As filed with the Securities and Exchange Commission on August 5, 2005.
                              Registration No. 333-
          -------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                                 ---------------

                           THERMO ELECTRON CORPORATION
             (Exact name of registrant as specified in its charter)
                                 ---------------


DELAWARE                                                             04-2209186
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)


                                 81 Wyman Street
                        Waltham, Massachusetts 02454-9046
               (Address of Principal Executive Offices) (Zip Code)

              THERMO ELECTRON CORPORATION 2005 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)


                Seth H. Hoogasian, Secretary and General Counsel
                           Thermo Electron Corporation
                                 81 Wyman Street
                                 P. O. Box 9046
                        Waltham, Massachusetts 02454-9046
                     (Name and Address of Agent for Service)

                                 (781) 622-1000
          (Telephone Number, Including Area Code, of Agent For Service)


                                 ---------------



<PAGE>




                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                             <C>                         <C>                         <C>               <C>
                                                                                        Proposed
                                                                                         Maximum
                                                            Proposed Maximum            Aggregate               Amount
  Title of Securities                Amount                 Offering Price              Offering           of Registration
   to be Registered              to be Registered             Per Share                   Price                   Fee
   ----------------              ----------------             ---------                   -----                   ---


 Common Stock, $1.00 par            11,0000,000               $29.31 (1)             $322,410,000 (1)          $37,947.66
    value per share                   shares
</TABLE>

     In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration  Statement also covers an indeterminate number of securities as may
be issuable in  connection  with  adjustments  under the  employee  benefit plan
described  herein  to  reflect  certain  changes  in Thermo  Electron's  capital
structure, including stock dividends or stock splits.

(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee in  accordance  with Rule  457(h)  and Rule  457(c)  under the
Securities  Act of 1933.  The  calculation  of the  proposed  maximum  aggregate
offering  price  has  been  based  upon  (i) the  registration  hereunder  of an
aggregate  of  11,000,000  shares and (ii) the average of the high and low sales
prices,  $29.45 and $29.17,  respectively,  of Thermo Electron's common stock on
the New York Stock  Exchange on August 4, 2005 as  reported in the  consolidated
transaction reporting system.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Thermo  Electron   Corporation   ("Thermo  Electron")  is  subject  to  the
informational and reporting  requirements of Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended,  and in accordance therewith
files reports,  proxy  statements and other  information with the Securities and
Exchange  Commission.  The  following  documents,  which  are on file  with  the
Commission, are incorporated in this Registration Statement by reference:

     (a)  Thermo Electron's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2004.

     (b)  Thermo Electron's  Quarterly Report on Form 10-Q for the quarter ended
          April 2, 2005.

     (c)  Thermo Electron's  Quarterly Report on Form 10-Q for the quarter ended
          July 2, 2005.

     (d)  Thermo Electron's Current Report on Form 8-K filed with the Commission
          on July 7, 2005.

     (e)  Thermo Electron's Current Report on Form 8-K filed with the Commission
          on July 27, 2005.

     (f)  The description of Thermo  Electron's  common stock which is contained
          in Thermo  Electron's  Registration  Statement on Form 8-A filed under
          the  Exchange  Act, as such  description  may be amended  from time to
          time.

     (g)  The description of Thermo  Electron's  Preferred Stock Purchase Rights
          which is contained in Thermo Electron's Registration Statement on Form
          8-A filed under the Exchange Act, as such  description  may be amended
          from time to time.

     All  reports  or proxy  statements  filed by Thermo  Electron  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment that  indicates that all securities  offered herein have been sold, or
that deregisters all such securities then remaining  unsold,  shall be deemed to
be  incorporated  by reference in this  Registration  Statement and to be a part
hereof from the respective dates of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

     The  validity of the common  stock  offered  hereby has been passed upon by
John A. Piccione,  Esq., Deputy General Counsel of Thermo Electron. Mr. Piccione
is a full-time  employee of Thermo Electron and owns or has the right to acquire
34,442 shares of Thermo Electron common stock.

Item 6.  Indemnification of Directors and Officers.

