As filed with the Securities and Exchange Commission on June 29, 1994.
                                                   Registration No. 33-      
   _____________________________________________________________________________



                        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
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046
                (Address of Principal Executive Offices) (Zip Code)


                 THERMO ELECTRON CORPORATION MONEYMATCH PLUS PLAN
                               (Full Title of Plan)


                           Sandra L. Lambert, Secretary
                            Thermo Electron Corporation
                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046
                      (Name and Address of Agent for Service)

                                    Copies to:
                     Seth H. Hoogasian, Esq., General Counsel
                            Thermo Electron Corporation
                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046

                                   (617) 622-1000
           (Telephone Number, Including Area Code, of Agent For Service)


                                  ---------------
PAGE
<PAGE>





                          CALCULATION OF REGISTRATION FEE
   _____________________________________________________________________________
                                               

     Title of                 Proposed       Proposed
    securities   Amount to     Maximum       Maximum       Amount of
       to be         be       Offering      aggregate     registration
    registered   registered   Price Per   offering price      fee
                                Share
   Common
   Stock, $1.00 600,000 (1) $37.1875 (2) $22,312,500 (2)   $7,694 (2)
   par value
   per share

        In addition, pursuant to Rule 416 under the Securities Act of 1933, this
   Registration Statement also covers an indeterminate amount of interests to be
   offered or sold pursuant to the employee benefit plan described herein and an
   indeterminate number of shares of the Registrant's Common Stock as may be
   issuable in connection with adjustments under such plan to reflect certain
   changes in the Registrant's capital structure, including stock dividends or
   stock split-ups.

   (1)  The number of shares of Common Stock which will actually be issued under
        the Plan cannot be determined at this time, as the number of shares of
        Common Stock purchased by the Plan Administrator pursuant to the Plan
        will depend on the amount of contributions to be used to purchase shares
        of the Registrant's Common Stock in the open market and the prevailing
        market prices.

   (2)  Estimated solely for the purpose of calculating the amount of the
        registration fee in accordance with Rule 457(g) under the Securities Act
        of 1933.  The calculation of the proposed maximum aggregate offering
        price has been based upon (1) the registration hereunder of an aggregate
        of 600,000 shares and (2) the average of the high and low sales prices,
        $37 3/8 and $37, respectively, of the Registrant's Common Stock on the
        New York Stock Exchange on June 24, 1994 as reported in The Wall Street
        Journal. 



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

















                                        2
PAGE
<PAGE>




                                      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 MoneyMatch Plus Plan (the "Plan") of Thermo
   Electron Corporation (the "Registrant" or the "Company") pursuant to Rule
   428(b) (1) under the Securities Act of 1933, as amended (the "Securities
   Act").


                                      PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

        The Registrant and the Plan are 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 file reports, proxy statements and other information
   with the Securities and Exchange Commission (the "Commission").  The
   following documents, which are on file with the Commission, are incorporated
   in this Registration Statement by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
   ended January 1, 1994.

        (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
   quarter ended April 2, 1994.

        (c)  The Plan's Annual Report Form 11-K for the plan year ended December
   31, 1992.

        (d)  The description of the Registrant's Common Stock, contained in the
   Registrant's Registration Statement on Form 8-A, as amended, and the
   description of the Registrant's Preferred Stock Purchase Rights contained in
   the Registrant's Registration Statement on Form 8-A, as amended.

        All reports or proxy statements filed by the Company or the Plan
   pursuant to Sections 13(a), 13(c), 14 and 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 is a
   full-time employee of the Company and owns or has the right to acquire,

                                        3
PAGE
<PAGE>




   pursuant to the exercise of stock options, shares of the Common Stock of the
   Company and of certain of its subsidiaries, the fair market value of which
   exceeds $50,000.

   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 interests
   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 of 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
   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.


                                        4
PAGE
<PAGE>





   Item 7.  Exemption of Registration Claimed.

        Not Applicable.

   Item 8.  Exhibits.

