FORM OF PROXY
THERMO FIBERTEK INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 2, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints John N. Hatsopoulos,
Jonathan W. Painter and William A. Rainville, or any one of them
in the absence of the others, as attorneys and proxies of the
undersigned, with full power of substitution, for and in the name
of the undersigned, to represent the undersigned at the Annual
Meeting of the Stockholders of Thermo Fibertek Inc., a Delaware
corporation (the "Company"), to be held on Monday, June 2, 1997,
at 8:00 a.m., and at any adjournment or postponement thereof, and
to vote all shares of common stock of the Company standing in the
name of the undersigned on April 7, 1997, with all of the powers
the undersigned would possess if personally present at such
meeting:
(IMPORTANT - TO BE SIGNED AND DATED ON THE REVERSE SIDE.)
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Please mark your
[ x ] votes as in this
example.
1. ELECTION OF DIRECTORS OF THE COMPANY (see reverse).
FOR [ ] WITHHELD [ ]
] ]
______________________________________
FOR all nominees listed at right, except authority to vote
withheld for the following nominees (if any)
Nominees: Walter J. Bornhorst, George N. Hatsopoulos, John N.
Hatsopoulos, Donald E. Noble and William A. Rainville.
FOR AGAINST ABSTAIN
2. Approve proposal amend the Company's [ ] [ ] [ ]
Certificate of Incorporation to increase the
Company'sauthorized shares of Common Stock
from 75 millionshares to 150 million shares.
3. In their discretion on such other matters as may properly
come before the Meeting.
The shares represented by this Proxy will be voted "FOR" the
proposals set forth above if no instruction to the contrary is
indicated or if no instruction is given.
Copies of the Notice of Meeting and of the Proxy Statement have
been received by the undersigned.
SIGNATURE(S)_______________________________________
DATE_________________
Note: This proxy should be dated, signed by the shareholder(s)
exactly as his or her name appears hereon, and returned
promptly in the enclosed envelope. Persons signing in a
fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.