8-K

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 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):

                                  July 26, 2004

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

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

                          Commission File Number 1-8002

Delaware                                                              04-2209186
(State or other jurisdiction                (IRS Employer Identification Number)
of incorporation)

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)





                           THERMO ELECTRON CORPORATION

           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

               99.1 Press Release dated July 16, 2004

               99.2 Supplemental Financial Information

Item 9.    Regulation FD Disclosure

           On June 1, 2004, the Registrant announced that it had entered into a
definitive agreement (the "Definitive Agreement") for the sale of substantially
all of its Optical Technologies Segment, Spectra-Physics ("Spectra-Physics"), to
Newport Corporation for $300 million, subject to a post-closing balance sheet
adjustment. The full text of the press release issued in connection with the
announcement was attached as Exhibit 99 to the Registrant's Form 8-K dated June
1, 2004 (filed June 2, 2004).

           On July 16, 2004, the Registrant subsequently announced that it had
completed the sale of Spectra-Physics. The full text of the press release issued
in connection with that announcement is attached as Exhibit 99.1 to this Form
8-K and incorporated herein by reference. The foregoing information contained in
this Form 8-K and Exhibit 99.1 attached hereto 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.

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

           The execution of the Definitive Agreement with Newport resulted in
Spectra-Physics being treated as a discontinued operation in the Registrant's
financial statements beginning in the second quarter of 2004. As a result, the
Registrant has restated its historical financial statements by removing
Spectra-Physics from its results of continuing operations and reporting the
business as a discontinued operation. Exhibit 99.2 attached hereto includes
unaudited financial data concerning the effect of treating Spectra-Physics as a
discontinued operation.


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                          THERMO ELECTRON CORPORATION

           In accordance with the procedural guidance in SEC Release No.
33-8216, the foregoing information in this Form 8-K and Exhibit 99.2 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
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.

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                                   SIGNATURES

           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 26th day of July 2004.

                         THERMO ELECTRON CORPORATION



                         By:   /s/ Peter E. Hornstra
                               -------------------------------------------------
                               Peter E. Hornstra
                               Corporate Controller and Chief Accounting Officer


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EX-99.1

                                                                    Exhibit 99.1


[Thermo Electron Corporation Logo]




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 Completes Transaction for the Sale of Its Optical
          Technologies Segment to Newport Corporation for $300 Million

WALTHAM, Mass. (July 16, 2004) - Thermo Electron Corporation (NYSE:TMO)
announced today that it has completed the previously announced sale of its
Optical Technologies Segment to Newport Corporation (NYSE:NEWP).

On June 1, 2004, Thermo Electron announced that it had signed a definitive
agreement to sell the business for $300 million to Newport Corporation. Under
the terms of this agreement Thermo Electron receives $200 million in cash
proceeds, $50 million in a 5-year note due in 2009, and $50 million in Newport
common stock. Thermo retains ownership of a small business in the Optical
Technologies Segment that makes highly technical digital cameras used in
Thermo's Scientific Instruments Division.

Thermo Electron Corporation is the world leader in analytical instruments. Our
instrument solutions enable our customers to make the world a healthier, cleaner
and safer place. Thermo's Life and Laboratory Sciences business (70% of
revenues) provides analytical instruments, scientific equipment, services and
software solutions for life sciences, drug discovery, clinical, environmental,
and industrial laboratories. Thermo's Measurement and Control business (30% of
revenues) provides analytical instruments used in a variety of manufacturing
processes as well as safety and homeland security applications. Based near
Boston, Massachusetts, Thermo has revenues of more than $2 billion, and employs
approximately 10,000 people in 30 countries. 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.

                                       ###

EX-99.2

                                                                    Exhibit 99.2

                           THERMO ELECTRON CORPORATION


                       Supplemental Financial Information
                Restated Presentation for Sale of Spectra-Physics





Schedule A. Restated Statement of Operations (Unaudited), GAAP and Adjusted:
            2001 to 2003

Schedule B. Reconciliation of Previously Reported GAAP P&L to Restated GAAP P&L:
            Q1-03 to Q1-04

Schedule C. Reconciliation of Previously Provided Adjusted P&L to Restated
            Adjusted P&L: Q1-03 to Q1-04

Schedule D. Reconciliation of Previously Reported GAAP and Restated GAAP Results
            to Previously Provided Adjusted and Restated Adjusted Results: Q1-03
            to Q1-04


Restated Presentation

On June 1, 2004, Thermo announced that it entered into an agreement to sell
substantially all of its Optical Technologies Segment, Spectra-Physics. The
execution of this agreement resulted in Spectra-Physics being treated as a
discontinued operation in Thermo's financial statements beginning in the second
quarter of 2004, by removing Spectra-Physics from its results of continuing
operations and reporting the business as a discontinued operation. The following
unaudited financial information reflects the effect on Thermo's historical
financial statements of treating Spectra Physics as a discontinued operation.