     The Delaware General  Corporation Law and Thermo Electron's  Certificate of
Incorporation  and By-Laws  limit the monetary  liability of directors to Thermo
Electron  and to its  stockholders  and  provide for  indemnification  of Thermo
Electron's  officers and  directors for  liabilities  and expenses that they may
incur in such  capacities.  In general,  officers and directors are  indemnified
with respect to actions taken in good faith in a manner  reasonably  believed to
be in, or not  opposed  to, the best  interests  of Thermo  Electron  and,  with
respect to any criminal action or proceeding, actions that the indemnitee had no
reasonable   cause  to  believe  were   unlawful.   Thermo   Electron  also  has
indemnification  agreements with its directors and officers that provide for the
maximum indemnification allowed by law.

     Thermo  Electron has an insurance  policy which  insures the  directors and
officers of Thermo Electron and its  subsidiaries  against  certain  liabilities
which might be incurred in connection with the performance of their duties.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

     The Exhibit Index immediately preceding the exhibits is attached hereto and
incorporated herein by reference.

Item 9.  Undertakings.

     (a)  Thermo Electron hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;
<PAGE>

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement.

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by Thermo  Electron  pursuant to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) Thermo Electron hereby undertakes that, for purposes of determining any
liability  under the  Securities Act of 1933,  each filing of Thermo  Electron's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
Thermo  Electron  pursuant to the foregoing  provisions,  or  otherwise,  Thermo
Electron  has been advised  that in the opinion of the  Securities  and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payment by Thermo Electron of expenses
incurred or paid by a director, officer or controlling person of Thermo Electron
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  Thermo  Electron  will,  unless in the  opinion of its  counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Thermo Electron
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Waltham,  Commonwealth of Massachusetts,  on this 5th
day of August, 2005.

                                THERMO ELECTRON CORPORATION


                                By:  /s/ Marijn E. Dekkers
                                     ----------------------------------------
                                     Marijn E. Dekkers
                                Its: Chief Executive Officer, President
                                        and Director

                                POWER OF ATTORNEY
     Each  of  the  undersigned   Directors  and  Officers  of  Thermo  Electron
Corporation  hereby  appoints  Peter M. Wilver,  Kenneth J. Apicerno and Seth H.
Hoogasian,  and each of them, his true and lawful  attorneys-in-fact and agents,
with full power of  substitution,  for him and in his name,  place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
<S>                             <C>                                             <C>
     Signature                                  Title                           Date
     ---------                                  -----                           ----

/s/ Marijn E. Dekkers                                                           August 5, 2005
----------------------------    Chief Executive Officer, President, and
Marijn E. Dekkers               Director (Principal Executive Officer)


/s/ Peter M. Wilver                                                             August 5, 2005
----------------------------    Vice President and Chief Financial
Peter M. Wilver                 Officer (Principal Financial Officer)



<PAGE>


/s/ Peter E. Hornstra                                                           August 5, 2005
----------------------------    Corporate Controller and Chief
Peter E. Hornstra               Accounting Officer (Principal
                                Accounting Officer)


/s/ Peter J. Manning                                                            August 5, 2005
----------------------------    Director
Peter J. Manning


/s/ John L. LaMattina                                                           August 5, 2005
----------------------------    Director
John L. LaMattina


/s/ Jim P. Manzi                                                                August 5, 2005
----------------------------    Chairman of the Board, Director
Jim P. Manzi


/s/ Robert A. McCabe                                                            August 5, 2005
----------------------------    Director
Robert A. McCabe


/s/ Robert W. O'Leary                                                           August 5, 2005
----------------------------     Director
Robert W. O'Leary


/s/ Michael E. Porter                                                           August 5, 2005
----------------------------    Director
Michael E. Porter


/s/ Elaine S. Ullian                                                            August 5, 2005
----------------------------    Director
Elaine S. Ullian


</TABLE>



<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number          Description