        The Exhibit Index immediately preceding the exhibits is attached hereto
   and incorporated herein by reference.  The Company has obtained a favorable
   determination from the Internal Revenue Service (the "IRS") for the Plan.
   The Company undertakes to submit any amendments to the Plan to the IRS in a
   timely manner and to make all changes required by the IRS in order to qualify
   the Plan under the Employee Retirement Income Security Act of 1974, as
   amended, and Sections 401(a) and 401(k) of the Internal Revenue Code of 1986,
   as amended.

   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 in 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.




                                        5
PAGE
<PAGE>




             (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)  The undersigned 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 herein, and the offering of such
   securities at that time shall 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.




























                                        6
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 this 28th day of June, 1994.

                                 THERMO ELECTRON CORPORATION


                                 By:  George N. Hatsopoulos
                                      -------------------------
                                      George N. Hatsopoulos, President 
                                      and Chief Executive Officer


                                 POWER OF ATTORNEY

        Each of the undersigned Directors and Officers of Thermo Electron
   Corporation hereby appoints John N. Hatsopoulos, Paul F. Kelleher, Theo
   Melas-Kyriazi, Seth H. Hoogasian and Sandra L. Lambert, 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

                             President, Chief Executive
                             Officer, Chairman of the
   George N. Hatsopoulos     Board of Directors            June 28, 1994
   ------------------------
   George N. Hatsopoulos


                             Executive Vice President
   John N. Hatsopoulos       and Chief Financial Officer   June 28, 1994
   ------------------------
   John N. Hatsopoulos


                             Vice President, Finance
   Paul F. Kelleher          (Chief Accounting Officer)    June 28, 1994
   ------------------------
   Paul F. Kelleher



                                        7
PAGE
<PAGE>




           Signature                    Title                  Date


   John M. Albertine         Director                      June 28, 1994
   ------------------------

   John M. Albertine

   Peter O. Crisp            Director                      June 28, 1994
   ------------------------

   Peter O. Crisp


   Elias P. Gyftopoulos      Director                      June 28, 1994
   ------------------------
   Elias P. Gyftopoulos


   Frank Jungers             Director                      June 28, 1994
   -------------
   Frank Jungers


   Robert A. McCabe          Director                      June 28, 1994
   ------------------------
   Robert A. McCabe


   Frank E. Morris           Director                      June 28, 1994
   ------------------------
   Frank E. Morris


   Donald E. Noble           Director                      June 28, 1994
   ------------------------
   Donald E. Noble


   Hutham S. Olayan          Director                      June 28,1994
   ------------------------
   Hutham S. Olayan


   Roger D. Wellington       Director                      June 28, 1994
   ------------------------
   Roger D. Wellington




















                                        8
PAGE
<PAGE>





        Pursuant to the requirements of the Securities Act of 1933, as amended,
   the Plan Administrator of the Thermo Electron Corporation MoneyMatch Plus
   Plan 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 28th day of June, 1994.

                            Thermo Electron Corporation MoneyMatch Plus Plan

                            By:  Thermo Electron Corporation,
                                 Plan Administrator

                                 By:  Theo Melas-Kyriazi
                                      ----------------------------

                                      Theo Melas-Kyriazi, Treasurer             
                   










































                                        9
PAGE
<PAGE>




                                   EXHIBIT INDEX


   Exhibit 
   Number         Description                                  Page
   ------         -----------                                  ----

   4.1            Amended and Restated Certificate of 
                  Incorporation of the Registrant               11

   4.2            By-Laws of the Registrant (incorporated 
                  herein by reference to Exhibit 3.2 to the 
                  Registrant's Annual Report on Form 10-K 
                  for the fiscal year ended January 2, 1988).

   4.3            Rights Agreement dated as of May 4, 1988 
                  between the Registrant and The First National 
                  Bank of Boston, as Rights Agent (incorpo-
                  rated herein by reference to Exhibit 1 to 
                  the Form 8-A filed with the Commission on 
                  May 17, 1988).

   5.1            Opinion of Seth H. Hoogasian, Esq.            31

   23.1           Consent of Arthur Andersen & Co.              33

   23.2           Consent of Arthur Andersen & Co.              34

   23.3           Consent of Seth H. Hoogasian, Esq. 
                  (contained in his opinion filed as 
                  Exhibit 5.1).

