As filed with the Securities and Exchange Commission on January 10, 1997.
                                                 Registration No. 033-      
   _____________________________________________________________________________

                        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)


         COLEMAN RESEARCH CORPORATION 401(K) EMPLOYEE STOCK OWNERSHIP 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      Maximum       Maximum       Amount of
       to be         to be      Offering     Aggregate     Registration
     registered   registered   Price Per   Offering Price      Fee
                                 Share
   Common Stock,                                                 
     $1.00 par      250,000   $37 3/4 (1)  $9,437,500(1)    $2,860 (1)
     value per      shares
       share 

   _______________

   (1)  Estimated solely for the purpose of calculating the amount of the
        registration fee pursuant to Rule 457(c) based on the average of the
        high and low sales prices of the Common Stock on the New York Stock
        Exchange on January 9, 1997.

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 Coleman Research Corporation 401(k) Employee
   Stock Ownership Plan, as amended, 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 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
   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 Company's Annual Report on Form 10-K for the year ended
             December 30, 1995, as amended.

        (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
             March 30, 1996, as amended.

        (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
             June 29, 1996, as amended.

        (d)  The Company's Current Report on Form 8-K filed with the Commission
             on January 9, 1996 with respect to the issuance of its 4 1/4%
             Convertible Subordinated Debentures due 2003.

        (e)  The Company's Current Report on Form 8-K filed with the Commission
             on January 26, 1996 with respect to the adoption of a Shareholder
             Rights Plan on January 19, 1996.

        (f)  The Company's Current Report on Form 8-K filed with the Commission
             on April 19, 1996 with respect to its guarantees of obligations
             under Thermo TerraTech Inc.'s 4 5/8% Convertible Subordinated
             Debentures due 2003.

        (g)  The Company's Quarterly Report on Form 10-Q for the quarter ended
             September 28, 1996.

        (h)  The Company's Current Report on Form 8-K filed with the Commission
             on November 5, 1996 with respect to its guarantees of obligations
             under Thermo Instrument Systems Inc.'s 4 1/2% Senior Convertible
             Debentures due 2003.




                                        1
PAGE
<PAGE>




        (i)  The description of the Common Stock which is 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 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 owns
   or has the right to acquire, pursuant to the exercise of stock options,
   shares of the Common Stock of the Company and of certain of the Company's
   subsidiaries, the fair market value of which exceeds $50,000.

   Item 6.  Indemnification of Directors and Officers. 

        The Delaware General Corporation Law and the Company's Amended and
   Restated Certificate of Incorporation and By-Laws limit the monetary
   liability of directors to the Company and to its stockholders and provide for
   indemnification of the Company'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
   the Company, and with respect to any criminal action or proceeding, actions
   that the indemnitee had no reasonable cause to believe were unlawful. The
   Company also 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 of 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)  The undersigned Registrant hereby undertakes:



                                        2
PAGE
<PAGE>




             (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.  Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high and of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than 20 percent change in
        the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective 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.

        (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

                                        3
PAGE
<PAGE>




   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.














































                                        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 this 9th day of January, 1997.

                                 THERMO ELECTRON CORPORATION

                                 By:  /s/ George N. Hatsopoulos 
                                      George N. Hatsopoulos,  
                                      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, Jonathan
   W. Painter, 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
            ---------              -----                     ____
                                                        


                              Chief Executive Officer,
                              Chairman of the Board and
   /s/ George N. Hatsopoulos  Director                        January 9, 1997
   George N. Hatsopoulos



                              President 
   /s/ John N. Hatsopoulos    and Chief Financial Officer     January 9, 1997
   John N. Hatsopoulos





                                        5
PAGE
<PAGE>




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


                              Vice President, Finance 
   /s/ Paul F. Kelleher       (Chief Accounting Officer)      January 9, 1997
   Paul F. Kelleher



   /s/ John M. Albertine      Director                        January 9, 1997
   John M. Albertine



   /s/ Peter O. Crisp         Director                        January 9, 1997
   Peter O. Crisp


   /s/ Elias P. Gyftopoulos   Director                        January 9, 1997
   Elias P. Gyftopoulos


                              Director                        January   , 1997

   Frank Jungers


   /s/ Robert A. McCabe       Director                        January 9, 1997
   Robert A. McCabe


   /s/ Frank E. Morris        Director                        January 9, 1997
   Frank E. Morris



   /s/ Donald E. Noble        Director                        January 9, 1997
   Donald E. Noble



   /s/ Hutham S. Olayan       Director                        January 9, 1997
   Hutham S. Olayan



   /s/ Roger D. Wellington    Director                        January 9, 1997
   Roger D. Wellington






                                        6
PAGE
<PAGE>






                                   EXHIBIT INDEX


   Exhibit 
   Number         Description                                  Page


   5              Opinion of Seth H. Hoogasian, Esq.             8

   23(a)          Consent of Arthur Andersen LLP                10

   23(b)          Consent of Seth H. Hoogasian, Esq. 
                  (contained in his opinion filed as 
                  Exhibit 5).

