THERMO INSTRUMENT SYSTEMS INC
10-Q/A, 1995-12-19
MEASURING & CONTROLLING DEVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION


                              Washington, DC 20549


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


                         AMENDMENT NO. 1 ON FORM 10-Q/A

   (mark one)

   [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the Quarter Ended September 30, 1995.

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

                          Commission File Number 1-9786


                         THERMO INSTRUMENT SYSTEMS INC.
             (Exact name of Registrant as specified in its charter)

   Delaware                                                         04-2925809
   (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                          Identification No.)

   504 Airport Road
   Post Office Box 2108
   Santa Fe, New Mexico                                             87504-2108
   (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 October 27, 1995
         ----------------------------     -------------------------------
         Common Stock, $.10 par value                73,106,217
PAGE
<PAGE>

                                                                     FORM 10-Q
                                                            September 30, 1995
                         THERMO INSTRUMENT SYSTEMS INC.
                         ------------------------------
   PART II - Other Information
   ---------------------------

   Item 6 - Exhibits
   -----------------

        The Exhibit Index is amended to read as attached hereto.





















































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PAGE
<PAGE>

                                                                     FORM 10-Q
                                                            September 30, 1995
                         THERMO INSTRUMENT SYSTEMS INC.
                         ------------------------------


                                   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 as of the 19th day of December
   1995.

                                        THERMO INSTRUMENT SYSTEMS INC.




                                        /s/ Paul F. Kelleher
                                        Paul F. Kelleher
                                        Chief Accounting Officer




                                        /s/ John N. Hatsopoulos
                                        John N. Hatsopoulos
                                        Chief Financial Officer



































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PAGE
<PAGE>

                                                                     FORM 10-Q
                                                            September 30, 1995
                         THERMO INSTRUMENT SYSTEMS INC.
                         ------------------------------


                                  EXHIBIT INDEX
                                  -------------


   Exhibit
   Number                            Document                            Page
   -------        --------------------------------------------------     ----

      2*          Amendment No. 2 to Asset and Stock Purchase
                  Agreement dated as of November 1, 1995 among the
                  Registrant, Thermo Electron Corporation, and
                  Fisons plc. Pursuant to Item 601(b)(2) of
                  Regulation S-K, schedules to this Agreement have
                  been omitted. The Company hereby undertakes to
                  furnish supplementally a copy of such schedules
                  to the Commission upon request.

     11           Statement re: Computation of earnings per share.

   ________________

   *    Portions of this exhibit have been omitted pursuant to a request for
        confidential treatment pursuant to Rule 24b-2 under the Securities
        Exchange Act of 1934 and filed separately with the Commission.


































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