As filed with the  Securities  and Exchange  Commission  on July 1,  2004
                                                   Registration No. 333-34909-01



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-3
                         POST-EFFECTIVE AMENDMENT NO. 1
                                       To
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                                 ---------------

                           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 Number)

                                 81 Wyman Street
                        Waltham, Massachusetts 02454-9046
                   (Address, including zip code, and telephone
                         number, including area code, of
                        registrant's principal executive
                                    offices)

                          Seth H. Hoogasian, Secretary
                           Thermo Electron Corporation
                                 81 Wyman Street
                                 P. O. Box 9046
                        Waltham, Massachusetts 02454-9046
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 (781) 622-1000

                                 ---------------



Approximate date of commencement of proposed sale to public:  __________________
- -------------------------------------------------------------------------------.

     If the only  securities  being  registered  on this form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

     If this form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective    registration    statement    for   the   same    offering.    [   ]
______________________________________________________________________________

     If this form is  post-effective  amendment  filed  pursuant  to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

                        -------------------------------

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
                        -------------------------------


     This  Post-Effective  Amendment  No.  1 on  Form  S-3 to  the  Registration
Statement on Form S-3 (Reg. No.  333-34909-01)  is being filed by the Registrant
to remove from  registration any of the securities that remain unsold thereunder
as of the date of the filing of this post-effective amendment. The Registrant is
doing so because the issuance of shares of Common Stock upon any  conversion  of
the debentures registered under this Registration  Statement will be exempt from
registration under Section 3(a)(9) of the Securities Act of 1933, as amended. As
such, the Registrant  hereby removes such securities from  registration  and the
registration is hereby terminated.




                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Thermo Electron
Corporation  has duly caused this  Post-Effective  Amendment  on Form S-3 to the
Registration  Statement on Form S-3 (Reg. No.  333-34909-01) to be signed on its
behalf by the undersigned, thereunto duly authorized, in Waltham, Massachusetts,
on this 25th day of June, 2004.

                                        THERMO ELECTRON CORPORATION



                                        By:      /s/ Marijn E. Dekkers
                                        ----------------------------------------
                                        Marijn E. Dekkers
                                        President and Chief Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment on Form S-3 to the Registration  Statement on Form S-3
(Reg.  No.  333-34909-01)  has  been  signed  by the  following  persons  in the
capacities and on the dates indicated.



                                                                       


     Signature                                   Title(s)                         Date


/s/ Marijn E. Dekkers               President, Chief Executive Officer, and     June 25, 2004
- -------------------------------     Director (Principal Executive Officer)
Marijn E. Dekkers


/s/ Theo Melas-Kyriazi              Vice President, and Chief Financial         June 25, 2004
- -------------------------------     Officer (Principal Financial Officer)
Theo Melas-Kyriazi


/s/ Peter E. Hornstra               Corporate Controller and Chief Accounting   June 25, 2004
- -------------------------------     Officer (Principal Accounting Officer)
Peter E. Hornstra


/s/ Jim P. Manzi                    Chairman of the Board and Director          June 25, 2004
- -------------------------------
Jim P. Manzi


/s/ John L. LaMattina               Director                                    June 25, 2004
- -------------------------------
John L. LaMattina


/s/ Peter J. Manning                Director                                    June 25, 2004
- -------------------------------
Peter J. Manning




/s/ Robert A. McCabe                Director                                    June 25, 2004
- -------------------------------
Robert A. McCabe


/s/ Robert W. O'Leary               Director                                    June 25, 2004
- -------------------------------
Robert W. O'Leary


/s/ Michael E. Porter               Director                                    June 25, 2004
- -------------------------------
Michael E. Porter


/s/ Elaine S. Ullian                Director                                    June 25, 2004
- -------------------------------
Elaine S. Ullian