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







   AA963540054
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17586}]
{"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": "333-19535", "film-number": "97504098"}, "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 January 10, 1997.
                                                 Registration No. 033-      
   _____________________________________________________________________________

                        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)

         COLEMAN RESEARCH CORPORATION 401(K) EMPLOYEE STOCK OWNERSHIP 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      Maximum       Maximum       Amount of
       to be         to be      Offering     Aggregate     Registration
     registered   registered   Price Per   Offering Price      Fee
                                 Share
   Common Stock,                                                 
     $1.00 par      250,000   $37 3/4 (1)  $9,437,500(1)    $2,860 (1)
     value per      shares
       share 

   _______________

   (1)  Estimated solely for the purpose of calculating the amount of the
        registration fee pursuant to Rule 457(c) based on the average of the
        high and low sales prices of the Common Stock on the New York Stock
        Exchange on January 9, 1997.

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 Coleman Research Corporation 401(k) Employee
   Stock Ownership Plan, as amended, 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 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
   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 Company's Annual Report on Form 10-K for the year ended
             December 30, 1995, as amended.

        (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
             March 30, 1996, as amended.

        (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
             June 29, 1996, as amended.

        (d)  The Company's Current Report on Form 8-K filed with the Commission
             on January 9, 1996 with respect to the issuance of its 4 1/4%
             Convertible Subordinated Debentures due 2003.

        (e)  The Company's Current Report on Form 8-K filed with the Commission
             on January 26, 1996 with respect to the adoption of a Shareholder
             Rights Plan on January 19, 1996.

        (f)  The Company's Current Report on Form 8-K filed with the Commission
             on April 19, 1996 with respect to its guarantees of obligations
             under Thermo TerraTech Inc.'s 4 5/8% Convertible Subordinated
             Debentures due 2003.

        (g)  The Company's Quarterly Report on Form 10-Q for the quarter ended
             September 28, 1996.

        (h)  The Company's Current Report on Form 8-K filed with the Commission
             on November 5, 1996 with respect to its guarantees of obligations
             under Thermo Instrument Systems Inc.'s 4 1/2% Senior Convertible
             Debentures due 2003.

                                        1
PAGE
(i)  The description of the Common Stock which is 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 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 owns
   or has the right to acquire, pursuant to the exercise of stock options,
   shares of the Common Stock of the Company and of certain of the Company's
   subsidiaries, the fair market value of which exceeds $50,000.

   Item 6.  Indemnification of Directors and Officers. 

        The Delaware General Corporation Law and the Company's Amended and
   Restated Certificate of Incorporation and By-Laws limit the monetary
   liability of directors to the Company and to its stockholders and provide for
   indemnification of the Company'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
   the Company, and with respect to any criminal action or proceeding, actions
   that the indemnitee had no reasonable cause to believe were unlawful. The
   Company also 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 of 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)  The undersigned Registrant hereby undertakes:

                                        2
PAGE
(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.  Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high and of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than 20 percent change in
        the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective 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.

        (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

                                        3
PAGE
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.

                                        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 this 9th day of January, 1997.

                                 THERMO ELECTRON CORPORATION

                                 By:  /s/ George N. Hatsopoulos 
                                      George N. Hatsopoulos,  
                                      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, Jonathan
   W. Painter, 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
            ---------              -----                     ____
                                                        

                              Chief Executive Officer,
                              Chairman of the Board and
   /s/ George N. Hatsopoulos  Director                        January 9, 1997
   George N. Hatsopoulos

                              President 
   /s/ John N. Hatsopoulos    and Chief Financial Officer     January 9, 1997
   John N. Hatsopoulos

                                        5
PAGE
Signature              Title                      Date
            ---------              -----                      ____
                                                        

                              Vice President, Finance 
   /s/ Paul F. Kelleher       (Chief Accounting Officer)      January 9, 1997
   Paul F. Kelleher

   /s/ John M. Albertine      Director                        January 9, 1997
   John M. Albertine

   /s/ Peter O. Crisp         Director                        January 9, 1997
   Peter O. Crisp

   /s/ Elias P. Gyftopoulos   Director                        January 9, 1997
   Elias P. Gyftopoulos

                              Director                        January   , 1997

   Frank Jungers

   /s/ Robert A. McCabe       Director                        January 9, 1997
   Robert A. McCabe

   /s/ Frank E. Morris        Director                        January 9, 1997
   Frank E. Morris

   /s/ Donald E. Noble        Director                        January 9, 1997
   Donald E. Noble

   /s/ Hutham S. Olayan       Director                        January 9, 1997
   Hutham S. Olayan

   /s/ Roger D. Wellington    Director                        January 9, 1997
   Roger D. Wellington

                                        6
PAGE
EXHIBIT INDEX

   Exhibit 
   Number         Description                                  Page

   5              Opinion of Seth H. Hoogasian, Esq.             8

   23(a)          Consent of Arthur Andersen LLP                10

   23(b)          Consent of Seth H. Hoogasian, Esq. 
                  (contained in his opinion filed as 
                  Exhibit 5).

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

   AA963540054