THERMO ELECTRON CORP
8-K, 1996-04-19
MEASURING & CONTROLLING DEVICES, NEC
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                       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 16, 1996

                    ________________________________________


                           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                                                       02254
   Waltham, Massachusetts                                           (Zip Code)
   (Address of principal executive offices)


                                 (617) 622-1000
                         (Registrant's telephone number
                              including area code)
PAGE
<PAGE>




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

     On April 16, 1996, Thermo TerraTech Inc. ("Thermo TerraTech"), a
   majority-owned subsidiary of Thermo Electron Corporation (the "Company")
   issued a press release, attached hereto as Exhibit 99, to announce that it
   intends to sell approximately $100 million principal amount of subordinated
   debentures due 2003.  The debentures will be convertible into shares of
   Thermo TerraTech's common stock, and will be guaranteed by the Company on a
   subordinated basis. 

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

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

            (b) Pro Forma Combined Condensed Financial Information: not
                applicable.

            (c) Exhibits

                99    Press Release of Thermo TerraTech, 
                      dated April 16, 1996.



                               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, on this 19th day of April, 1996.



                                             THERMO TERRATECH INC.


                                             By: /s/ Jonathan W. Painter
                                                 Jonathan W. Painter
                                                 Treasurer








                                                               EXHIBIT 99



                       THERMO TERRATECH ANNOUNCES INTENT 

                         TO SELL CONVERTIBLE DEBENTURES



        WALTHAM, Mass., April 16, 1996 -- Thermo TerraTech Inc. (ASE-TTT)

        announced today its intent to issue approximately $100 million in

        subordinated convertible debentures, which will reach maturity in

        2003, and will be guaranteed by Thermo Electron Corporation on a

        subordinated basis. The debentures have not been registered under

        the Securities Act of 1933 and may not be offered or sold in the

        United States or to U.S. persons absent registration or an

        applicable exemption from the registration requirements of the

        Act.

             Thermo TerraTech intends to use the net proceeds from the

        sale of the debentures to retire $50 million of debt to its

        parent company, Thermo Electron, and the remaining balance for

        working capital and other general corporate purposes, including

        the acquisition of businesses whose services or products

        complement or augment those offered by the company.



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