As filed with the Securities and Exchange Commission on 
                                October 16, 1996
                                           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         (I.R.S. Employer 
         of incorporation or organization)      Identification No.)


                          Waltham, Massachusetts  02254
               (Address of Principal Executive Offices) (Zip Code)

                            SENSORMEDICS CORPORATION
                             1984 STOCK OPTION PLAN
                            (Full title of the plan)

                          Sandra L. Lambert, Secretary
                           Thermo Electron Corporation
                         81 Wyman Street, P.O. Box 9046
                        Waltham, Massachusetts 02254-9046
                                 (617) 622-1000
                          (Name, address, and telephone
               number, including area code, of agent for service)

                                   Copies to:
                       Seth H. Hoogasian, General Counsel
                           Thermo Electron Corporation
                         81 Wyman Street, P.O. Box 9046
                        Waltham, Massachusetts 02254-9046
                                 (617) 622-1000
        ________________________________________________________________



PAGE
<PAGE>





                                                                         
                                                                         
                         CALCULATION OF REGISTRATION FEE
                   

                                                Proposed
                                    Proposed     Maximum
           Title of                 Maximum     Aggregate
         Securities to  Amount to   Offering    Offering     Amount of
         be Registered     be      Price Per    Price Per  Registration
                       Registered    Share        Share         Fee
                                      (1)          (1)          (1)

        Common Stock,
        $1.00 par        150,000    $38.0625   $5,709,375    $1,731.00
        value per                        
        share
                                                                         
                                                                         
        (1)  Estimated solely for purposes of calculating the
        registration fee pursuant to Rule 457(c) and (h) under the
        Securities Act of 1933, as amended.  The calculation of the
        proposed maximum aggregate offering price has been based upon (i)
        the registration hereunder of an aggregate of 150,000 shares of
        the Registrant's Common Stock to be issued pursuant to options
        granted under the Plan and (ii) the average of the high and low
        sales prices, $38.375 and $37.75 respectively, of the
        Registrant's Common Stock on the American Stock Exchange on
        October 14, 1996, as reported in The Wall Street Journal.

             There are also being registered hereunder such additional
        indeterminate number of shares of the Registrant's Common Stock
        as may be issuable in connection with adjustments under the
        SensorMedics Corporation 1984 Stock Option Plan (the "Plan") to
        reflect certain changes in the Registrant's capital structure,
        including stock dividends or stock splits.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The information required by Part I is included in documents
        sent or given to participants in the SensorMedics Corporation
        1984 Stock Option Plan by Thermo Electron Corporation pursuant to
        Rule 428(b)(1) under the Securities Act of 1933, as amended (the
        "Securities Act").








                                          2
PAGE
<PAGE>






                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3.  Incorporation of Documents by Reference

       The Registrant 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 (the "Exchange Act"), and in accordance
  therewith files reports, proxy statements and other information with the
  Commission.  The following Thermo Electron Corporation (the "Company")
  documents previously filed with the Securities and Exchange Commission (the
  "Commission") are incorporated in this Registration Statement by reference:

       (1)  The Company's Quarterly Report on Form 10-Q for the quarter ended
  June 29, 1996, as amended (File No. 1-8002);

       (2)   The Company's Quarterly Report on Form 10-Q for the quarter
  ended March 30, 1996, as amended (File No. 1-8002);

       (3)  The Company's Annual Report on Form 10-K for the year ended
  December 30, 1995, as amended (File No. 1-8002);

       (4)  The description of the Company's capital stock and Preferred
  Stock Purchase Rights contained in the Company's Registration Statement on
  Form 8-A, filed under the Exchange Act, as amended. 

       All reports or proxy statements filed by the Company pursuant to
  Sections l3(a), l3(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 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 Seth H. Hoogasian, Esq., General Counsel of the Company.  Mr. Hoogasian
  owns or has the right to acquire 118,177 shares of  the common stock of
  Thermo Electron Corporation.

