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):

                                 April 6, 1998

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

                          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)
incorporation or
organization)

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


                                (781) 622-1000
                        (Registrant's telephone number
                             including area code)

 
Item 5.   Other Events
          ------------

     On April 6, 1998, Thermo Electron Corporation (the "Company") executed (i) 
an Underwriting Agreement (U.S. Version) by and among the Company, Goldman, 
Sachs & Co., Smith Barney Inc., Lehman Brothers Inc. and HSBC Securities, Inc. 
and (ii) an Underwriting Agreement (International Version) by and among the 
Company, Smith Barney Inc., Goldman Sachs International, Lehman Brothers 
International (Europe) and HSBC Securities, Inc. in connection with the 
Company's public offering of 6,500,000 shares (the "Shares") of its Common 
Stock, $1.00 par value per share, pursuant to the Company's shelf registration 
statement on Form S-3 (Reg. No. 333-32111).  The Shares will be sold at a price 
of $40.625 per share.  The closing of the offering is expected to take place on 
April 13, 1998.  The terms of the offering include an option, for thirty days, 
for the underwriters to purchase up to an additional 975,000 shares to cover 
over-allotments.

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

          (a)  Financial Statements of Business Acquired: not applicable.

          (b)  Pro Forma Financial Information: not applicable.

          (c)  Exhibits

               1.1 Underwriting Agreement (U.S. Version), dated April 6, 1998, 
by and among the Company, Goldman, Sachs & Co., Smith Barney Inc., Lehman 
Brothers Inc. and HSBC Securities, Inc.

               1.2 Underwriting Agreement (International Version), dated April 
6, 1998, by and among the Company, Smith Barney Inc., Goldman Sachs 
International, Lehman Brothers International (Europe) and HSBC Securities, Inc.


 
                                   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, thereunto duly authorized, on this 6th day of April, 1998.



                                             THERMO ELECTRON CORPORATION


                                             By: /s/ Sandra L. Lambert
                                                 -------------------------
                                                 Sandra L. Lambert
                                                 Secretary

 
EXHIBIT INDEX

Exhibit No.       Description

   1.1  Underwriting Agreement (U.S. Version), dated April 6, 1998, by and among
the Company, Goldman, Sachs & Co., Smith Barney Inc., Lehman Brothers Inc. and
HSBC Securities, Inc.

   1.2  Underwriting Agreement (International Version), dated April 6, 1998, by 
and among the Company, Smith Barney Inc., Goldman Sachs International, Lehman 
Brothers International (Europe) and HSBC Securities, Inc.