5               Opinion of John A. Piccione, Esq. regarding legality.

23.1            Consent of PricewaterhouseCoopers LLP.

23.2            Consent of John A. Piccione, Esq.
                (contained in his opinion filed as Exhibit 5).

23.3            Consent of Deloitte & Touche LLP.

24              Power of Attorney (see signature pages to this Registration
                Statement).



<PAGE>



                                                                      Exhibit 5

                           Thermo Electron Corporation
                                 81 Wyman Street
                        Waltham, Massachusetts 02454-9046




                                        August 5, 2005

Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046

Re:      Registration Statement on Form S-8 Relating
         to 11,000,000 Shares of the Common Stock,
         $1.00 par value, of Thermo Electron Corporation

Ladies and Gentlemen:

     I am Deputy  General  Counsel to Thermo  Electron  Corporation,  a Delaware
corporation  (the  "Company"),  and have acted as counsel in connection with the
registration  under the  Securities  Act of 1933,  as amended,  on Form S-8 (the
"Registration  Statement"),  of 11,000,000  shares of Thermo  Electron's  Common
Stock,  $1.00 par value per share (the "Shares")  subject to the Thermo Electron
Corporation 2005 Stock Incentive Plan (the "Plan").

     I or a member of the Company's Legal Department have reviewed the corporate
proceedings  taken by Thermo Electron with respect to the  authorization  of the
issuance of the Shares.  I or a member of the Company's  Legal  Department  have
also  examined  and relied upon  originals  or copies,  certified  or  otherwise
authenticated  to  my  satisfaction,   of  all  corporate  records,   documents,
agreements  or  other   instruments  of  Thermo   Electron  and  have  made  all
investigations of law and have discussed with Thermo Electron's  representatives
all questions of fact that I have deemed necessary or appropriate.

     Based upon and subject to the foregoing, I am of the opinion that:

     1. Thermo Electron is a corporation  validly existing and in corporate good
standing under the laws of the State of Delaware.

     2. The issuance and sale of the Shares as contemplated in the  Registration
Statement have been duly authorized by Thermo Electron.

     3. The Shares,  when issued and sold in accordance  with the  provisions of
the Plan, will


<PAGE>

be validly issued, fully paid and nonassessable.

         This opinion is limited to the applicable provisions of the Delaware
Constitution, the General Corporation Law of the State of Delaware ("Delaware
Law") and reported judicial decisions interpreting Delaware Law.

         I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.


                                        Very truly yours,

                                        /s/ John A. Piccione
                                        ---------------------------------------
                                        John A. Piccione
                                        Deputy General Counsel


<PAGE>


                                                                    Exhibit 23.1




            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  report  dated  March  14,  2005  relating  to the
financial statements,  financial statements schedule, management's assessment of
the  effectiveness  of  internal  control  over  financial   reporting  and  the
effectiveness of internal control over financial reporting, which appears in the
2004 Annual  Report to  Shareholders  of Thermo  Electron  Corporation  which is
incorporated by reference in Thermo Electron Corporation's Annual Report on Form
10-K for the year ended December 31, 2004.



/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
August 4, 2005




<PAGE>


                                                                    Exhibit 23.3





            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of
Thermo Electron Corporation on Form S-8 of our report dated July 22, 2005 (which
report expresses an unqualified opinion and includes explanatory paragraphs
relating to the preparation of the Kendro Laboratory Products combined financial
statements as of and for the year ended December 31, 2004 covered by our report
as described in Note 1 and stating that the combined balance sheet as of March
31, 2005 and the combined statements of income, comprehensive income and
parent's investment, and cash flows for the three months ended March 31, 2004
and 2005 of Kendro Laboratory Products were not audited by us and, accordingly,
we did not express an opinion on such combined financial statements) relating to
the combined financial statements of Kendro Laboratory Products appearing in
Amendment No. 1 to the Current Report on Form 8-K/A of Thermo Electron
Corporation filed July 22, 2005 and incorporated by reference in the Prospectus,
which is part of this Registration Statement.