Use of Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally
accepted accounting principles (GAAP), we present certain non-GAAP financial
measures herein (identified as "adjusted"), which exclude, to the extent such
item would have been included in the most directly comparable GAAP financial
measure: certain charges to cost of revenues; restructuring and other costs/
income; amortization of acquisition-related intangible assets and, in 2001,
goodwill; certain other gains and losses that are either isolated or cannot be
expected to occur again with any regularity or predictability, such as those
arising from the sale of a business or real estate, the sale of our shares in
Thoratec and FLIR Systems, Inc. (we no longer hold shares of FLIR Systems,
Inc.), the 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 we believe that the inclusion of such non-GAAP
measures helps investors to gain a better understanding of our core operating
results.

Thermo's management uses certain of these non-GAAP measures, in addition to GAAP
financial measures, as the basis for measuring the company's core operating
performance and comparing such performance to that of prior periods and to the
performance of our competitors. We believe that this allows for comparisons of
operating results that are consistent over time. Such measures are also used by
management in their financial and operating decision making and for compensation
purposes.

The non-GAAP financial measures of Thermo's results of operations presented
herein are not meant to be considered superior to or a substitute for Thermo's
results of operations prepared in accordance with GAAP. Reconciliations of such
non-GAAP financial measures to the most directly comparable GAAP financial
measures are set forth in the accompanying tables.




                                                                                                       

                                                                                                                          Schedule A

                                          Restated Consolidated Statement of Operations
                                             (In thousands except per share amounts)
                                                           (Unaudited)




                                                                       2003                   2002                   2001
                                                            ----------------------- ----------------------- -----------------------
                                                            Reported(a) Adjusted(b) Reported(a) Adjusted(b) Reported(a) Adjusted(b)
                                                            ----------- ----------- ----------- ----------- ----------- -----------

Revenues                                                     $1,899,378  $1,899,378  $1,849,360  $1,849,360  $1,916,222  $1,916,222
                                                             ----------  ----------  ----------  ----------  ----------  ----------

Costs and Operating Expenses:
 Cost of revenues (c)                                         1,019,476   1,019,405   1,000,465     991,993   1,047,946   1,029,887
 Selling, general, and administrative expenses                  510,284     510,284     502,123     502,123     509,800     509,800
 Amortization of acquisition-related intangible assets            9,038           -       7,243           -      43,937           -
 Research and development expenses                              127,996     127,996     131,976     131,976     142,798     142,798
 Restructuring and other costs, net (d)                          45,200           -      37,691           -      89,390           -
                                                             ----------  ----------  ----------  ----------  ----------  ----------

                                                              1,711,994   1,657,685   1,679,498   1,626,092   1,833,871   1,682,485
                                                             ----------  ----------  ----------  ----------  ----------  ----------

Operating Income                                                187,384     241,693     169,862     223,268      82,351     233,737
Interest and Other Income, Net (e)                               35,247       6,290     131,500      21,560      39,511       4,679
                                                             ----------  ----------  ----------  ----------  ----------  ----------

Income from Continuing Operations Before Income Taxes,
 Minority Interest, and Cumulative Effect of Change in
 Accounting Principle                                           222,631     247,983     301,362     244,828     121,862     238,416
Provision for Income Taxes (f)                                  (47,421)    (66,807)    (97,943)    (75,358)    (45,856)    (81,204)
Minority Interest Expense (f)                                         -           -           -           -         (36)        (36)
                                                             ----------  ----------  ----------  ----------  ----------  ----------

Income from Continuing Operations Before Cumulative Effect
 of Change in Accounting Principle                              175,210     181,176     203,419     169,470      75,970     157,176
Loss from Discontinued Operations (net of income tax benefit
 of $1,485 in 2003, $5,478 in 2002, and $18,290 in 2001)         (2,513)          -      (9,059)          -     (25,317)          -
Gain (Loss) on Disposal of Discontinued Operations, Net (net
 of income tax provision of $8,141 in 2003; includes tax
 benefit of $21,008 and $22,741 in 2002 and 2001)                27,312           -     115,370           -     (50,440)          -
                                                             ----------  ----------  ----------  ----------  ----------  ----------

