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):

                                December 10, 1998

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


Massachusetts                 1-10573                     04-2891371
(State or other             (Commission                (I.R.S. Employer
jurisdiction of             File Number)                Identification Number) 
incorporation or
organization)


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


                                 (781) 622-1000
                         (Registrant's telephone number
                              including area code)












      This Form 8-K contains forward-looking statements that involve a number of
risks and  uncertainties.  Important  factors that could cause actual results to
differ  materially from those indicated by such  forward-looking  statements are
set forth under the heading  "Forward-looking  Statements"  in Exhibit 13 to the
Registrant's  Annual Report on Form 10-K for the fiscal year ended September 27,
1997.  These  include  risks and  uncertainties  relating  to: the  Registrant's
ability to manage  change,  transition  of product  focus and  dependence on new
products,  international operations,  reliance on sales to governmental entities
and  custom  contracts,  competition,  dependence  of  markets  on  governmental
regulations  and  incentives,  the importance of energy prices,  the protection,
defense,  and use of intellectual  property and ownership of technology  rights,
the development,  commercialization,  potential  product  liability,  and market
acceptance of certain  products,  and the  potential  impact of the year 2000 on
processing date-sensitive information.

Item 5.     Other Events

      On December 10, 1998, Thermo Electron Corporation ("Thermo Electron"), the
Registrant's parent  corporation,  issued a press release regarding an update to
the proposed corporate  reorganization,  announced on August 12, 1998, involving
certain of Thermo Electron's subsidiaries, including the Registrant.

      The press release  stated,  among other  things,  that the  Registrant,  a
majority-owned,  publicly traded  subsidiary of Thermo  Electron,  will be taken
private and become a wholly owned subsidiary of Thermo  Electron,  as previously
announced.  Stockholders  of the  Registrant  will  receive cash in exchange for
their shares of common stock of the Registrant.

      The  completion  of this  transaction  is subject to numerous  conditions,
including  the  establishment  of  a  price;  confirmation  of  anticipated  tax
consequences;  the approval of the Board of Directors  of Thermo  Electron;  the
negotiation  and execution of a definitive  merger  agreement;  the receipt of a
fairness opinion from an investment banking firm that the transaction is fair to
the  Registrant's  shareholders  (other than Thermo  Electron)  from a financial
point of view; the approval of the  Registrant's  Board of Directors  (including
its  independent  directors);  and  clearance  by the  Securities  and  Exchange
Commission of any necessary documents regarding the proposed transaction.


Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits

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

      (b)   Pro Forma Financial Information: not applicable.

      (c)   Exhibits: not applicable.








                                    SIGNATURE



      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 10th day of December, 1998.



                                          THERMO POWER CORPORATION



                                          By:/s/ Kenneth J. Apicerno
                                             Kenneth J. Apicerno
                                             Treasurer