SECURITIES AND EXCHANGE COMMISSION


                              Washington, DC  20549


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


                                    FORM 10-Q

   (mark one)

   [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the Quarter ended April 1, 1995.

   [   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934.

                         Commission File Number 1-10573


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

   Massachusetts                                                    04-2891371
   (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                          Identification No.)

   81 Wyman Street, P.O. Box 9046
   Waltham, Massachusetts                                           02254-9046
   (Address of principal executive offices)                         (Zip Code)


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

         Indicate by check mark whether the Registrant (1) has filed all
         reports required to be filed by Section 13 or 15(d) of the
         Securities Exchange Act of 1934 during the preceding 12 months
         (or for such shorter period that the Registrant was required to
         file such reports), and (2) has been subject to such filing
         requirements for the past 90 days.  Yes [ X ]  No [   ]

         Indicate the number of shares outstanding of each of the
         issuer's classes of Common Stock, as of the latest practicable
         date.

                     Class                 Outstanding at April 28, 1995
          ----------------------------     -----------------------------
          Common Stock, $.10 par value                12,367,056
PAGE

                                                                     FORM 10-Q
                                                                 April 1, 1995
                            THERMO POWER CORPORATION
                        


   PART I - Financial Information
   
   Item 1 - Financial Statements
  
   (a) Consolidated Balance Sheet - Assets as of April 1, 1995 and
       October 1, 1994 (In thousands)

                                                        April 1,   October 1,
                                                            1995         1994
                                                        --------   ----------
   Current Assets:
     Cash and cash equivalents                          $ 30,794    $  7,474
     Available-for-sale investments, at quoted market
       value (amortized cost of $12,457) (includes
       $1,397 of related party investments) (Note 2)      12,909           -
     Short-term investments (includes $800 of
       related party investments)                              -      20,405
     Accounts receivable, less allowances of $578
       and $590                                           13,378      13,638
     Unbilled contract costs and fees                      5,917       5,236
     Inventories:
       Raw materials and supplies                         11,881      11,568
       Work in process and finished goods                  3,773       3,294
     Prepaid expenses and income taxes                     3,393       3,138
                                                        --------    --------
                                                          82,045      64,753
                                                        --------    --------
   Rental Assets, at Cost                                  4,789       4,543
     Less: Accumulated depreciation and amortization         435         348
                                                        --------    --------
                                                           4,354       4,195
                                                        --------    --------
   Property, Plant and Equipment, at Cost                 14,169      13,410
     Less: Accumulated depreciation and amortization       6,332       5,731
                                                        --------    --------
                                                           7,837       7,679
                                                        --------    --------
   Long-term Available-for-sale Investments, at
     Quoted Market Value (amortized cost of $471)
     (includes $248 invested in parent company common
     stock) (Note 2)                                         563           -
                                                        --------    --------
   Long-term Investments (includes $18 invested in
     parent company common stock)                              -         471
                                                        --------    --------
   Cost in Excess of Net Assets of Acquired Companies      5,451       5,523
                                                        --------    --------
                                                        $100,250    $ 82,621
                                                        ========    ========

   The accompanying notes are an integral part of these consolidated financial
   statements.

                                        2PAGE

                                                                     FORM 10-Q
                                                                 April 1, 1995
                            THERMO POWER CORPORATION
                        

   (a) Consolidated Balance Sheet - Liabilities and Shareholders' Investment
       as of April 1, 1995 and October 1, 1994 (In thousands except share
       amounts)