Income Before Cumulative Effect of Change in Accounting
 Principle                                                      200,009     181,176     309,730     169,470         213     157,176
Cumulative Effect of Change in Accounting Principle                   -           -           -           -        (994)          -
                                                             ----------  ----------  ----------  ----------  ----------  ----------

Net Income (Loss)                                            $  200,009  $  181,176  $  309,730  $  169,470  $     (781) $  157,176
                                                             ==========  ==========  ==========  ==========  ==========  ==========

Earnings per Share from Continuing Operations Before
 Cumulative Effect of Change in Accounting Principle:
    Basic                                                    $     1.08              $     1.21              $      .42
                                                             ==========              ==========              ==========
    Diluted                                                  $     1.05              $     1.17              $      .41
                                                             ==========              ==========              ==========

Earnings (Loss) per Share (g):
    Basic                                                    $     1.23              $     1.84              $        -
                                                             ==========              ==========              ==========
    Diluted                                                  $     1.20  $     1.09  $     1.73  $      .98  $        -  $      .85
                                                             ==========  ==========  ==========  ==========  ==========  ==========

Weighted Average Shares:
    Basic                                                       162,713                 168,572                 180,560
                                                             ==========              ==========              ==========
    Diluted (h)                                                 170,730     170,730     186,611     182,760     183,916     184,387
                                                             ==========  ==========  ==========  ==========  ==========  ==========

(a) Reported results were determined in accordance with U.S. generally accepted accounting principles (GAAP). All amounts have been
    restated to reflect the treatment of Spectra-Physics as a discontinued operation.
(b) Adjusted results are non-GAAP measures and exclude inventory charges (note c); amortization of acquisition-related intangible
    assets and, in 2001, amortization of goodwill; restructuring and other costs/income (note d); certain other income/expense
    (note e); the tax consequences of these items and other tax benefit (note f); income (loss) from discontinued operations; gain
    (loss) on disposal of discontinued operations; and the cumulative effect of a change in accounting principle.
(c) Reported results in 2003 include $71,000 of charges primarily for the sale of inventories revalued at the date of acquisition.
    Reported results in 2002 include charges of $6,041,000 of inventory writedowns for the abandonment of product lines and
    $2,431,000 of charges for the sale of inventories revalued at the date of acquisition. Reported results in 2001 include charges
    of $18,059,000 of inventory writedowns, principally for the abandonment of product lines.
(d) Reported results in 2003 include restructuring and other items consisting principally of severance; abandoned facility and other
    expenses of real estate consolidation; a writedown to disposal value of a product line and a business that were sold in October
    2003; net gains on the sale of a product line and property; and legal/advisory fees associated with a reorganization of the
    company's non-U.S. subsidiary structure. Reported results in 2002 include restructuring and other items; severance; abandoned
    facility and other expenses of real estate consolidation; and legal/advisory fees associated with a reorganization of the
    company's non-U.S. subsidiary structure. These items are net of gains on the sale of businesses. Reported results in 2001
    include restructuring and other items consisting principally of severance; abandoned facility and other expenses of real estate
    consolidation; net losses on sales of businesses; in-process research and development at an acquired business; and investment
    banking, legal, and consulting fees, as well as employee-retention costs associated with the company's reorganization announced
    in 2000.
(e) Reported results include $16,279,000 of gains from the sale of shares of Thoratec Corporation in 2003, and $13,654,000,
    $111,432,000, and $35,117,000 of gains from the sale of shares of FLIR Systems, Inc. in 2003, 2002, and 2001, respectively.
    Reported results also include losses of $976,000 and $1,492,000 in 2003 and 2002, respectively, and gains of $1,698,000 in 2001
    on the early retirement of debt. These items have been excluded from adjusted results.
(f) Adjusted results exclude $6,645,000 of incremental tax benefit in 2003, $22,585,000 of incremental tax provision in 2002, and
    $35,348,000 of incremental tax benefit in 2001, for the items in (b) through (e) and in 2003 exclude $9,026,000 of tax benefit
    from the reversal of a valuation allowance due to expected utilization of foreign tax credit carryforwards and $3,715,000 of tax
    benefit from the sale of a business.
(g) Reported earnings per share excludes interest expense on convertible debentures of $4,830,000 and $13,986,000, net of tax, in
    2003 and 2002, respectively, for the assumed conversion of such convertible debentures. Adjusted earnings per share excludes
    interest expense on convertible debentures of $4,830,000, $10,176,000, and $266,000, net of tax, in 2003, 2002, and 2001,
    respectively, for the assumed conversion of such convertible debentures.
(h) Adjusted weighted average diluted shares reflect the dilutive effect on the convertible debentures of the adjustments to net
    income as described in notes (b) through (g).