       The financial statements and the financial statement schedule of the
  Company incorporated by reference in this Registration Statement have been
  audited by Arthur Andersen LLP, independent public accountants, to the
  extent and for the periods as indicated in their reports with respect
  thereto, and are incorporated by reference herein in reliance upon the


                                      II-1
PAGE
<PAGE>





  authority of said firm as experts in accounting and auditing in giving said
  reports.  Reference is made to said report with respect to the Company's
  financial statements which includes an explanatory fourth paragraph with
  respect to the change in method of accounting for investments in debt and
  marketable equity securities in 1994 as discussed in Note 2 to the
  financial statements.

  Item 6.  Indemnification of Directors and Officers.

       Section 145 of the General Corporation Law of the State of Delaware,
  as amended, gives Delaware corporations the power to indemnify each of
  their present and former directors or officers under certain circumstances,
  if such person acted in good faith and in a manner which he reasonably
  believed to be in or not opposed to the best interests of the corporation.

       Article Thirteenth of the Registrant's Amended and Restated
  Certificate of Incorporation provides that no director of the Registrant
  shall be liable for any breach of fiduciary duty, except to the extent that
  the Delaware General Corporation Law prohibits the elimination or
  limitation of liability of directors for breach of fiduciary duty.

       Article Ninth of the Registrant's Amended and Restated Certificate of
  Incorporation provides that a director or officer of the Registrant (a)
  shall be indemnified by the Registrant against all expenses (including
  attorneys' fees), judgments, fines and amounts paid in settlement incurred
  in connection with any litigation or other legal proceeding (other than
  action by or in the right of the Registrant) brought against him by virtue
  of his position as a director or officer of the Registrant if he acted in
  good faith and in a manner he reasonably believed to be in, or not opposed
  to, the best interest of the Registrant and with respect to any criminal
  action or proceeding, had no reasonable cause to believe his conduct was
  unlawful and (b) shall be indemnified by the Registrant against all
  expenses (including attorneys' fees) and amounts paid in settlement
  incurred in connection with any action by or in the right of the Registrant
  brought against him by virtue of his position as a director or officer of
  the Registrant if he acted in good faith and in a manner he reasonably
  believed to be in, or not opposed to, the best interests of the Registrant,
  except that no indemnification shall be made with respect to any matter as
  to which such person shall have been adjudged to be liable to the
  Registrant, unless a court determines that, despite such adjudication but
  in view of all of the circumstances, he is entitled to indemnification of
  such expenses.  Notwithstanding the foregoing, to the extent that a
  director or officer has been successful, on the merits or otherwise,
  including, without limitation, the dismissal of an action without
  prejudice, he is required to be indemnified by the Registrant against all
  expenses (including attorneys' fees) incurred in connection therewith.
  Expenses may be advanced to a director or officer at his request, provided
  that he undertakes to repay the amount advanced if it is ultimately
  determined that he is not entitled to indemnification for such expenses.
  Indemnification shall be made by the Registrant (unless ordered by a court)
  only upon a determination that the applicable standard of conduct required
  for indemnification has been met.  Article Ninth of the Registrant's
  Amended and Restated Certificate of Incorporation further provides that the


                                      II-2
PAGE
<PAGE>





  indemnification provided therein is not exclusive.  The Registrant has
  indemnification agreements with its directors and officers that provide for
  the maximum indemnification allowed by law.

       The Registrant maintains officers' and directors' insurance covering
  certain liabilities that may be incurred by officers and directors in the
  performance of their duties.

  Item 7.  Exemption from Registration Claimed.

       Not Applicable.

  Item 8.  Exhibits.

       See the Exhibit Index immediately preceding the Exhibits to this
  Registration Statement.

  Item 9.  Undertakings.