                                                        April 1,   October 1,
                                                            1995         1994
                                                        --------   ----------
   Current Liabilities:
     Accounts payable                                   $  9,392    $  9,929
     Accrued payroll and employee benefits                 2,370       2,466
     Accrued warranty costs                                2,914       3,368
     Customer advances                                       682       1,139
     Billings in excess of contract costs and fees           676         562
     Accrued income taxes                                    572         924
     Other accrued expenses                                2,693       2,948
     Due to parent company                                   329         274
                                                        --------    --------
                                                          19,628      21,610
                                                        --------    --------
   Deferred Income Taxes                                     224         192
                                                        --------    --------
   Long-term Obligations                                     323         344
                                                        --------    --------
   Common Stock of Subsidiary Subject to
     Redemption ($18,450 redemption value) (Note 3)       17,288           -
                                                        --------    --------
   Shareholders' Investment:
     Common stock, $.10 par value, 30,000,000
       shares authorized; 12,433,473 and
       12,425,273 shares issued                            1,243       1,243
     Capital in excess of par value                       53,328      53,211
     Retained earnings                                     8,226       6,634
     Treasury stock at cost, 69,603 and 121,140 shares      (363)       (613)
     Net unrealized gain on available-for-sale
       investments (Note 2)                                  353           -
                                                        --------    --------
                                                          62,787      60,475
                                                        --------    --------
                                                        $100,250    $ 82,621
                                                        ========    ========


   The accompanying notes are an integral part of these consolidated financial
   statements.





                                        3PAGE

                                                                     FORM 10-Q
                                                                 April 1, 1995
                            THERMO POWER CORPORATION
                        


   (b) Consolidated Statement of Income for the three months ended 
       April 1, 1995 and April 2, 1994 (In thousands except per share amounts)

                                                          Three Months Ended
                                                         --------------------
                                                         April 1,    April 2,
                                                             1995        1994
                                                         --------    --------
   Revenues                                               $24,912    $22,014
                                                          -------    -------
   Costs and Operating Expenses:
     Cost of revenues                                      19,419     17,619
     Selling, general and administrative expenses           3,807      3,390
     Research and development expenses                        716        433
                                                          -------    -------
                                                           23,942     21,442
                                                          -------    -------

   Operating Income                                           970        572

   Interest Income                                            431        338
   Interest Expense                                            (6)        (7)
   Gain on Sale of Investments (includes
     gain of $285 on sale of related party
     investments in fiscal 1994)                                -        282
                                                          -------    -------
   Income Before Provision for Income Taxes and
     Minority Interest Expense                              1,395      1,185
   Provision for Income Taxes                                 555        456
   Minority Interest Expense                                   35          -
                                                          -------    -------
   Net Income                                             $   805    $   729
                                                          =======    =======

   Earnings per Share                                     $   .07    $   .06
                                                          =======    =======

   Weighted Average Shares                                 12,356     12,294
                                                          =======    =======


   The accompanying notes are an integral part of these consolidated financial
   statements.





                                        4PAGE

                                                                     FORM 10-Q
                                                                 April 1, 1995
                            THERMO POWER CORPORATION
                        

   (b) Consolidated Statement of Income for the six months ended April 1, 1995
       and April 2, 1994 (In thousands except per share amounts)

                                                           Six Months Ended
                                                         --------------------
                                                         April 1,    April 2,
                                                             1995        1994
                                                         --------    --------

   Revenues                                               $47,226    $41,789
                                                          -------    -------
   Costs and Operating Expenses:
     Cost of revenues                                      36,467     33,609
     Selling, general and administrative expenses           7,528      6,471
     Research and development expenses                      1,246        755
                                                          -------    -------
                                                           45,241     40,835
                                                          -------    -------

   Operating Income                                         1,985        954

   Interest Income                                            731        706
   Interest Expense (includes $37 related to
     note to parent company in fiscal 1994)                   (11)       (49)
   Gain (Loss) on Sale of Investments (includes
     gain of $616 on sale of related party
     investments in fiscal 1994)                              (38)       600
                                                          -------    -------
   Income Before Provision for Income Taxes and
     Minority Interest Expense                              2,667      2,211
   Provision for Income Taxes                               1,040        851
   Minority Interest Expense                                   35          -
                                                          -------    -------
   Net Income                                             $ 1,592    $ 1,360
                                                          =======    =======

   Earnings per Share                                     $   .13    $   .11
                                                          =======    =======

   Weighted Average Shares                                 12,342     12,282
                                                          =======    =======


   The accompanying notes are an integral part of these consolidated financial
   statements.






