SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                   ___________________________________________


                          AMENDMENT NO. 1 ON FORM 8-K/A

                                 CURRENT REPORT



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



                                 Date of Report
                       (Date of earliest event reported):

                                October 24, 1996

                    ________________________________________


                           THERMO ELECTRON CORPORATION
             (Exact name of Registrant as specified in its charter)

        Delaware                 1-8002              04-2209186
        (State or other          (Commission         I.R.S. Employer
        jurisdiction of          File Number)   Identification Number)

        81 Wyman Street                                   02254-9046
        Waltham, Massachusetts                            (Zip Code)

                                 (617) 622-1000
                         (Registrant's telephone number
                              including area code)
PAGE








        Item 5.   Other Events

             On October 24, 1996, Thermo Instrument Systems Inc. ("Thermo
        Instrument"), a majority-owned subsidiary of Thermo Electron
        Corporation (the "Company") completed the sale at par of $172.5
        million principal amount of 4 1/2% senior convertible debentures
        due 2003.  The debentures are convertible into shares of Thermo
        Instrument's common stock, and are guaranteed by the Company on a
        senior basis.

        Item 7.   Financial Statements, Pro Forma Financial Information
                  and Exhibits


       (c)   Exhibits

             99   Press Release dated October 10, 1996
PAGE







                                   SIGNATURES


             Pursuant to the requirements of the Securities Exchange Act
        of 1934, the Registrant has duly caused this amendment to be
        signed on its behalf by the undersigned thereunto duly
        authorized, on this 11th day of November, 1996.


                                      THERMO ELECTRON CORPORATION



                                      By:  /s/Jonathan W. Painter
                                           Jonathan W. Painter
                                           Treasurer