THERMO ELECTRON CORP
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 1-8002


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


   Delaware                                                    04-2209186
   (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 October 27, 1995
      -----------------------------  -------------------------------
      Common Stock, $1.00 par value              86,454,678
PAGE
<PAGE>

                                                                     FORM 10-Q
                                                            September 30, 1995
                           THERMO ELECTRON CORPORATION
                           ---------------------------




  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 ELECTRON CORPORATION
                           ---------------------------



                                  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 ELECTRON CORPORATION




                                          /s/ Paul F. Kelleher
                                          Paul F. Kelleher
                                          Vice President, Finance and
                                          Administration




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


































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PAGE
<PAGE>

                                                                     FORM 10-Q
                                                            September 30, 1995
                           THERMO ELECTRON CORPORATION
                           ---------------------------



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


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

        2*        Amendment No. 2 to Asset and Stock Purchase 
                  Agreement dated as of November 1, 1995 among
                  Thermo Instrument, the Company, and Fisons plc
                  (filed as Exhibit 2 to Thermo Instrument Systems
                  Inc. Quarterly Report on Form 10-Q for the
                  quarter ended September 30, 1995 [File No. 1-9786]
                  and incorporated herein by reference). 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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