  (a)  The undersigned registrant 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 registration statement is on Form S-3 or Form S-8 and the information
  required to be included in a post-effective amendment by those paragraphs
  is contained in periodic reports filed by the registrant 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.


                                      II-3
PAGE
<PAGE>






  (b)  The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of
  the registrant's annual report pursuant to section 13(a) or section 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 the registrant pursuant to the foregoing provisions,
  or otherwise, the registrant 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 the registrant of expenses incurred or paid by a director,
  officer or controlling person of the registrant 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, the
  registrant 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.



























                                      II-4
PAGE
<PAGE>






                                  SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
  Registrant 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 the 16th day of October, 1996.

                                THERMO ELECTRON CORPORATION

                                By:  /s/  George N. Hatsopoulos
                                ---------------------------------------------
                                          Dr. George N. Hatsopoulos
                                         President
   

                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints John N. Hatsopoulos, Paul F.
  Kelleher, Seth H. Hoogasian, Sandra L. Lambert and Jonathan W. Painter, and
  each of them, as his true and lawful attorneys-in-fact and agents for the
  undersigned, with full power of substitution, for and in the name, place
  and stead of the undersigned, to sign and file with the Securities and
  Exchange Commission under the Securities Act of 1933 any and all amendments
  (including post-effective amendments) and exhibits to this Registration
  Statement and any and all applications and other documents to be filed with
  the Securities and Exchange Commission pertaining to the registration of
  the securities covered hereby, with full power and authority to do and
  perform any and all acts and things whatsoever requisite and necessary or
  desirable.

       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.


           Signature                     Title                Date
           ---------                     -----                ----


  /s/ George N. Hatsopoulos    President, Chief         October 16, 1996
  -------------------------
      George N. Hatsopoulos    Executive Officer and
                               Chairman of the Board
                               (Principal Executive
                               Officer)
                                                            
  /s/ John N. Hatsopoulos      Executive Vice President October 16, 1996
  --------------------------
      John N. Hatsopoulos      and Chief Financial
                               Officer
                               (Principal Financial
                               Officer)



                                      II-5
PAGE
<PAGE>







  /s/ Paul F. Kelleher         Chief Accounting Officer October 16, 1996
  --------------------------
            Paul F. Kelleher   (Principal Accounting
                               Officer)

  /s/ John M. Albertine        Director                 October 16, 1996
  --------------------------
      John M. Albertine


  /s/  Peter O. Crisp          Director                 October 16, 1996
  -----------------------
       Peter O. Crisp


  /s/  Elias P. Gyftopoulos    Director                 October 16, 1996
  -------------------------
       Elias P. Gyftopoulos
          

  /s/  Frank Jungers           Director                 October 16, 1996
  ----------------------
       Frank Jungers


  /s/  Robert A. McCabe        Director                 October 16, 1996
  --------------------------
       Robert A. McCabe


  /s/  Frank E. Morris         Director                 October 16, 1996
  --------------------------
       Frank E. Morris     


  /s/  Donald E. Noble         Director                 October 16, 1996
  --------------------------
       Donald E. Noble

  /s/  Hutham S. Olayan        Director                 October 16, 1996
  --------------------------
       Hutham S. Olayan


  /s/  Roger D. Wellington     Director                 October 16, 1996
  --------------------------
       Roger D. Wellington
















                                      II-6
PAGE
<PAGE>








                                 EXHIBIT INDEX



    Exhibit No.  Description of Exhibit               Sequential Page
    -----------  ----------------------               ---------------
                                                           Number
                                                           ------

                 SensorMedics Corporation
                 1984 Stock Option Plan
           4  

           5     Opinion of Seth H. Hoogasian, Esq.



           23.1  Opinion of Seth H. Hoogasian, Esq.
                 contained in his opinion filed as
                 Exhibit 5)


           23.2  Consent of Arthur Andersen LLP

           24    Power of Attorney
                 (See signature pages of this
                 Registration Statement)

  ________________
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20233}]
{"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": "333-14265", "film-number": "96644457"}, "business-address": {"street1": "81 WYMAN ST", "street2": "P O BOX 9046", "city": "WALTHAM", "state": "MA", "zip": "02254", "phone": "6176221000"}}
As filed with the Securities and Exchange Commission on 
                                October 16, 1996
                                           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         (I.R.S. Employer 
         of incorporation or organization)      Identification No.)