/s/ Deloitte & Touche LLP

Charlotte, North Carolina
August 5, 2005
[{"type": "S-8", "sequence": "1", "filename": "s8080505.txt", "description": "FORM S-8", "secsgml_size_bytes": 21456}]
{"company-data": {"conformed-name": "THERMO ELECTRON CORP", "cik": "0000097745", "assigned-sic": "3829", "irs-number": "042209186", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-127246", "film-number": "051002980"}, "business-address": {"street1": "81 WYMAN ST", "street2": "PO BOX 9046", "city": "WALTHAM", "state": "MA", "zip": "02451", "phone": "7816221000"}, "mail-address": {"street1": "81 WYMAN ST", "street2": "PO BOX 9046", "city": "WALTHAM", "state": "MA", "zip": "02451"}}
As filed with the Securities and Exchange Commission on August 5, 2005.
                              Registration No. 333-
          -------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                                 ---------------

                           THERMO ELECTRON CORPORATION
             (Exact name of registrant as specified in its charter)
                                 ---------------

DELAWARE                                                             04-2209186
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

                                 81 Wyman Street
                        Waltham, Massachusetts 02454-9046
               (Address of Principal Executive Offices) (Zip Code)

              THERMO ELECTRON CORPORATION 2005 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                Seth H. Hoogasian, Secretary and General Counsel
                           Thermo Electron Corporation
                                 81 Wyman Street
                                 P. O. Box 9046
                        Waltham, Massachusetts 02454-9046
                     (Name and Address of Agent for Service)

                                 (781) 622-1000
          (Telephone Number, Including Area Code, of Agent For Service)

                                 ---------------
CALCULATION OF REGISTRATION FEE
Proposed
                                                                                         Maximum
                                                            Proposed Maximum            Aggregate               Amount
  Title of Securities                Amount                 Offering Price              Offering           of Registration
   to be Registered              to be Registered             Per Share                   Price                   Fee
   ----------------              ----------------             ---------                   -----                   ---

 Common Stock, $1.00 par            11,0000,000               $29.31 (1)             $322,410,000 (1)          $37,947.66
    value per share                   shares
In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration  Statement also covers an indeterminate number of securities as may
be issuable in  connection  with  adjustments  under the  employee  benefit plan
described  herein  to  reflect  certain  changes  in Thermo  Electron's  capital
structure, including stock dividends or stock splits.

(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee in  accordance  with Rule  457(h)  and Rule  457(c)  under the
Securities  Act of 1933.  The  calculation  of the  proposed  maximum  aggregate
offering  price  has  been  based  upon  (i) the  registration  hereunder  of an
aggregate  of  11,000,000  shares and (ii) the average of the high and low sales
prices,  $29.45 and $29.17,  respectively,  of Thermo Electron's common stock on
the New York Stock  Exchange on August 4, 2005 as  reported in the  consolidated
transaction reporting system.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Thermo  Electron   Corporation   ("Thermo  Electron")  is  subject  to  the
informational and reporting  requirements of Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended,  and in accordance therewith
files reports,  proxy  statements and other  information with the Securities and
Exchange  Commission.  The  following  documents,  which  are on file  with  the
Commission, are incorporated in this Registration Statement by reference:

     (a)  Thermo Electron's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2004.

     (b)  Thermo Electron's  Quarterly Report on Form 10-Q for the quarter ended
          April 2, 2005.

     (c)  Thermo Electron's  Quarterly Report on Form 10-Q for the quarter ended
          July 2, 2005.

     (d)  Thermo Electron's Current Report on Form 8-K filed with the Commission
          on July 7, 2005.

     (e)  Thermo Electron's Current Report on Form 8-K filed with the Commission
          on July 27, 2005.

     (f)  The description of Thermo  Electron's  common stock which is contained
          in Thermo  Electron's  Registration  Statement on Form 8-A filed under
          the  Exchange  Act, as such  description  may be amended  from time to
          time.

     (g)  The description of Thermo  Electron's  Preferred Stock Purchase Rights
          which is contained in Thermo Electron's Registration Statement on Form
          8-A filed under the Exchange Act, as such  description  may be amended
          from time to time.

     All  reports  or proxy  statements  filed by Thermo  Electron  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment that  indicates that all securities  offered herein have been sold, or
that deregisters all such securities then remaining  unsold,  shall be deemed to
be  incorporated  by reference in this  Registration  Statement and to be a part
hereof from the respective dates of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.
Item 5.  Interests of Named Experts and Counsel.

