10-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                          -----------------------------
                         AMENDMENT NO. 1 ON FORM 10-K/A
   (mark one)
   [ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the fiscal year ended December 31, 1994

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

   81 Wyman Street, P.O. Box 9046
   Waltham, Massachusetts                                           02254-9046
   (Address of principal executive offices)                         (Zip Code)
       Registrant's telephone number, including area code: (617) 622-1000

           Securities registered pursuant to Section 12(b) of the Act:

                                                         Name of each exchange
   Title of each class                                     on which registered
   -------------------                                     -------------------
   Common Stock, $1.00 par value                       New York Stock Exchange
   Preferred Stock Purchase Rights

           Securities registered pursuant to Section 12(g) of the Act:
                                      None

   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 by check mark if disclosure of delinquent filers pursuant to Item
   405 of Regulation S-K is not contained herein, and will not be contained,
   to the best of the Registrant's knowledge, in definitive proxy or
   information statements incorporated by reference into Part III of this Form
   10-K or any amendment to this Form 10-K. [  ]

   The aggregate market value of the voting stock held by nonaffiliates of the
   Registrant as of January 27, 1995, was approximately $2,200,490,000.

   As of January 27, 1995, the Registrant had 51,000,776 shares of Common
   Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the Registrant's Annual Report to Shareholders for the year
   ended December 31, 1994, are incorporated by reference into Parts I and II.

   Portions of the Registrant's definitive Proxy Statement for the Annual
   Meeting of Shareholders to be held on May 23, 1995, are incorporated by
   reference into Part III.
PAGE

   Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K
             ----------------------------------------------------------------

   (c)  Exhibits
        --------

          Attached is Exhibit 27, the Financial Data Schedule, which was not
   previously filed with the Registrant's 1994 Form 10-K on March 8, 1995.



















































                                        2PAGE

                                   SIGNATURES
                                   ----------



        Pursuant to the requirements of the Securities and 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 21st day of April
   1995.



                                               THERMO ELECTRON CORPORATION


                                               Jonathan W. Painter
                                               ---------------------------
                                               Jonathan W. Painter
                                               Treasurer
































                                       3PAGE

EX-27

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THERMO
ELECTRON CORPORATION INC.'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.

<MULTIPLIER> 1000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                         382,797
<SECURITIES>                                   614,915
<RECEIVABLES>                                  332,668
<ALLOWANCES>                                    21,619
<INVENTORY>                                    233,382
<CURRENT-ASSETS>                             1,682,684
<PP&E>                                         793,167
<DEPRECIATION>                                 179,215
<TOTAL-ASSETS>                               3,019,949
<CURRENT-LIABILITIES>                          536,500
<BONDS>                                      1,049,753
<COMMON>                                        51,025
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     939,315
<TOTAL-LIABILITY-AND-EQUITY>                 3,019,949
<SALES>                                      1,418,306
<TOTAL-REVENUES>                             1,585,348
<CGS>                                          824,845
<TOTAL-COSTS>                                  949,570
<OTHER-EXPENSES>                                83,401
<LOSS-PROVISION>                                 4,255
<INTEREST-EXPENSE>                              59,550
<INCOME-PRETAX>                                203,603
<INCOME-TAX>                                    69,231
<INCOME-CONTINUING>                            103,410
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   103,410
<EPS-PRIMARY>                                     2.10
<EPS-DILUTED>                                     1.85

<F1>THIS LINE IS MADE UP OF THE FOLLOWING INCOME STATEMENT ACCOUNTS: "COST OF
PRODUCTS", "COST OF SERVICES", AND "RESEARCH AND DEVELOPMENT CONTRACTS".
<F2>THIS LINE IS MADE UP OF THE FOLLOWING INCOME STATEMENT ACCOUNTS: "COSTS
ASSOCIATED WITH DIVISIONAL AND PRODUCT RESTRUCTURING", "INTERNALLY FUNDED
RESEARCH AND DEVELOPMENT" AND "OTHER EXPENSES FOR NEW LINES OF BUSINESS".