                          Waltham, Massachusetts  02254
               (Address of Principal Executive Offices) (Zip Code)

                            SENSORMEDICS CORPORATION
                             1984 STOCK OPTION PLAN
                            (Full title of the plan)

                          Sandra L. Lambert, Secretary
                           Thermo Electron Corporation
                         81 Wyman Street, P.O. Box 9046
                        Waltham, Massachusetts 02254-9046
                                 (617) 622-1000
                          (Name, address, and telephone
               number, including area code, of agent for service)

                                   Copies to:
                       Seth H. Hoogasian, General Counsel
                           Thermo Electron Corporation
                         81 Wyman Street, P.O. Box 9046
                        Waltham, Massachusetts 02254-9046
                                 (617) 622-1000
        ________________________________________________________________

PAGE
CALCULATION OF REGISTRATION FEE
                   

                                                Proposed
                                    Proposed     Maximum
           Title of                 Maximum     Aggregate
         Securities to  Amount to   Offering    Offering     Amount of
         be Registered     be      Price Per    Price Per  Registration
                       Registered    Share        Share         Fee
                                      (1)          (1)          (1)

        Common Stock,
        $1.00 par        150,000    $38.0625   $5,709,375    $1,731.00
        value per                        
        share
                                                                         
                                                                         
        (1)  Estimated solely for purposes of calculating the
        registration fee pursuant to Rule 457(c) and (h) under the
        Securities Act of 1933, as amended.  The calculation of the
        proposed maximum aggregate offering price has been based upon (i)
        the registration hereunder of an aggregate of 150,000 shares of
        the Registrant's Common Stock to be issued pursuant to options
        granted under the Plan and (ii) the average of the high and low
        sales prices, $38.375 and $37.75 respectively, of the
        Registrant's Common Stock on the American Stock Exchange on
        October 14, 1996, as reported in The Wall Street Journal.

             There are also being registered hereunder such additional
        indeterminate number of shares of the Registrant's Common Stock
        as may be issuable in connection with adjustments under the
        SensorMedics Corporation 1984 Stock Option Plan (the "Plan") to
        reflect certain changes in the Registrant's capital structure,
        including stock dividends or stock splits.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The information required by Part I is included in documents
        sent or given to participants in the SensorMedics Corporation
        1984 Stock Option Plan by Thermo Electron Corporation pursuant to
        Rule 428(b)(1) under the Securities Act of 1933, as amended (the
        "Securities Act").

                                          2
PAGE
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3.  Incorporation of Documents by Reference

       The Registrant 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 (the "Exchange Act"), and in accordance
  therewith files reports, proxy statements and other information with the
  Commission.  The following Thermo Electron Corporation (the "Company")
  documents previously filed with the Securities and Exchange Commission (the
  "Commission") are incorporated in this Registration Statement by reference:

       (1)  The Company's Quarterly Report on Form 10-Q for the quarter ended
  June 29, 1996, as amended (File No. 1-8002);

       (2)   The Company's Quarterly Report on Form 10-Q for the quarter
  ended March 30, 1996, as amended (File No. 1-8002);

       (3)  The Company's Annual Report on Form 10-K for the year ended
  December 30, 1995, as amended (File No. 1-8002);

       (4)  The description of the Company's capital stock and Preferred
  Stock Purchase Rights contained in the Company's Registration Statement on
  Form 8-A, filed under the Exchange Act, as amended. 

