UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                  ____________________________________________

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                 Date of Report
                        (Date of earliest event reported)
                                December 17, 2004

                  ____________________________________________

                           THERMO ELECTRON CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

Delaware                                1-8002                        04-2209186
(State or other Jurisdiction    (Commission File Number)           (IRS Employer
of Incorporation)                                            Identification No.)

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

                                 (781) 622-1000
                         (Registrant's Telephone Number,
                              Including Area Code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing  obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an
             Off-Balance Sheet Arrangement of a Registrant.

     On December 17, 2004, Thermo Electron Corporation ("Thermo") entered into a
Five Year  Credit  Agreement  (the  "Agreement")  with  Barclays  Bank  plc,  as
administrative agent, ABN Amro Bank N.V., as syndication agent, Bank of America,
N.A. and JPMorgan  Chase Bank,  N.A., as  co-documentation  agents,  and certain
financial institutions, as lenders. Thermo has not borrowed any amount under the
Agreement at this time.

     The Agreement  replaces the existing  Amended and Restated  364-Day  Credit
Agreement,  dated as of December  19, 2003 that was due to expire  December  17,
2004, and the existing  Three-Year  Credit  Agreement,  dated as of December 20,
2002 that was due to expire December 20, 2005, each among Thermo,  ABN Amro Bank
N.V., as syndication  agent,  Fleet National Bank, N.A. and JPMorgan Chase Bank,
N.A., as co-documentation  agents,  Barclays Bank plc, as administrative  agent,
and certain financial institutions, as lenders (together, the "Prior Facility").
The Prior  Facility was  terminated  on December 17, 2004. At no time were there
any borrowings under the Prior Facility.

     The  Agreement  provides  for a  $250,000,000  five year  revolving  credit
facility  terminating on December 17, 2009.  The aggregate  amount of the credit
facility may be increased, at the request of Thermo, by up to $100,000,000 (with
the consent of the administrative agent).  Existing lenders are not obligated to
increase their commitments  under the credit facility,  however Thermo may, with
the consent of the  administrative  agent,  bring in new lenders.  The aggregate
amount of the  credit  facility  may be  reduced  from  time to time by  Thermo.
Borrowings under the Agreement mature and become payable in full on December 17,
2009.

     At Thermo's  option,  borrowings under the Agreement may bear interest at a
rate per annum  equal to (a) the base rate  (which is the higher of (i) the rate
of interest  publicly  announced  by Barclays plc as its prime rate and (ii) the
federal  funds  effective  rate from time to time plus 0.5% to 0.625% or (b) the
eurocurrency  rate  (which is a  publicly  published  rate)  plus an  applicable
margin.  Interest  on base rate  borrowings,  if any,  is payable  quarterly  in
arrears.  Interest  on  eurocurrency/applicable  margin  borrowings,  if any, is
payable on the last day of each relevant interest period.

     The Agreement contains  affirmative,  negative and financial  covenants and
events of default (with corresponding grace periods as applicable) customary for
financings of this type. The negative  covenants include certain  limitations on
indebtedness,  liens, fundamental changes, disposition of property, investments,
transactions  with affiliates,  and lines of business.  The financial  covenants
require that Thermo not permit (a) the interest  coverage  ratio to be less than
3.25 to 1.00 and (b) the total debt to total  capitalization ratio to be greater
than  0.50 to 1.00.  The  events  of  default  include  the  failure  to pay any
principal  or interest  when due, a  representation  or  warranty  proving to be
inaccurate  in any  material  respect  on or as of the date made or deemed to be
made, the default in the observation or performance of certain  agreements,  and
the occurrence of certain insolvency or receivership events.

     In the event of certain specified events of default,  the commitments shall
immediately terminate and the borrowings (with accrued interest thereon) and all
other  amounts  owing  under the  Agreement  shall  immediately  become  due and
payable,  and in the  event any other  event of  default,  either or both of the
following  actions may be taken:  (i) with the consent of the required  lenders,
the  administrative  agent may,  or upon the  request of the  required  lenders,
shall,  by notice to Thermo declare the  commitments to be terminated;  and (ii)
with the consent of the required lenders,  the administrative agent may, or upon
the request of the required  lenders,  shall,  by notice to Thermo,  declare the
borrowings (with accrued interest thereon) and all other amounts owing under the
Agreement to be due and payable.

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                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized, on this 20th day of December 2004.


                                                THERMO ELECTRON CORPORATION

                                                    /s/ Kenneth J. Apicerno
                                                By: ----------------------------
                                                    Kenneth J. Apicerno
                                                    Treasurer

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