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 1, 2004
                    ----------------------------------------

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


                                                                             
Delaware                                        1-8002                             04-2209186
(State or other jurisdiction of                 (Commission File Number)           (I.R.S. Employer Identification
incorporation or organization)                                                     Number)


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

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









         This Current Report on 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 the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 3, 2004. These include risks and uncertainties relating to
the need to develop new products and adapt to significant technological change,
dependence on customers that operate in cyclical industries, general worldwide
economic conditions and related uncertainties, the effect of changes in
governmental regulations, dependence on customers' capital spending policies and
government funding policies, use and protection of intellectual property,
retention of contingent liabilities from businesses we sold, realization of
potential future savings from new sourcing initiatives, implementation of new
branding strategy, implementation of strategies for improving internal growth,
the effect of exchange rate fluctuations on international operations,
identification, completion and integration of new acquisitions and potential
impairment of goodwill from previous acquisitions. While we may elect to update
forward-looking statements at some point in the future, we specifically disclaim
any obligation to do so, even if our estimates change and, therefore, you should
not rely on these forward-looking statements as representing our views as of any
date subsequent to today.

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 dated June 1, 2004.

Item 9. Regulation FD Disclosure (Information furnished pursuant to Item 12,
"Disclosure of Results of Operations and Financial Condition").

         On June 1, 2004, the Registrant announced that it had entered into a
definitive agreement for the sale of substantially all of its optical
technologies segment and the impact of the sale on the Registrant's financial
results for the fiscal quarter ended April 3, 2004 as well as on its guidance.
The full text of the press release issued in connection with the announcement as
well as its guidance is attached as Exhibit 99 to this Form 8-K and incorporated
herein by reference.

         In accordance with the procedural guidance in SEC Release No. 33-8216,
the information in this Form 8-K and Exhibit 99 attached hereto is being
furnished under "Item 9. Regulation FD Disclosure" rather than under "Item 12.
Disclosure of Results of Operations and Financial Condition." The information
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.






                                    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 2nd day of June 2004.


                                                 THERMO ELECTRON CORPORATION


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






                                                                      Exhibit 99

[THERMO LOGO]
                                                                            NEWS
FOR IMMEDIATE RELEASE
Media Contact Information:                   Investor Contact Information:
Lori Gorski                                  J. Timothy Corcoran
Phone:  781-622-1242                         Phone:   781-622-1111
E-mail: lori.gorski@thermo.com               E-mail:  tim.corcoran@thermo.com
        ----------------------                        -----------------------
Website:  www.thermo.com

         Thermo Electron Announces Sale of Optical Technologies Segment
                             to Newport Corporation

Earnings Guidance Adjusted to Account for Sale and Continued Strength of Core
Businesses

WALTHAM, Mass. (June 1, 2004) - Thermo Electron Corporation (NYSE:TMO) announced
today  that it has  entered  into a  definitive  agreement  for the  sale of its
Optical   Technologies   Segment,   Spectra-Physics,   to  Newport   Corporation
(NASDAQ:NEWP)  for  $300  million,  subject  to  a  post-closing  balance  sheet
adjustment.  Thermo  Electron  expects  to realize  an  after-tax  gain from the
transaction of approximately $.50 per share.

The purchase  price of $300  million is  comprised of $200 million in cash,  $50
million  in a  five-percent  note  due in  2009,  and  $50  million  in  Newport
Corporation  common stock.  Thermo will retain  ownership of a small business in
the Optical  Technologies  Segment that makes highly  technical  digital cameras
used in Thermo's Scientific  Instruments Division.  Guy Broadbent,  president of
Spectra-Physics,  will  remain with  Thermo as a member of its  executive  team.
Spectra-Physics  reported  $212  million in  revenues in 2003,  representing  10
percent of Thermo's overall revenue for the year.

"The sale of  Spectra-Physics  further  sharpens  Thermo's  focus as the world's
leading analytical instruments provider," said Marijn E. Dekkers,  president and
chief executive officer of Thermo Electron  Corporation.  "Going forward, we can
now commit all of our energies on providing  instruments,  scientific equipment,
consumables,  services,  and software  solutions to life sciences and industrial
laboratories,  as well as various  process  industries.  We remain very  excited
about our  business  potential  and the  opportunity  to grow  Thermo,  creating
greater value for our shareholders, customers, business partners, and employees.

"While we have been very pleased with Spectra-Physics' recent performance, there
are significant  differences  between its long-term strategic direction and that
of Thermo.  Therefore,  we  determined  that it is in Thermo's  best interest to
realize  the  attractive  value of  Spectra-Physics  at this  time,  and for the
business to continue  forward with a new owner. We believe that  Spectra-Physics
is a terrific strategic fit with Newport's photonics business,  and the combined
business will be better  positioned to create value for its  customers.  We wish
the Spectra-Physics team continued success in the future," Dekkers concluded.

This sale is subject to regulatory  approval as well as other customary  closing
conditions,  and is expected to be completed in the third quarter of 2004. Under
the terms of the  agreement,  Thermo has agreed to certain  restrictions  on the
sale by Thermo  of the  Newport  shares it  receives  in this  transaction.  The
restrictions  will  lapse  gradually  over an  18-month  period,  with no  sales
permitted prior to six months after the closing.