       All reports or proxy statements filed by the Company pursuant to
  Sections l3(a), l3(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 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 Seth H. Hoogasian, Esq., General Counsel of the Company.  Mr. Hoogasian
  owns or has the right to acquire 118,177 shares of  the common stock of
  Thermo Electron Corporation.

       The financial statements and the financial statement schedule of the
  Company incorporated by reference in this Registration Statement have been
  audited by Arthur Andersen LLP, independent public accountants, to the
  extent and for the periods as indicated in their reports with respect
  thereto, and are incorporated by reference herein in reliance upon the

                                      II-1
PAGE
authority of said firm as experts in accounting and auditing in giving said
  reports.  Reference is made to said report with respect to the Company's
  financial statements which includes an explanatory fourth paragraph with
  respect to the change in method of accounting for investments in debt and
  marketable equity securities in 1994 as discussed in Note 2 to the
  financial statements.

  Item 6.  Indemnification of Directors and Officers.

       Section 145 of the General Corporation Law of the State of Delaware,
  as amended, gives Delaware corporations the power to indemnify each of
  their present and former directors or officers under certain circumstances,
  if such person acted in good faith and in a manner which he reasonably
  believed to be in or not opposed to the best interests of the corporation.

       Article Thirteenth of the Registrant's Amended and Restated
  Certificate of Incorporation provides that no director of the Registrant
  shall be liable for any breach of fiduciary duty, except to the extent that
  the Delaware General Corporation Law prohibits the elimination or
  limitation of liability of directors for breach of fiduciary duty.

       Article Ninth of the Registrant's Amended and Restated Certificate of
  Incorporation provides that a director or officer of the Registrant (a)
  shall be indemnified by the Registrant against all expenses (including
  attorneys' fees), judgments, fines and amounts paid in settlement incurred
  in connection with any litigation or other legal proceeding (other than
  action by or in the right of the Registrant) brought against him by virtue
  of his position as a director or officer of the Registrant if he acted in
  good faith and in a manner he reasonably believed to be in, or not opposed
  to, the best interest of the Registrant and with respect to any criminal
  action or proceeding, had no reasonable cause to believe his conduct was
  unlawful and (b) shall be indemnified by the Registrant against all
  expenses (including attorneys' fees) and amounts paid in settlement
  incurred in connection with any action by or in the right of the Registrant
  brought against him by virtue of his position as a director or officer of
  the Registrant if he acted in good faith and in a manner he reasonably
  believed to be in, or not opposed to, the best interests of the Registrant,
  except that no indemnification shall be made with respect to any matter as
  to which such person shall have been adjudged to be liable to the
  Registrant, unless a court determines that, despite such adjudication but
  in view of all of the circumstances, he is entitled to indemnification of
  such expenses.  Notwithstanding the foregoing, to the extent that a
  director or officer has been successful, on the merits or otherwise,
  including, without limitation, the dismissal of an action without
  prejudice, he is required to be indemnified by the Registrant against all
  expenses (including attorneys' fees) incurred in connection therewith.
  Expenses may be advanced to a director or officer at his request, provided
  that he undertakes to repay the amount advanced if it is ultimately
  determined that he is not entitled to indemnification for such expenses.
  Indemnification shall be made by the Registrant (unless ordered by a court)
  only upon a determination that the applicable standard of conduct required
  for indemnification has been met.  Article Ninth of the Registrant's
  Amended and Restated Certificate of Incorporation further provides that the

                                      II-2
PAGE
indemnification provided therein is not exclusive.  The Registrant has
  indemnification agreements with its directors and officers that provide for
  the maximum indemnification allowed by law.

       The Registrant maintains officers' and directors' insurance covering
  certain liabilities that may be incurred by officers and directors in the
  performance of their duties.

  Item 7.  Exemption from Registration Claimed.

       Not Applicable.

  Item 8.  Exhibits.

       See the Exhibit Index immediately preceding the Exhibits to this
  Registration Statement.