                                        5PAGE

                                                                     FORM 10-Q
                                                                 April 1, 1995
                            THERMO POWER CORPORATION
                            
   (c) Consolidated Statement of Cash Flows for the six months ended
       April 1, 1995 and April 2, 1994 (In thousands)

                                                           Six Months Ended
                                                         --------------------
                                                         April 1,    April 2,
                                                             1995        1994
                                                         --------    --------

   Operating Activities:
     Net income                                           $ 1,592    $ 1,360
     Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
         Depreciation and amortization                        810        642
         Provision for losses on accounts receivable           27         29
         (Gain) loss on sale of investments                    38       (600)
         Minority interest expense                             35          -
         Changes in current accounts:
           Accounts receivable                                233     (1,233)
           Inventories and unbilled contract
             costs and fees                                (1,473)      (613)
           Prepaid expenses and income taxes                 (255)      (520)
           Accounts payable                                  (537)     1,292
           Other current liabilities                       (1,603)       142
                                                          -------    -------
             Net cash provided by (used in)
               operating activities                        (1,133)       499
                                                          -------    -------
   Investing Activities:
     Proceeds from sale and maturities of
       available-for-sale investments                       7,687          -
     Decrease in short-term investments                         -      4,356
     Increase in rental assets                               (265)         -
     Purchases of property, plant and equipment              (813)      (291)
     Proceeds from sale of property, plant and equipment       23          -
     Purchases of long-term investments                         -       (453)
     Other                                                    222          -
                                                          -------    -------
             Net cash provided by investing activities      6,854      3,612
                                                          -------    -------
   Financing Activities:
     Net proceeds from issuance of Company and
       subsidiary common stock (Note 3)                    17,620        239
     Repayment of long-term obligations                       (21)    (3,036)
                                                          -------    -------
             Net cash provided by (used in)
              financing activities                         17,599     (2,797)
                                                          -------    -------
   Increase in Cash and Cash Equivalents                   23,320      1,314
   Cash and Cash Equivalents at Beginning of Period         7,474      6,154
                                                          -------    -------
   Cash and Cash Equivalents at End of Period             $30,794    $ 7,468
                                                          =======    =======
   Cash Paid For:
     Interest                                             $    11    $    49
     Income taxes                                         $ 1,525    $   569

   The accompanying notes are an integral part of these consolidated financial
   statements.

                                        6PAGE

                                                                     FORM 10-Q
                                                                 April 1, 1995
                            THERMO POWER CORPORATION
                        

   (d) Notes to Consolidated Financial Statements - April 1, 1995

   1.   General

        The interim consolidated financial statements have been prepared by
   Thermo Power Corporation (the Company) without audit and, in the opinion of
   management, reflect all adjustments of a normal recurring nature necessary
   for a fair statement of (a) the results of operations for the three- and
   six-month periods ended April 1, 1995 and April 2, 1994, (b) the financial
   position at April 1, 1995, and (c) the cash flows for the six-month periods
   ended April 1, 1995 and April 2, 1994. Interim results are not necessarily
   indicative of results for a full year.

        The consolidated balance sheet presented as of October 1, 1994, has
   been derived from the consolidated financial statements that have been
   audited by the Company's independent public accountants. The consolidated
   financial statements and notes are presented as permitted by Form 10-Q, and
   do not contain certain information included in the annual financial
   statements and notes of the Company. The consolidated financial statements
   and notes included herein should be read in conjunction with the financial
   statements and notes included in the Company's Annual Report on Form 10-K
   for the fiscal year ended October 1, 1994, filed with the Securities and
   Exchange Commission.

   2.   Available-for-sale Investments

        Effective October 2, 1994, the Company adopted Statement of Financial
   Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in
   Debt and Equity Securities." In accordance with SFAS No. 115, the Company's
   debt and marketable equity securities are considered "Available-for-sale
   investments" in the accompanying balance sheet and are carried at market
   value, with the difference between cost and market value, net of related
   tax effects, recorded currently as a component of shareholders' investment
   titled "Net unrealized gain on available-for-sale investments." "Net
   unrealized gain on available-for-sale investments" consists of (1) an
   unrealized gain, net of related tax effects, of $268,000 that was recorded
   as an effect of change in accounting principle adjustment and (2) an
   unrealized gain, net of related tax effects, of $85,000 relating to the
   increase in market value of available-for-sale investments for the
   six-month period ended April 1, 1995.