Financial Impact on Guidance
The  execution of this  agreement  with  Newport will result in  Spectra-Physics
being  treated as a  discontinued  operation  in Thermo's  financial  statements
beginning in the second  quarter of 2004.  As a result,  Thermo will restate its
historical  financial  statements by removing  Spectra-Physics  from its results
from  continuing   operations  and  reporting  the  business   separately  as  a
discontinued operation.

According  to Theo  Melas-Kyriazi,  chief  financial  officer,  Thermo  Electron
Corporation,  "The effect of this change in classification  of  Spectra-Physics'
results will decrease our first-quarter 2004 earnings from continuing operations
by $.02 per  share on both a GAAP  and  adjusted  basis,  and will  result  in a
corresponding $.02 per share increase in earnings from discontinued operations.

"With respect to our previously  announced adjusted EPS guidance of $.29 to $.31
for the second  quarter of 2004,  we expect to report $.02 per share in earnings
from Spectra-Physics in discontinued operations, and $.27 to $.29 per share from
continuing operations.

With respect to the full-year  2004, our  previously  adjusted EPS guidance from
continuing  operations  was $1.23 to  $1.28.  The sale of  Spectra-Physics  will
negatively  impact  this  guidance  by $.07 net of an  estimated  $.01  share of
interest income from the divestiture proceeds.

"However,  due to strong  results  year-to-date  and  increasing  confidence  in
continued strength for the balance of 2004, we are raising our 2004 adjusted EPS
guidance  for the Life and  Laboratory  Sciences  and  Measurement  and  Control
segments by $.04,"  Melas-Kyriazi  continued.  "Therefore,  our new adjusted EPS
guidance from  continuing  operations is $1.20 to $1.25 for the full-year  2004,
which reflects the $.07 negative impact from the divestiture of  Spectra-Physics
and  the  $.04  increased  guidance  in  continuing   operations  for  our  core
businesses.

We  expect  to  reinvest  the  proceeds  of  the  sale  of   Spectra-Physics  in
acquisitions of businesses complimentary to our core businesses. Accordingly, we
are not changing our adjusted earnings per share goal of $1.65 for 2006."

The adjusted EPS guidance included in this press release excludes  approximately
$.02 of  expense  per  quarter  from  the  amortization  of  acquisition-related
intangible assets for acquisitions  completed through the first quarter of 2004,
and the other items described below under the heading "Use of Non-GAAP Financial
Measures."

Use of Non-GAAP Financial Measures
Adjusted   EPS  is  a  non-GAAP   financial   measure.   Adjusted  EPS  excludes
restructuring  and other  costs/income and  amortization of  acquisition-related
intangible  assets,  certain  other  gains and losses,  tax  provisions/benefits
related to the previous  items,  and benefit from tax credit  carryforwards.  We
exclude  these items because they are outside of our normal  operations  and, in
certain cases, are difficult to forecast  accurately for future periods.  Thermo
provides its earnings  guidance on an adjusted  basis only as it is not feasible
to provide GAAP earnings  guidance  because the items  excluded,  other than the
amortization  expense,  are  difficult to predict and estimate and are primarily
dependent on future events, such as decisions concerning the location and timing
of facility consolidations,  and the timing of and proceeds from the sale of our
remaining equity interest in Thoratec Corporation.


About Thermo Electron
A world leader in high-tech instruments,  Thermo Electron Corporation helps life
science,  laboratory,  and industrial  customers advance  scientific  knowledge,
enable drug discovery,  improve manufacturing  processes, and protect people and
the environment with instruments,  scientific equipment,  services, and software
solutions. Based in Waltham, Massachusetts, Thermo Electron has revenues of more
than $2  billion,  and  employs  approximately  11,000  people  in 30  countries
worldwide. For more information, visit www.thermo.com.

The following constitutes a "Safe Harbor" statement under the Private Securities
Litigation  Reform Act of 1995:  This  press  release  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 the  company's  Quarterly  Report  on Form  10-Q for the  fiscal
quarter ended April 3, 2004. These include risks and uncertainties  relating to:
the need to develop new products and adapt to significant  technological change,
dependence on customers that operate in cyclical  industries,  general worldwide
economic  conditions  and  related  uncertainties,  the  effect  of  changes  in
governmental regulations, dependence on customers' capital spending policies and
government  funding  policies,  use and  protection  of  intellectual  property,
exposure to product liability claims in excess of insurance coverage,  retention
of contingent  liabilities  from  businesses we sold,  realization  of potential
future savings from new productivity initiatives, implementation of new branding
strategy, implementation of strategies for improving internal growth, the effect
of exchange  rate  fluctuations  on  international  operations,  identification,
completion  and  integration  of new  acquisitions  and potential  impairment of
goodwill  from  previous  acquisitions.  We undertake no  obligation to publicly
update any  forward-looking  statement,  whether as a result of new information,
future events, or otherwise.

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