As filed with the Securities and Exchange Commission on January 14, 1999.
                                     Registration No. 333-
-----------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

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

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

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

      DELAWARE                                             06-1360302
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification Number)

                                2055-C Luna Road
                             Carrollton, Texas 75006
               (Address of Principal Executive Offices) (Zip Code)


                  THERMOLASE CORPORATION EQUITY INCENTIVE PLAN

              THERMOLASE CORPORATION EMPLOYEES STOCK PURCHASE PLAN

              THERMO ELECTRON CORPORATION - THERMOLASE CORPORATION
                         NONQUALIFIED STOCK OPTION PLAN

             THERMO ELECTRON CORPORATION DIRECTORS STOCK OPTION PLAN

               THERMOTREX CORPORATION DIRECTORS STOCK OPTION PLAN

                           (Full Titles of the Plans)


                          Sandra L. Lambert, Secretary
                             ThermoLase Corporation
                         c/o Thermo Electron Corporation
                                 81 Wyman Street
                                 P. O. Box 9046
                        Waltham, Massachusetts 02454-9046
                     (Name and Address of Agent for Service)

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


<PAGE>

                                   Copies to:
                    Seth H. Hoogasian, Esq., General Counsel
                             ThermoLase Corporation
                         c/o Thermo Electron Corporation
                                 81 Wyman Street
                                 P. O. Box 9046
                        Waltham, Massachusetts 02454-9046

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

                         CALCULATION OF REGISTRATION FEE


  Title of                                   Proposed Maximum
Securities         Amount      Proposed       Aggregate         Amount of
to be registered    to be      Maximum      Offering Price   Registration Fee
                 registered    Offering
                               Price Per
                               Share
  Common Stock,
 $.01 par value   1,871,560     $4.50 (2)     $8,422,020 (2)        $2,342
    per share     shares (1)


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

(1)   The shares registered hereunder are divided among the various plans as set
      forth in the following table:

      Name of Plan                                          No. of Shares

      ThermoLase Corporation
            Equity Incentive Plan                            1,000,000

      ThermoLase Corporation Employees
            Stock Purchase Plan                                 50,000

      Thermo Electron Corporation - ThermoLase
            Corporation Nonqualified Stock Option Plan         300,000

      Thermo Electron Corporation Directors
            Stock Option Plan                                  200,000

      ThermoTrex Corporation Directors
            Stock Option Plan                                  321,560

(2)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration  fee in accordance  with Rule 457(h) 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
      1,871,560  shares and (2) the  average  of the high and low sales  prices,
      $4.625 and $4.375,  respectively,  of the Registrant's Common Stock on the
      American   Stock   Exchange  on  January  13,  1999  as  reported  in  the
      consolidated reporting system.



<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 the  respective  participants  in the plans  listed on the cover page of this
Registration  Statement  pursuant to Rule 428(b)(1)  under the Securities Act of
1933, as amended (the "Securities Act"). As used in this Registration Statement,
the terms "Registrant" or "Company" refer to ThermoLase Corporation.


                                     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 fiscal year
                  ended October 3, 1998;

            (b)   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 such  description may be amended from time to
                  time.

      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 of such documents.


Item 4.  Description of Securities.

      Not applicable.


<PAGE>


Item 5.  Interests of Named Experts and Counsel.

      The  validity of the Common Stock  offered  hereby has been passed upon by
Seth H.  Hoogasian,  Esq.,  General Counsel of the Company.  Mr.  Hoogasian is a
full-time  employee of Thermo  Electron  Corporation  ("Thermo  Electron"),  the
majority stockholder of ThermoTrex Corporation ("ThermoTrex"),  which in turn is
the  majority  stockholder  of  the  Company,  is an  officer  of  the  Company,
ThermoTrex  and Thermo  Electron,  and owns or has the right to  acquire  12,800
shares of Common  Stock,  7,714 shares of the common  stock,  $.01 par value per
share, of ThermoTrex and 123,028 shares of the common stock, $1.00 par value per
share, of Thermo Electron.

Item 6.  Indemnification of Directors and Officers.

      The Delaware  General  Corporation  Law and the Company's  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.

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

Item 7.  Exemption from Registration Claimed.

      Not Applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings.