  Item 9.  Undertakings.

  (a)  The undersigned registrant 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 registration statement is on Form S-3 or Form S-8 and the information
  required to be included in a post-effective amendment by those paragraphs
  is contained in periodic reports filed by the registrant 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.

                                      II-3
PAGE
(b)  The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of
  the registrant's annual report pursuant to section 13(a) or section 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 the registrant pursuant to the foregoing provisions,
  or otherwise, the registrant 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 the registrant of expenses incurred or paid by a director,
  officer or controlling person of the registrant 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, the
  registrant 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.

                                      II-4
PAGE
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
  Registrant 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 the 16th day of October, 1996.

                                THERMO ELECTRON CORPORATION

                                By:  /s/  George N. Hatsopoulos
                                ---------------------------------------------
                                          Dr. George N. Hatsopoulos
                                         President
   

                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints John N. Hatsopoulos, Paul F.
  Kelleher, Seth H. Hoogasian, Sandra L. Lambert and Jonathan W. Painter, and
  each of them, as his true and lawful attorneys-in-fact and agents for the
  undersigned, with full power of substitution, for and in the name, place
  and stead of the undersigned, to sign and file with the Securities and
  Exchange Commission under the Securities Act of 1933 any and all amendments
  (including post-effective amendments) and exhibits to this Registration
  Statement and any and all applications and other documents to be filed with
  the Securities and Exchange Commission pertaining to the registration of
  the securities covered hereby, with full power and authority to do and
  perform any and all acts and things whatsoever requisite and necessary or
  desirable.

       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.

           Signature                     Title                Date
           ---------                     -----                ----

  /s/ George N. Hatsopoulos    President, Chief         October 16, 1996
  -------------------------
      George N. Hatsopoulos    Executive Officer and
                               Chairman of the Board
                               (Principal Executive
                               Officer)
                                                            
  /s/ John N. Hatsopoulos      Executive Vice President October 16, 1996
  --------------------------
      John N. Hatsopoulos      and Chief Financial
                               Officer
                               (Principal Financial
                               Officer)

                                      II-5
PAGE
/s/ Paul F. Kelleher         Chief Accounting Officer October 16, 1996
  --------------------------
            Paul F. Kelleher   (Principal Accounting
                               Officer)

  /s/ John M. Albertine        Director                 October 16, 1996
  --------------------------
      John M. Albertine

  /s/  Peter O. Crisp          Director                 October 16, 1996
  -----------------------
       Peter O. Crisp

  /s/  Elias P. Gyftopoulos    Director                 October 16, 1996
  -------------------------
       Elias P. Gyftopoulos
          

  /s/  Frank Jungers           Director                 October 16, 1996
  ----------------------
       Frank Jungers

  /s/  Robert A. McCabe        Director                 October 16, 1996
  --------------------------
       Robert A. McCabe

  /s/  Frank E. Morris         Director                 October 16, 1996
  --------------------------
       Frank E. Morris     

  /s/  Donald E. Noble         Director                 October 16, 1996
  --------------------------
       Donald E. Noble

  /s/  Hutham S. Olayan        Director                 October 16, 1996
  --------------------------
       Hutham S. Olayan

  /s/  Roger D. Wellington     Director                 October 16, 1996
  --------------------------
       Roger D. Wellington

                                      II-6
PAGE
EXHIBIT INDEX

    Exhibit No.  Description of Exhibit               Sequential Page
    -----------  ----------------------               ---------------
                                                           Number
                                                           ------

                 SensorMedics Corporation
                 1984 Stock Option Plan
           4  

           5     Opinion of Seth H. Hoogasian, Esq.

           23.1  Opinion of Seth H. Hoogasian, Esq.
                 contained in his opinion filed as
                 Exhibit 5)

           23.2  Consent of Arthur Andersen LLP

           24    Power of Attorney
                 (See signature pages of this
                 Registration Statement)

  ________________