        The aggregate market value, cost basis, and gross unrealized gains and
   losses of short- and long-term available-for-sale investments by major
   security type, as of April 1, 1995, are as follows:

                                                            Gross       Gross
                                     Market      Cost  Unrealized  Unrealized
   (In thousands)                     Value     Basis       Gains      Losses
   --------------------------------------------------------------------------

   Tax-exempt securities            $ 6,273   $ 6,301     $     -    $    28
   Government agency securities       5,083     5,183           -        100
   Corporate bonds                    1,385       805         580          -
   Other                                731       639         230        138
                                    -------   -------     -------    -------
                                    $13,472   $12,928     $   810    $   266
                                    =======   =======     =======    =======
                                        7PAGE

                                                                     FORM 10-Q
                                                                 April 1, 1995
                            THERMO POWER CORPORATION
                        

   (d) Notes to Consolidated Financial Statements - April 1, 1995 (continued)

   2.   Available-for-sale Investments (continued)

        Short- and long-term available-for-sale investments in the
   accompanying balance sheet at April 1, 1995, include $4,296,000 with
   contractual maturities of one year or less, $8,613,000 with contractual
   maturities of more than one year through five years, and $563,000 with
   contractual maturities of more than five years. Actual maturities may
   differ from contractual maturities as a result of the Company's intent to
   sell these securities prior to maturity and as a result of put and call
   options that enable either the Company and/or the issuer to redeem these
   securities at an earlier date.

        The cost of available-for-sale investments that were sold was based on
   specific identification in determining realized losses recorded in the
   accompanying statement of income. Loss on sale of investments for the
   six-month period ended April 1, 1995, resulted from gross realized losses
   relating to the sale of available-for-sale investments.

   3.   Transaction in Stock of Subsidiary

        On March 6, 1995, the Company's wholly owned subsidiary, ThermoLyte
   Corporation (ThermoLyte), sold 1,845,000 units, each unit consisting of one
   share of ThermoLyte common stock, $.001 par value, and one redemption
   right, at $10.00 per unit, for net proceeds of approximately $17.3 million.
   Holders of the common stock purchased in the offering will have the option
   to require ThermoLyte to redeem in December 1998 and 1999 any or all of
   their shares at $10.00 per share. The redemption rights are guaranteed on a
   subordinated basis by Thermo Electron Corporation (Thermo Electron). In the
   event a payment is made by Thermo Electron under its guarantee, the Company
   has agreed to reimburse Thermo Electron. The difference between the
   redemption value and the original carrying amount of "Common stock subject
   to redemption" is accreted using the straight-line method over the period
   ending December 1998, which corresponds to the first redemption period. The
   accretion is charged to "Minority interest expense." ThermoLyte is
   developing a line of propane-fueled lighting products, including
   flashlights, area lights or lanterns, and hazard lights, as well as
   researching propane-fueled power supplies. Following the offering, the
   Company owned 78% of ThermoLyte's outstanding common stock.


   Item 2 - Management's Discussion and Analysis of Financial Condition and
            Results of Operations
        
   Description of Business

   Industrial Refrigeration Systems
   --------------------------------

        The Company's FES division supplies standard and custom-designed
   refrigeration systems used primarily by the food-processing, petrochemical,
   and pharmaceutical industries. NuTemp, Inc. (NuTemp), which was acquired in
   May 1994, rents and sells remanufactured and new equipment for industrial
   refrigeration applications in the food-processing, petrochemical, and
                                        8PAGE

                                                                     FORM 10-Q
                                                                 April 1, 1995
                            THERMO POWER CORPORATION
                        

   Item 2 - Management's Discussion and Analysis of Financial Condition and
            Results of Operations (continued)
           
   Description of Business (continued)

   pharmaceutical industries, and for commercial cooling applications in  
   institutions and commercial buildings, as well as for service contractors.
   Historically, the demand for NuTemp's equipment is highest in the summer
   period.