   24.1           Power of Attorney (see pages 7 and 8 of 
                  this Registration Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22447}]
{"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": "033-54347", "film-number": "94536552"}, "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 June 29, 1994.
                                                   Registration No. 33-      
   _____________________________________________________________________________

                        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
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046
                (Address of Principal Executive Offices) (Zip Code)

                 THERMO ELECTRON CORPORATION MONEYMATCH PLUS PLAN
                               (Full Title of Plan)

                           Sandra L. Lambert, Secretary
                            Thermo Electron Corporation
                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046
                      (Name and Address of Agent for Service)

                                    Copies to:
                     Seth H. Hoogasian, Esq., General Counsel
                            Thermo Electron Corporation
                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046

                                   (617) 622-1000
           (Telephone Number, Including Area Code, of Agent For Service)

                                  ---------------
PAGE
CALCULATION OF REGISTRATION FEE
   _____________________________________________________________________________
                                               

     Title of                 Proposed       Proposed
    securities   Amount to     Maximum       Maximum       Amount of
       to be         be       Offering      aggregate     registration
    registered   registered   Price Per   offering price      fee
                                Share
   Common
   Stock, $1.00 600,000 (1) $37.1875 (2) $22,312,500 (2)   $7,694 (2)
   par value
   per share

        In addition, pursuant to Rule 416 under the Securities Act of 1933, this
   Registration Statement also covers an indeterminate amount of interests to be
   offered or sold pursuant to the employee benefit plan described herein and an
   indeterminate number of shares of the Registrant's Common Stock as may be
   issuable in connection with adjustments under such plan to reflect certain
   changes in the Registrant's capital structure, including stock dividends or
   stock split-ups.

   (1)  The number of shares of Common Stock which will actually be issued under
        the Plan cannot be determined at this time, as the number of shares of
        Common Stock purchased by the Plan Administrator pursuant to the Plan
        will depend on the amount of contributions to be used to purchase shares
        of the Registrant's Common Stock in the open market and the prevailing
        market prices.

   (2)  Estimated solely for the purpose of calculating the amount of the
        registration fee in accordance with Rule 457(g) under the Securities Act
        of 1933.  The calculation of the proposed maximum aggregate offering
        price has been based upon (1) the registration hereunder of an aggregate
        of 600,000 shares and (2) the average of the high and low sales prices,
        $37 3/8 and $37, respectively, of the Registrant's Common Stock on the
        New York Stock Exchange on June 24, 1994 as reported in The Wall Street
        Journal. 

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

                                        2
PAGE
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 MoneyMatch Plus Plan (the "Plan") of Thermo
   Electron Corporation (the "Registrant" or the "Company") pursuant to Rule
   428(b) (1) under the Securities Act of 1933, as amended (the "Securities
   Act").

                                      PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

        The Registrant and the Plan are 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 file reports, proxy statements and other information
   with the Securities and Exchange Commission (the "Commission").  The
   following documents, which are on file with the Commission, are incorporated
   in this Registration Statement by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
   ended January 1, 1994.

        (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
   quarter ended April 2, 1994.

        (c)  The Plan's Annual Report Form 11-K for the plan year ended December
   31, 1992.

        (d)  The description of the Registrant's Common Stock, contained in the
   Registrant's Registration Statement on Form 8-A, as amended, and the
   description of the Registrant's Preferred Stock Purchase Rights contained in
   the Registrant's Registration Statement on Form 8-A, as amended.

        All reports or proxy statements filed by the Company or the Plan
   pursuant to Sections 13(a), 13(c), 14 and 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 is a
   full-time employee of the Company and owns or has the right to acquire,

                                        3
PAGE
pursuant to the exercise of stock options, shares of the Common Stock of the
   Company and of certain of its subsidiaries, the fair market value of which
   exceeds $50,000.

   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 interests
   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 of 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
   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.

                                        4
PAGE
Item 7.  Exemption of Registration Claimed.

        Not Applicable.

   Item 8.  Exhibits.

