THERMO ELECTRON CORP
10-Q/A, 2000-01-21
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 October 2, 1999

     [   ] 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               (I.R.S. Employer Identification No.)
of incorporation or organization)

81 Wyman Street, P.O. Box 9046
Waltham, Massachusetts                                            02454-9046
(Address of principal executive offices)                          (Zip Code)

           Registrant's telephone number, including area code: (781) 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, and (2) has been subject to the filing requirements for
at least 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 29, 1999
- -----------------------------               -------------------------------
Common Stock, $1.00 par value                         158,236,781





<PAGE>


        Item 6 of the  Registrant's  Form 10-Q for the quarter  ended October 2,
1999 is hereby amended and restated to read as follows:

Item 6. Exhibits and Reports on Form 8-K

        (a)  Exhibits

             The Exhibit Index is amended to read as attached hereto.

        (b)  Reports on Form 8-K

             None.





<PAGE>



                              THERMO ELECTRON CORPORATION
                                       SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly caused this  Amendment No. 1 on Form 10-Q/A to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date:  January 21, 2000                 THERMO ELECTRON CORPORATION



                                        By:  /s/ Theo Melas-Kyriazi
                                             ----------------------------
                                             Theo Melas-Kyriazi
                                             Chief Financial Officer
                                             and Vice President



<PAGE>


                                     EXHIBIT INDEX
Exhibit
Number      Description of Exhibit

  3    Amended and Restated  Certificate of  Incorporation  of the Registrant
       (filed as Exhibit 1 to the  Registrant's  Amendment  No. 3 to Form 8-A
       [File No. 1-8002] and incorporated herein by reference).

 10.1  Form of  Indemnification  Agreement  between  the  Registrant  and the
       directors and officers of its  majority-owned  subsidiaries  (filed as
       Exhibit 10.1 to the  Registrant's  Registration  Statement on Form S-4
       [Reg. No. 333-90661] and incorporated herein by reference).

 10.2  Form of Amended  and  Restated  Indemnification  Agreement  between the
       Registrant  and its directors  and officers  (filed as Exhibit 10.2 to
       the  Registrant's   Registration  Statement  on  Form  S-4  [Reg.  No.
       333-90661] and incorporated herein by reference).

 27*   Financial Data Schedule.


- ----------------------------
*Previously filed.









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