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Thermo Electron Corporation
GAAP P&L (as previously reported and restated)
Schedule B
(In thousands except EPS)
(Unaudited)



                                                                                               

                                                       ------------------------------------------------------------------
                                                                    Q1-03                             Q2-03
                                                       ------------------------------------------------------------------
                                                                  Reclassify                        Reclassify
                                                       Previously   Spectra-             Previously   Spectra-
                                                         Reported    Physics   Restated    Reported    Physics   Restated
- -------------------------------------------------------------------------------------------------------------------------

Revenues                                                  500,205    (45,577)   454,628     516,405    (49,137)   467,268

Cost of Revenues                                          276,367    (32,306)   244,061     283,260    (33,113)   250,147
SG&A (a)                                                  136,727    (10,831)   125,896     140,319    (12,575)   127,744
R&D                                                        37,321     (4,612)    32,709      37,132     (4,522)    32,610
Restructuring & Other Costs (net)                           8,102     (1,152)     6,950       4,872       (184)     4,688
Amortization of acquisition-related intangible assets       2,392       (281)     2,111       2,540       (207)     2,333
                                                       ------------------------------------------------------------------
Operating Income                                           39,296      3,605     42,901      48,282      1,464     49,746

Interest Income (b)                                         7,685        (13)     7,672       7,077         (3)     7,074
Interest Expense (b)                                       (6,904)       175     (6,729)     (5,433)        76     (5,357)
Other Income (net)                                          5,120        117      5,237      10,551        172     10,723
                                                       ------------------------------------------------------------------
Income from Continuing Operations Before                   45,197      3,884     49,081      60,477      1,709     62,186
   Income Taxes and Minority Interest

Income Tax Provision                                      (13,806)    (1,187)   (14,993)     (7,338)      (207)    (7,545)
                                                       ------------------------------------------------------------------
Income from Continuing Operations                          31,391      2,697     34,088      53,139      1,502     54,641

Discontinued Operations (net of tax)                        5,036     (2,697)     2,339           -     (1,502)    (1,502)
                                                       ------------------------------------------------------------------
Net Income                                                 36,427          -     36,427      53,139          -     53,139

Add Back:
Interest - Convertible Debentures (net of tax)                 52                    52       1,745                 1,745

Diluted Shares                                            165,614               165,614     172,459               172,459

GAAP Diluted EPS - Continuing Operations                     0.19                  0.21        0.32                  0.33
GAAP Diluted EPS                                             0.22                  0.22        0.32                  0.32

- -------------------------------------------------------------------------------------------------------------------------
Gross Margin                                                44.7%      29.1%      46.3%       45.1%      32.6%      46.5%
SG&A                                                        27.3%      23.8%      27.7%       27.2%      25.6%      27.3%
R&D                                                          7.5%      10.1%       7.2%        7.2%       9.2%       7.0%
Operating Margin                                             7.9%      -7.9%       9.4%        9.3%      -3.0%      10.6%

Pretax Margin                                                9.0%      -8.5%      10.8%       11.7%      -3.5%      13.3%
Net Margin                                                   7.3%         NM       8.0%       10.3%         NM      11.4%
- -------------------------------------------------------------------------------------------------------------------------
Depreciation Expense                                       11,642     (2,794)     8,848      12,481     (2,574)     9,907
Charges to Cost of Revenues                                     -          -          -           -          -          -
- -------------------------------------------------------------------------------------------------------------------------

(a) Corporate SG&A costs are not allocated to Spectra-Physics results. Such costs remain in continuing operations.
(b) Interest income/expense from intercompany borrowings are not allocated to Spectra-Physics results. Such amounts remain in
    continuing operations.