     The  validity of the common  stock  offered  hereby has been passed upon by
John A. Piccione,  Esq., Deputy General Counsel of Thermo Electron. Mr. Piccione
is a full-time  employee of Thermo Electron and owns or has the right to acquire
34,442 shares of Thermo Electron common stock.

Item 6.  Indemnification of Directors and Officers.

     The Delaware General  Corporation Law and Thermo Electron's  Certificate of
Incorporation  and By-Laws  limit the monetary  liability of directors to Thermo
Electron  and to its  stockholders  and  provide for  indemnification  of Thermo
Electron's  officers and  directors for  liabilities  and expenses that they may
incur in such  capacities.  In general,  officers and directors are  indemnified
with respect to actions taken in good faith in a manner  reasonably  believed to
be in, or not  opposed  to, the best  interests  of Thermo  Electron  and,  with
respect to any criminal action or proceeding, actions that the indemnitee had no
reasonable   cause  to  believe  were   unlawful.   Thermo   Electron  also  has
indemnification  agreements with its directors and officers that provide for the
maximum indemnification allowed by law.

     Thermo  Electron has an insurance  policy which  insures the  directors and
officers of Thermo Electron and its  subsidiaries  against  certain  liabilities
which might be incurred in connection with the performance of their duties.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

     The Exhibit Index immediately preceding the exhibits is attached hereto and
incorporated herein by reference.

Item 9.  Undertakings.

     (a)  Thermo Electron hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;
(iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement.

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by Thermo  Electron  pursuant to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) Thermo Electron hereby undertakes that, for purposes of determining any
liability  under the  Securities Act of 1933,  each filing of Thermo  Electron's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
Thermo  Electron  pursuant to the foregoing  provisions,  or  otherwise,  Thermo
Electron  has been advised  that in the opinion of the  Securities  and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payment by Thermo Electron of expenses
incurred or paid by a director, officer or controlling person of Thermo Electron
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  Thermo  Electron  will,  unless in the  opinion of its  counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Thermo Electron
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Waltham,  Commonwealth of Massachusetts,  on this 5th
day of August, 2005.

                                THERMO ELECTRON CORPORATION

                                By:  /s/ Marijn E. Dekkers
                                     ----------------------------------------
                                     Marijn E. Dekkers
                                Its: Chief Executive Officer, President
                                        and Director

                                POWER OF ATTORNEY
     Each  of  the  undersigned   Directors  and  Officers  of  Thermo  Electron
Corporation  hereby  appoints  Peter M. Wilver,  Kenneth J. Apicerno and Seth H.
Hoogasian,  and each of them, his true and lawful  attorneys-in-fact and agents,
with full power of  substitution,  for him and in his name,  place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:
Signature                                  Title                           Date
     ---------                                  -----                           ----

/s/ Marijn E. Dekkers                                                           August 5, 2005
----------------------------    Chief Executive Officer, President, and
Marijn E. Dekkers               Director (Principal Executive Officer)

/s/ Peter M. Wilver                                                             August 5, 2005
----------------------------    Vice President and Chief Financial
Peter M. Wilver                 Officer (Principal Financial Officer)
/s/ Peter E. Hornstra                                                           August 5, 2005
----------------------------    Corporate Controller and Chief
Peter E. Hornstra               Accounting Officer (Principal
                                Accounting Officer)

/s/ Peter J. Manning                                                            August 5, 2005
----------------------------    Director
Peter J. Manning

/s/ John L. LaMattina                                                           August 5, 2005
----------------------------    Director
John L. LaMattina

/s/ Jim P. Manzi                                                                August 5, 2005
----------------------------    Chairman of the Board, Director
Jim P. Manzi

/s/ Robert A. McCabe                                                            August 5, 2005
----------------------------    Director
Robert A. McCabe

/s/ Robert W. O'Leary                                                           August 5, 2005
----------------------------     Director
Robert W. O'Leary

/s/ Michael E. Porter                                                           August 5, 2005
----------------------------    Director
Michael E. Porter

