SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    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):

                                  May 24, 1999

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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)


45 First Avenue
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  October 3,
1998.  These  include  risks and  uncertainties  relating  to: the  Registrant's
reliance on sales to governmental entities;  customized contracts;  competition;
transition  of  product  focus and  dependence  on new  products;  international
operations;  the Registrant's ability to manage change; significant fluctuations
in operating  results;  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 uncertain market acceptance
of certain  products;  and the  potential  impact of the year 2000 on processing
date-sensitive information.

Item 5.     Other Events

      On May 24, 1999, the Registrant  issued a press release  regarding certain
pretax charges that will be taken by the Registrant.

      The press release  stated that the  Registrant  will record pretax charges
totaling  approximately $10 million primarily in its third fiscal quarter, which
ends July 3, 1999. These charges will be incurred principally as a result of the
Registrant's  proposed  sale  of its  ThermoLyte  Corporation  subsidiary  and a
write-down of its investment in its Peek  operations in Malaysia and Croatia due
to business conditions in those regions.


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 25th day of May, 1999.



                                             THERMO POWER CORPORATION



                                             By:  /s/ Theo Melas-Kyriazi
                                                  Theo Melas-Kyriazi
                                                  Chief Financial Officer