      (a)   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;


<PAGE>

                  (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 end 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 a 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  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by 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  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 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.
<PAGE>


      (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.


<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  Carrollton,  State of  Texas,  on this  14th day of
January, 1999.

                                    THERMOLASE CORPORATION


                                    By:   /s/ Gerald Feldman
                                         Gerald Feldman
                                         President and
                                         Chief Executive Officer


                                POWER OF ATTORNEY

      Each of the undersigned  Directors and Officers of ThermoLase  Corporation
hereby appoints Theo Melas-Kyriazi,  Paul F. Kelleher, Kenneth J. Apicerno, 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 and Director
/s/ Gerald Feldman                                            January 14, 1999
Gerald Feldman
<PAGE>





/s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi            Chief Financial Officer       January 14, 1999


/s/ Paul F. Kelleher          Chief Accounting Officer      January 14, 1999
------------------------      and Director
Paul F. Kelleher                

                              Chairman of the Board of
/s/ Gary S. Weinstein         Directors                     January 14, 1999
------------------------
Gary S. Weinstein

/s/ Carliss Y. Baldwin        Director                      January 14, 1999
------------------------
Carliss Y. Baldwin

/s/ Elias P. Gyftopoulos      Director                      January 14, 1999
------------------------
Elias P. Gyftopoulos

/s/ John T. Keiser            Director                      January 14, 1999
------------------------
John T. Keiser

/s/ Melissa F. Riordan        Director                      January 14, 1999
------------------------
Melissa F. Riordan

/s/ Nicholas T. Zervas        Director                      January 14, 1999
------------------------
Nicholas T. Zervas


<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number            Description


5.1               Opinion of Seth H. Hoogasian, Esq.

23.1              Consent of Arthur Andersen LLP

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

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



<PAGE>





                                                                 EXHIBIT 5.1



                             ThermoLase Corporation
                                2055-C Luna Road
                             Carrollton, Texas 75006




                                                      January 14, 1999

ThermoLase Corporation
2055-C Luna Road
Carrollton, Texas 75006




Re:   Registration Statement on Form S-8
      Relating to 1,871,560 Shares of the Common Stock,
      $.01 par value, of ThermoLase Corporation

Dear Sirs:

      I am General  Counsel to ThermoLase  Corporation,  a Delaware  corporation
(the  "Company"),  and have acted as counsel in connection with the registration
under the  Securities  Act of 1933, as amended,  on Form S-8 (the  "Registration
Statement"),  of 1,871,560 shares of the Company's Common Stock,  $.01 par value
per share (the "Shares") subject to the following  employee benefit plans (each,
a "Plan"):  ThermoLase Corporation Equity Incentive Plan, ThermoLase Corporation
Employees  Stock  Purchase  Plan,  Thermo  Electron   Corporation  -  ThermoTrex
Corporation   Nonqualified  Stock  Option  Plan,  Thermo  Electron   Corporation
Directors Stock Option Plan, and ThermoTrex  Corporation  Directors Stock Option
Plan.

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

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

      1. The Company is a corporation  duly organized,  validly  existing and in
corporate good standing under the laws of the State of Delaware.

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

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

      I hereby  consent  to the filing of this  opinion  as  Exhibit  5.1 to the
Registration Statement.

                                          Very truly yours,


                                          /s/ Seth H. Hoogasian
                                          Seth H. Hoogasian
                                          General Counsel


<PAGE>


                                                             EXHIBIT 23.1







            Consent of Independent Public Accountants
            -----------------------------------------


     As independent public  accountants,  we hereby consent to the incorporation
by  reference  in this  Registration  Statement  on Form S-8 of our report dated
November 9, 1998 (except with respect to the matter  discussed in Note 15, as to
which the date is  November  24,  1998),  included in  ThermoLase  Corporation's
Annual  Report on Form  10-K for the year  ended  October  3,  1998,  and to all
references to our Firm included in this Registration Statement.