        The Exhibit Index immediately preceding the exhibits is attached hereto
   and incorporated herein by reference.  The Company has obtained a favorable
   determination from the Internal Revenue Service (the "IRS") for the Plan.
   The Company undertakes to submit any amendments to the Plan to the IRS in a
   timely manner and to make all changes required by the IRS in order to qualify
   the Plan under the Employee Retirement Income Security Act of 1974, as
   amended, and Sections 401(a) and 401(k) of the Internal Revenue Code of 1986,
   as amended.

   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 in 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.

                                        5
PAGE
(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)  The undersigned 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 herein, and the offering of such
   securities at that time shall 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.

                                        6
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 this 28th day of June, 1994.

                                 THERMO ELECTRON CORPORATION

                                 By:  George N. Hatsopoulos
                                      -------------------------
                                      George N. Hatsopoulos, President 
                                      and Chief Executive Officer

                                 POWER OF ATTORNEY

        Each of the undersigned Directors and Officers of Thermo Electron
   Corporation hereby appoints John N. Hatsopoulos, Paul F. Kelleher, Theo
   Melas-Kyriazi, Seth H. Hoogasian and Sandra L. Lambert, 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

                             President, Chief Executive
                             Officer, Chairman of the
   George N. Hatsopoulos     Board of Directors            June 28, 1994
   ------------------------
   George N. Hatsopoulos

                             Executive Vice President
   John N. Hatsopoulos       and Chief Financial Officer   June 28, 1994
   ------------------------
   John N. Hatsopoulos

                             Vice President, Finance
   Paul F. Kelleher          (Chief Accounting Officer)    June 28, 1994
   ------------------------
   Paul F. Kelleher

                                        7
PAGE
Signature                    Title                  Date

   John M. Albertine         Director                      June 28, 1994
   ------------------------

   John M. Albertine

   Peter O. Crisp            Director                      June 28, 1994
   ------------------------

   Peter O. Crisp

   Elias P. Gyftopoulos      Director                      June 28, 1994
   ------------------------
   Elias P. Gyftopoulos

   Frank Jungers             Director                      June 28, 1994
   -------------
   Frank Jungers

   Robert A. McCabe          Director                      June 28, 1994
   ------------------------
   Robert A. McCabe

   Frank E. Morris           Director                      June 28, 1994
   ------------------------
   Frank E. Morris

   Donald E. Noble           Director                      June 28, 1994
   ------------------------
   Donald E. Noble

   Hutham S. Olayan          Director                      June 28,1994
   ------------------------
   Hutham S. Olayan

   Roger D. Wellington       Director                      June 28, 1994
   ------------------------
   Roger D. Wellington

                                        8
PAGE
Pursuant to the requirements of the Securities Act of 1933, as amended,
   the Plan Administrator of the Thermo Electron Corporation MoneyMatch Plus
   Plan 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 28th day of June, 1994.

                            Thermo Electron Corporation MoneyMatch Plus Plan

                            By:  Thermo Electron Corporation,
                                 Plan Administrator

                                 By:  Theo Melas-Kyriazi
                                      ----------------------------

                                      Theo Melas-Kyriazi, Treasurer             
                   

                                        9
PAGE
EXHIBIT INDEX

   Exhibit 
   Number         Description                                  Page
   ------         -----------                                  ----

   4.1            Amended and Restated Certificate of 
                  Incorporation of the Registrant               11

   4.2            By-Laws of the Registrant (incorporated 
                  herein by reference to Exhibit 3.2 to the 
                  Registrant's Annual Report on Form 10-K 
                  for the fiscal year ended January 2, 1988).

   4.3            Rights Agreement dated as of May 4, 1988 
                  between the Registrant and The First National 
                  Bank of Boston, as Rights Agent (incorpo-
                  rated herein by reference to Exhibit 1 to 
                  the Form 8-A filed with the Commission on 
                  May 17, 1988).

   5.1            Opinion of Seth H. Hoogasian, Esq.            31

   23.1           Consent of Arthur Andersen & Co.              33

   23.2           Consent of Arthur Andersen & Co.              34

   23.3           Consent of Seth H. Hoogasian, Esq. 
                  (contained in his opinion filed as 
                  Exhibit 5.1).

   24.1           Power of Attorney (see pages 7 and 8 of 
                  this Registration Statement).