   Engines
   -------

        The Company's Crusader Engines division (Crusader) manufactures
   gasoline engines for recreational boats and natural gas-fueled engines for
   vehicle, cooling, pumping, refrigeration, and other industrial
   applications.

   Cooling and Cogeneration Systems
   --------------------------------

        The Company's Tecogen division designs, develops, markets, and
   services packaged cooling and cogeneration systems fueled principally by
   natural gas for sale to commercial, institutional, industrial, and
   multi-unit residential users. Certain large-capacity cooling systems are
   manufactured by FES, and the cogeneration systems are manufactured by
   Crusader.

        Through this segment, the Company also conducts research and
   development on advanced systems for clean-coal combustion and other
   high-efficiency gas-fueled devices. The Company's research and development
   capability and expertise in engine, instrumentation, control, and
   heat-recovery technologies have enabled it to obtain support from outside
   sponsors in industry and government, develop new products, and support
   existing products.

        The Company's revenues by industry segment for the three- and
   six-month periods ended April 1, 1995 and April 2, 1994, are shown in the
   following table.

                                     Three Months Ended     Six Months Ended
                                     ------------------    ------------------
                                     April 1,  April 2,    April 1,  April 2,
   (In thousands)                        1995      1994        1995      1994
   --------------------------------------------------------------------------

   Industrial Refrigeration Systems   $15,263   $14,302    $29,441   $26,485
   Engines                              6,526     4,816     11,681     9,710
   Cooling and Cogeneration Systems     3,843     3,443      7,223     6,464
   Intersegment sales elimination        (720)     (547)    (1,119)     (870)
                                      -------   -------    -------   -------
                                      $24,912   $22,014    $47,226   $41,789
                                      =======   =======    =======   =======




                                        9PAGE

                                                                     FORM 10-Q
                                                                 April 1, 1995
                            THERMO POWER CORPORATION
                        


   Item 2 - Management's Discussion and Analysis of Financial Condition and
            Results of Operations (continued)
        
   Results of Operations

   Second Quarter Fiscal 1995 Compared With Second Quarter Fiscal 1994
   -------------------------------------------------------------------

        Total revenues increased 13% to $24,912,000 in the second quarter of
   fiscal 1995 from $22,014,000 in the second quarter of fiscal 1994.
   Industrial Refrigeration Systems segment revenues increased to $15,263,000
   in 1995 from $14,302,000 in 1994 due to the inclusion of $1,864,000 in
   revenues from NuTemp, which was acquired in May 1994, offset in part by a
   decrease in revenues from custom-engineered refrigeration packages at the
   Company's FES division due to a decrease in demand. Engines segment
   revenues increased 36% to $6,526,000 in 1995 from $4,816,000 in 1994. The
   1995 results include a $2,250,000 increase in revenues from Crusader's
   inboard marine engine-related products due to increased demand. The 1994
   results include $481,000 in revenues from sterndrive marine engine-related
   products. The Company's sterndrive customer exited that market in fiscal
   1994. Cooling and Cogeneration Systems segment revenues increased to
   $3,843,000 in 1995 from $3,443,000 in 1994 due primarily to the inclusion
   of a $312,000 fee received from one of the Company's packaged cogeneration
   systems distributors to satisfy the financial obligations under a minimum
   purchase contract and an increase of $303,000 in revenues from sponsored
   research and development contracts. These increases were offset in part by
   a decrease in revenues from packaged cogeneration systems and, to a lesser
   extent, gas-fueled cooling systems.

        The gross profit margin increased to 22% in the second quarter of
   fiscal 1995 from 20% in the second quarter of fiscal 1994. The gross profit
   margin for the Industrial Refrigeration Systems segment was 22% in 1995,
   compared with 18% in 1994. The increase is due primarily to the inclusion
   of higher-margin NuTemp revenues and, to a lesser extent, an increase in
   margins at FES due to higher-margin sales and lower warranty expenses in
   1995, compared with 1994. The gross profit margin for the Engines segment
   decreased to 13% in 1995 from 14% in 1994 due to a shift in the sales mix
   of marine engine-related products. The gross profit margin for the Cooling
   and Cogeneration Systems segment increased to 33% in 1995 from 32% in 1994
   due to the fee received from one of the Company's packaged cogeneration
   systems distributors as discussed above.