                                          ARTHUR ANDERSEN LLP


Boston, Massachusetts
January 12, 1999
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21004}]
{"company-data": {"conformed-name": "THERMOLASE CORP", "cik": "0000901416", "assigned-sic": "2844", "irs-number": "061360302", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70605", "film-number": "99506598"}, "business-address": {"street1": "2055 C LUNA ROAD", "city": "CARROLLTON", "state": "TX", "zip": "75006", "phone": "6176221000"}, "mail-address": {"street1": "2055 C LUNA ROAD", "city": "CARROLLTON", "state": "TX", "zip": "75006"}}
As filed with the Securities and Exchange Commission on January 14, 1999.
                                     Registration No. 333-
-----------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

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

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

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

      DELAWARE                                             06-1360302
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification Number)

                                2055-C Luna Road
                             Carrollton, Texas 75006
               (Address of Principal Executive Offices) (Zip Code)

                  THERMOLASE CORPORATION EQUITY INCENTIVE PLAN

              THERMOLASE CORPORATION EMPLOYEES STOCK PURCHASE PLAN

              THERMO ELECTRON CORPORATION - THERMOLASE CORPORATION
                         NONQUALIFIED STOCK OPTION PLAN

             THERMO ELECTRON CORPORATION DIRECTORS STOCK OPTION PLAN

               THERMOTREX CORPORATION DIRECTORS STOCK OPTION PLAN

                           (Full Titles of the Plans)

                          Sandra L. Lambert, Secretary
                             ThermoLase Corporation
                         c/o Thermo Electron Corporation
                                 81 Wyman Street
                                 P. O. Box 9046
                        Waltham, Massachusetts 02454-9046
                     (Name and Address of Agent for Service)

                                  (781) 622-1000
          (Telephone Number, Including Area Code, of Agent For Service)
Copies to:
                    Seth H. Hoogasian, Esq., General Counsel
                             ThermoLase Corporation
                         c/o Thermo Electron Corporation
                                 81 Wyman Street
                                 P. O. Box 9046
                        Waltham, Massachusetts 02454-9046

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

                         CALCULATION OF REGISTRATION FEE

  Title of                                   Proposed Maximum
Securities         Amount      Proposed       Aggregate         Amount of
to be registered    to be      Maximum      Offering Price   Registration Fee
                 registered    Offering
                               Price Per
                               Share
  Common Stock,
 $.01 par value   1,871,560     $4.50 (2)     $8,422,020 (2)        $2,342
    per share     shares (1)

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

(1)   The shares registered hereunder are divided among the various plans as set
      forth in the following table:

      Name of Plan                                          No. of Shares

      ThermoLase Corporation
            Equity Incentive Plan                            1,000,000

      ThermoLase Corporation Employees
            Stock Purchase Plan                                 50,000

      Thermo Electron Corporation - ThermoLase
            Corporation Nonqualified Stock Option Plan         300,000

      Thermo Electron Corporation Directors
            Stock Option Plan                                  200,000

      ThermoTrex Corporation Directors
            Stock Option Plan                                  321,560

(2)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration  fee in accordance  with Rule 457(h) 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
      1,871,560  shares and (2) the  average  of the high and low sales  prices,
      $4.625 and $4.375,  respectively,  of the Registrant's Common Stock on the
      American   Stock   Exchange  on  January  13,  1999  as  reported  in  the
      consolidated reporting system.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information  required by Part I is included in documents sent or given
to the  respective  participants  in the plans  listed on the cover page of this
Registration  Statement  pursuant to Rule 428(b)(1)  under the Securities Act of
1933, as amended (the "Securities Act"). As used in this Registration Statement,
the terms "Registrant" or "Company" refer to ThermoLase Corporation.

                                     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 fiscal year
                  ended October 3, 1998;

            (b)   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 such  description may be amended from time to
                  time.

      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 of such documents.

Item 4.  Description of Securities.

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

      The  validity of the Common Stock  offered  hereby has been passed upon by
Seth H.  Hoogasian,  Esq.,  General Counsel of the Company.  Mr.  Hoogasian is a
full-time  employee of Thermo  Electron  Corporation  ("Thermo  Electron"),  the
majority stockholder of ThermoTrex Corporation ("ThermoTrex"),  which in turn is
the  majority  stockholder  of  the  Company,  is an  officer  of  the  Company,
ThermoTrex  and Thermo  Electron,  and owns or has the right to  acquire  12,800
shares of Common  Stock,  7,714 shares of the common  stock,  $.01 par value per
share, of ThermoTrex and 123,028 shares of the common stock, $1.00 par value per
share, of Thermo Electron.