/s/ Elaine S. Ullian                                                            August 5, 2005
----------------------------    Director
Elaine S. Ullian
EXHIBIT INDEX

Exhibit
Number          Description

5               Opinion of John A. Piccione, Esq. regarding legality.

23.1            Consent of PricewaterhouseCoopers LLP.

23.2            Consent of John A. Piccione, Esq.
                (contained in his opinion filed as Exhibit 5).

23.3            Consent of Deloitte & Touche LLP.

24              Power of Attorney (see signature pages to this Registration
                Statement).
Exhibit 5

                           Thermo Electron Corporation
                                 81 Wyman Street
                        Waltham, Massachusetts 02454-9046

                                        August 5, 2005

Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046

Re:      Registration Statement on Form S-8 Relating
         to 11,000,000 Shares of the Common Stock,
         $1.00 par value, of Thermo Electron Corporation

Ladies and Gentlemen:

     I am Deputy  General  Counsel to Thermo  Electron  Corporation,  a Delaware
corporation  (the  "Company"),  and have acted as counsel in connection with the
registration  under the  Securities  Act of 1933,  as amended,  on Form S-8 (the
"Registration  Statement"),  of 11,000,000  shares of Thermo  Electron's  Common
Stock,  $1.00 par value per share (the "Shares")  subject to the Thermo Electron
Corporation 2005 Stock Incentive Plan (the "Plan").

     I or a member of the Company's Legal Department have reviewed the corporate
proceedings  taken by Thermo Electron with respect to the  authorization  of the
issuance of the Shares.  I or a member of the Company's  Legal  Department  have
also  examined  and relied upon  originals  or copies,  certified  or  otherwise
authenticated  to  my  satisfaction,   of  all  corporate  records,   documents,
agreements  or  other   instruments  of  Thermo   Electron  and  have  made  all
investigations of law and have discussed with Thermo Electron's  representatives
all questions of fact that I have deemed necessary or appropriate.

     Based upon and subject to the foregoing, I am of the opinion that:

     1. Thermo Electron is a corporation  validly existing and in corporate good
standing under the laws of the State of Delaware.

     2. The issuance and sale of the Shares as contemplated in the  Registration
Statement have been duly authorized by Thermo Electron.

     3. The Shares,  when issued and sold in accordance  with the  provisions of
the Plan, will
be validly issued, fully paid and nonassessable.

         This opinion is limited to the applicable provisions of the Delaware
Constitution, the General Corporation Law of the State of Delaware ("Delaware
Law") and reported judicial decisions interpreting Delaware Law.

         I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                        Very truly yours,

                                        /s/ John A. Piccione
                                        ---------------------------------------
                                        John A. Piccione
                                        Deputy General Counsel
Exhibit 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  report  dated  March  14,  2005  relating  to the
financial statements,  financial statements schedule, management's assessment of
the  effectiveness  of  internal  control  over  financial   reporting  and  the
effectiveness of internal control over financial reporting, which appears in the
2004 Annual  Report to  Shareholders  of Thermo  Electron  Corporation  which is
incorporated by reference in Thermo Electron Corporation's Annual Report on Form
10-K for the year ended December 31, 2004.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
August 4, 2005
Exhibit 23.3

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of
Thermo Electron Corporation on Form S-8 of our report dated July 22, 2005 (which
report expresses an unqualified opinion and includes explanatory paragraphs
relating to the preparation of the Kendro Laboratory Products combined financial
statements as of and for the year ended December 31, 2004 covered by our report
as described in Note 1 and stating that the combined balance sheet as of March
31, 2005 and the combined statements of income, comprehensive income and
parent's investment, and cash flows for the three months ended March 31, 2004
and 2005 of Kendro Laboratory Products were not audited by us and, accordingly,
we did not express an opinion on such combined financial statements) relating to
the combined financial statements of Kendro Laboratory Products appearing in
Amendment No. 1 to the Current Report on Form 8-K/A of Thermo Electron
Corporation filed July 22, 2005 and incorporated by reference in the Prospectus,
which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina
August 5, 2005