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):

                                  June 3, 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 Identification
jurisdiction of         File Number)                           Number)
incorporation or
organization)




81 Wyman Street
Waltham, Massachusetts                                           02254-9046
(Address of principal executive offices)                         (Zip Code)


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












Item 5.  Other Events

         On June 3, 1998,  Thermo Power  Corporation  (the  "Company")  issued a
press release,  attached hereto as Exhibit 99, to announce its intent to conduct
a private offering of $150 to $200 million of its senior debt securities.

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

                  99       Press Release of the Company, dated June 3,
                           1998









                                    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 3rd day of June, 1998.



                                                   THERMO POWER CORPORATION


                                                   By:/s/ Jane E. Kirk
                                                      Jane E. Kirk
                                                      Assistant Clerk



EXHIBIT 99


                         THERMO POWER INTENDS TO CONDUCT
                       OFFERING OF SENIOR DEBT SECURITIES

         WALTHAM,  Mass.,  June 3, 1998 -- Thermo  Power  Corporation  (ASE-THP)
announced  today that it intends to conduct an offering of $150 to $200  million
of senior debt securities with an expected  maturity of seven to 12 years.  This
will be the first time ever that a Thermo  Electron  company has issued straight
debt. The terms, conditions,  and manner of any such offering will be determined
by the  company  at  the  time  of the  offering.  Thermo  Electron  Corporation
(NYSE-TMO),  which owns  approximately 72 percent of the company's common stock,
will provide a senior guarantee of the payment of such debt securities.

         The net  proceeds  from the offering  would be used  primarily to repay
indebtedness  to Thermo  Electron  incurred in  connection  with Thermo  Power's
November 1997 acquisition of Peek plc.

         The notes to be issued in such offering  will not be  registered  under
the  Securities  Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable  exemption from registration  requirements.
The company  expects  that,  shortly  after the  offering of the notes,  it will
conduct an offer to exchange such notes for equivalent  notes  registered  under
the Securities  Act, as amended.  Any subsequent  registered  exchange offer for
such notes would be made only by means of a prospectus.