        Selling, general and administrative expenses as a percentage of
   revenues were 15% in the second quarters of both fiscal 1995 and 1994.
   Research and development expenses increased to $716,000 in 1995 from
   $433,000 in 1994, due primarily to development costs associated with
   gas-fueled lighting products and, to a lesser extent, natural gas-engine
   products.

        Interest income increased to $431,000 in the second quarter of fiscal
   1995 from $338,000 in the second quarter of fiscal 1994, reflecting higher
   prevailing interest rates in 1995 and, to a lesser extent, interest income
   earned on the proceeds from ThermoLyte Corporation's March 1995 private
   placement (see Note 3 to Consolidated Financial Statements). The increase
   was offset in part by lower average invested amounts as a result of the
   cash expended for the acquisition of NuTemp in May 1994.

                                       10PAGE

                                                                     FORM 10-Q
                                                                 April 1, 1995
                            THERMO POWER CORPORATION
                        

   Item 2 - Management's Discussion and Analysis of Financial Condition and
            Results of Operations (continued)
            
   First Six Months Fiscal 1995 Compared With First Six Months Fiscal 1994
   -----------------------------------------------------------------------

        Total revenues increased 13% to $47,226,000 in the first six months of
   fiscal 1995 from $41,789,000 in the first six months of fiscal 1994.
   Industrial Refrigeration Systems segment revenues increased 11% to
   $29,441,000 in 1995 from $26,485,000 in 1994 due to the inclusion of
   $4,450,000 in revenues from NuTemp, offset in part by a decrease in
   revenues from custom-engineered refrigeration packages at the Company's FES
   division due to a decrease in demand. Engines segment revenues increased
   20% to $11,681,000 in 1995 from $9,710,000 in 1994. The 1995 results
   include a $3,624,000 increase in revenues from Crusader's inboard marine
   engine-related products due to increased demand. The 1994 results include
   $1,490,000 in revenues from sterndrive marine engine-related products.
   Cooling and Cogeneration Systems segment revenues increased to $7,223,000
   in 1995 from $6,464,000 in 1994 due primarily to the inclusion of a
   $1,187,000 fee received from one of the Company's packaged cogeneration
   systems distributors in lieu of that distributor making minimum purchases
   required by contract. This increase was offset in part by a decrease in
   revenues from packaged cogeneration systems and, to a lesser extent,
   gas-fueled cooling systems.

        The gross profit margin increased to 23% in the first six months of
   fiscal 1995 from 20% in the first six months of fiscal 1994. The gross
   profit margin for the Industrial Refrigeration Systems segment increased to
   24% in 1995 from 19% in 1994 due primarily to the reasons discussed in the
   results of operations for the second quarter. The gross profit margin for
   the Engines segment remained relatively unchanged at 12% in 1995, compared
   with 13% in 1994. The gross profit margin for the Cooling and Cogeneration
   Systems segment increased to 33% in 1995 from 30% in 1994, due primarily to
   the fee received from one of the Company's packaged cogeneration systems
   distributors as discussed above.

        Selling, general and administrative expenses as a percentage of
   revenues remained relatively unchanged at 16% in the first six months of
   fiscal 1995, compared with 15% in the first six months of fiscal 1994.
   Research and development expenses increased to $1,246,000 in 1995 from
   $755,000 in 1994, due primarily to development costs associated with
   gas-fueled lighting products and, to a lesser extent, natural gas-engine
   products.

        Interest income increased to $731,000 in the first six months of
   fiscal 1995 from $706,000 in the first six months of fiscal 1994 due to the
   reasons discussed in the results of operations for the second quarter.
   Interest expense decreased to $11,000 in 1995 from $49,000 in 1994 due to
   the repayment of a $3,000,000 principal amount 6.2% subordinated
   convertible note to Thermo Electron Corporation (Thermo Electron) in the
   first quarter of fiscal 1994.