Item 6.  Indemnification of Directors and Officers.

      The Delaware  General  Corporation  Law and the Company's  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.

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

Item 7.  Exemption from Registration Claimed.

      Not Applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings.

      (a)   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.  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 end 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 a 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  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by 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  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 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.
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  Carrollton,  State of  Texas,  on this  14th day of
January, 1999.

                                    THERMOLASE CORPORATION

                                    By:   /s/ Gerald Feldman
                                         Gerald Feldman
                                         President and
                                         Chief Executive Officer

                                POWER OF ATTORNEY

      Each of the undersigned  Directors and Officers of ThermoLase  Corporation
hereby appoints Theo Melas-Kyriazi,  Paul F. Kelleher, Kenneth J. Apicerno, 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 and Director
/s/ Gerald Feldman                                            January 14, 1999
Gerald Feldman
/s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi            Chief Financial Officer       January 14, 1999

/s/ Paul F. Kelleher          Chief Accounting Officer      January 14, 1999
------------------------      and Director
Paul F. Kelleher                

                              Chairman of the Board of
/s/ Gary S. Weinstein         Directors                     January 14, 1999
------------------------
Gary S. Weinstein

/s/ Carliss Y. Baldwin        Director                      January 14, 1999
------------------------
Carliss Y. Baldwin

/s/ Elias P. Gyftopoulos      Director                      January 14, 1999
------------------------
Elias P. Gyftopoulos

/s/ John T. Keiser            Director                      January 14, 1999
------------------------
John T. Keiser

/s/ Melissa F. Riordan        Director                      January 14, 1999
------------------------
Melissa F. Riordan

/s/ Nicholas T. Zervas        Director                      January 14, 1999
------------------------
Nicholas T. Zervas
EXHIBIT INDEX

Exhibit
Number            Description

5.1               Opinion of Seth H. Hoogasian, Esq.

23.1              Consent of Arthur Andersen LLP

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

24                Power of Attorney (see  signature  pages to this Registration
                  Statement).
EXHIBIT 5.1

                             ThermoLase Corporation
                                2055-C Luna Road
                             Carrollton, Texas 75006

                                                      January 14, 1999

ThermoLase Corporation
2055-C Luna Road
Carrollton, Texas 75006

Re:   Registration Statement on Form S-8
      Relating to 1,871,560 Shares of the Common Stock,
      $.01 par value, of ThermoLase Corporation

Dear Sirs:

      I am General  Counsel to ThermoLase  Corporation,  a Delaware  corporation
(the  "Company"),  and have acted as counsel in connection with the registration
under the  Securities  Act of 1933, as amended,  on Form S-8 (the  "Registration
Statement"),  of 1,871,560 shares of the Company's Common Stock,  $.01 par value
per share (the "Shares") subject to the following  employee benefit plans (each,
a "Plan"):  ThermoLase Corporation Equity Incentive Plan, ThermoLase Corporation
Employees  Stock  Purchase  Plan,  Thermo  Electron   Corporation  -  ThermoTrex
Corporation   Nonqualified  Stock  Option  Plan,  Thermo  Electron   Corporation
Directors Stock Option Plan, and ThermoTrex  Corporation  Directors Stock Option
Plan.

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

      1. The Company is a corporation  duly organized,  validly  existing and in
corporate good standing under the laws of the State of Delaware.

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

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

      I hereby  consent  to the filing of this  opinion  as  Exhibit  5.1 to the
Registration Statement.

                                          Very truly yours,

                                          /s/ Seth H. Hoogasian
                                          Seth H. Hoogasian
                                          General Counsel
EXHIBIT 23.1

            Consent of Independent Public Accountants
            -----------------------------------------

     As independent public  accountants,  we hereby consent to the incorporation
by  reference  in this  Registration  Statement  on Form S-8 of our report dated
November 9, 1998 (except with respect to the matter  discussed in Note 15, as to
which the date is  November  24,  1998),  included in  ThermoLase  Corporation's
Annual  Report on Form  10-K for the year  ended  October  3,  1998,  and to all
references to our Firm included in this Registration Statement.

                                          ARTHUR ANDERSEN LLP

Boston, Massachusetts
January 12, 1999