                                       11PAGE

                                                                     FORM 10-Q
                                                                 April 1, 1995
                            THERMO POWER CORPORATION
                        

   Item 2 - Management's Discussion and Analysis of Financial Condition and
            Results of Operations (continued)
           
   Financial Condition

   Liquidity and Capital Resources
   -------------------------------

        Working capital was $62,417,000 at April 1, 1995, compared with
   $43,143,000 at October 1, 1994. Included in working capital were cash, cash
   equivalents, and short-term investments of $43,703,000 at April 1, 1995 and
   $27,879,000 at October 1, 1994. During the first six months of fiscal 1995,
   $1,133,000 of cash was used in operating activities. In March 1995, the
   Company's ThermoLyte Corporation subsidiary completed a private placement
   for net proceeds of approximately $17.3 million (see Note 3 to Consolidated
   Financial Statements). As of April 1, 1995, the Company's short-term
   available-for-sale investments included subordinated convertible debentures
   issued by Thermedics Inc. (Thermedics) that were purchased on the open
   market for $651,000 and have a market value of $1,397,000. Thermedics is a
   majority-owned subsidiary of Thermo Electron. As of April 1, 1995, the
   Company owned 7,313 shares of Thermo Electron common stock (adjusted to
   reflect a three-for-two stock split) that were purchased for $18,000 and
   have a market value of $248,000.  The Company currently expects to make
   capital expenditures of approximately $1,500,000 during the remainder of
   fiscal 1995, primarily for machinery and equipment. The Company believes
   its existing resources are sufficient to meet the capital requirements of
   its existing operations for the foreseeable future.

   PART II - Other Information
  
   Item 4 - Submission of Matters to a Vote of Security Holders
 
        On March 14, 1995, at the Annual Meeting of Shareholders, the
   shareholders elected seven incumbent directors to a one-year term expiring
   in 1996. The directors reelected at the meeting were: Marshall J.
   Armstrong, Peter O. Crisp, George N. Hatsopoulos, John N. Hatsopoulos,
   Robert C. Howard, Donald E. Noble, and Paul E. Tsongas. Messrs. Armstrong,
   G. Hatsopoulos, J. Hatsopoulos, and Howard each received 9,921,553 shares
   voted in favor of his election and 6,174 shares voted against. Mr. Crisp  
   received 9,920,853 shares voted in favor of his election and 6,874 shares
   voted against; Mr. Noble received 9,915,128 shares voted in favor of his
   election and 12,599 shares voted against; and Mr. Tsongas received
   9,922,253 shares voted in favor of his election and 5,474 shares voted
   against. No broker nonvotes were recorded on the election of directors.

        The shareholders also approved a proposal to amend the directors stock
   option plan to change the formula for the award of stock options to
   purchase common stock of the Company to its outside Directors and also to
   provide for the automatic grant of stock options to purchase common stock
   of majority-owned subsidiaries of the Company to its outside directors as
   follows: 9,866,829 shares voted in favor, 48,288 shares voted against, and
   12,610 shares abstained. No broker nonvotes were recorded on this proposal.

   Item 6 - Exhibits
   
        See Exhibit Index on the page immediately preceding exhibits.

                                       12PAGE

                                                                     FORM 10-Q
                                                                 April 1, 1995
                            THERMO POWER CORPORATION
                        

                                   SIGNATURES
                                

        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 thereunto duly authorized as of the 5th day of May 1995.



                                             THERMO POWER CORPORATION



                                             Paul F. Kelleher
                                             ---------------------------
                                             Paul F. Kelleher
                                             Chief Accounting Officer



                                             John N. Hatsopoulos
                                             ---------------------------
                                             John N. Hatsopoulos
                                             Chief Financial Officer
























                                       13PAGE

                                                                     FORM 10-Q
                                                                 April 1, 1995
                            THERMO POWER CORPORATION
                        

                                  EXHIBIT INDEX
                                  

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

    10.1      Directors Stock Option Plan of the Registrant, as
              amended.

    27        Financial Data Schedule.