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Thermo Electron Corporation
GAAP P&L (as previously reported and restated)
Schedule B
(In thousands except EPS)
(Unaudited)

                                                       ------------------------------------------------------------------
                                                                    Q3-03                             Q4-03
                                                       ------------------------------------------------------------------
                                                                  Reclassify                        Reclassify
                                                       Previously   Spectra-             Previously   Spectra-
                                                         Reported    Physics   Restated    Reported    Physics   Restated
- -------------------------------------------------------------------------------------------------------------------------

Revenues                                                  497,116    (48,549)   448,567     583,409    (54,494)   528,915

Cost of Revenues                                          271,213    (31,389)   239,824     318,280    (32,836)   285,444
SG&A (a)                                                  131,879    (11,508)   120,371     149,309    (13,036)   136,273
R&D                                                        34,900     (4,456)    30,444      37,041     (4,808)    32,233
Restructuring & Other Costs (net)                          14,273       (454)    13,819      21,462     (1,719)    19,743
Amortization of acquisition-related intangible assets       2,470       (207)     2,263       2,502       (171)     2,331
                                                       ------------------------------------------------------------------
Operating Income                                           42,381       (535)    41,846      54,815     (1,924)    52,891

Interest Income (b)                                         2,909          1      2,910       2,002          5      2,007
Interest Expense (b)                                       (3,551)        93     (3,458)     (2,788)       135     (2,653)
Other Income (net)                                         10,646        438     11,084       6,545        192      6,737
                                                       ------------------------------------------------------------------
Income from Continuing Operations Before                   52,385         (3)    52,382      60,574     (1,592)    58,982
   Income Taxes and Minority Interest

Income Tax Provision                                      (13,388)         1    (13,387)    (11,404)       (92)   (11,496)
                                                       ------------------------------------------------------------------
Income from Continuing Operations                          38,997         (2)    38,995      49,170     (1,684)    47,486

Discontinued Operations (net of tax)                        9,518          2      9,520      12,758      1,684     14,442
                                                       ------------------------------------------------------------------
Net Income                                                 48,515          -     48,515      61,928          -     61,928

Add Back:
Interest - Convertible Debentures (net of tax)                871                   871         413                   413

Diluted Shares                                            169,155               169,155     167,812               167,812

GAAP Diluted EPS - Continuing Operations                     0.24                  0.24        0.30                  0.29
GAAP Diluted EPS                                             0.29                  0.29        0.37                  0.37

- -------------------------------------------------------------------------------------------------------------------------
Gross Margin                                                45.4%      35.3%      46.5%       45.4%      39.7%      46.0%
SG&A                                                        26.5%      23.7%      26.8%       25.6%      23.9%      25.8%
R&D                                                          7.0%       9.2%       6.8%        6.3%       8.8%       6.1%
Operating Margin                                             8.5%       1.1%       9.3%        9.4%       3.5%      10.0%

Pretax Margin                                               10.5%       0.0%      11.7%       10.4%       2.9%      11.2%
Net Margin                                                   9.8%         NM      10.8%       10.6%         NM      11.7%
- -------------------------------------------------------------------------------------------------------------------------
Depreciation Expense                                       12,061     (2,789)     9,272      12,461     (2,811)     9,650
Charges to Cost of Revenues                                     -          -          -          71          -         71
- -------------------------------------------------------------------------------------------------------------------------

(a) Corporate SG&A costs are not allocated to Spectra-Physics results. Such costs remain in continuing operations.
(b) Interest income/expense from intercompany borrowings are not allocated to Spectra-Physics results. Such amounts remain in
    continuing operations.

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Thermo Electron Corporation
GAAP P&L (as previously reported and restated)
Schedule B
(In thousands except EPS)
(Unaudited)

                                                       ------------------------------------------------------------------
                                                                     2003                             Q1-04
                                                       ------------------------------------------------------------------
                                                                  Reclassify                        Reclassify
                                                       Previously   Spectra-             Previously   Spectra-
                                                         Reported    Physics   Restated    Reported    Physics   Restated
- -------------------------------------------------------------------------------------------------------------------------

Revenues                                                2,097,135   (197,757) 1,899,378     582,002    (56,970)   525,032

Cost of Revenues                                        1,149,120   (129,644) 1,019,476     317,418    (33,246)   284,172
SG&A (a)                                                  558,234    (47,950)   510,284     159,734    (12,981)   146,753
R&D                                                       146,394    (18,398)   127,996      39,822     (5,553)    34,269
Restructuring & Other Costs (net)                          48,709     (3,509)    45,200       3,166         (8)     3,158
Amortization of acquisition-related intangible assets       9,904       (866)     9,038       3,977       (171)     3,806
                                                       ------------------------------------------------------------------
Operating Income                                          184,774      2,610    187,384      57,885     (5,011)    52,874

Interest Income (b)                                        19,673        (10)    19,663       1,922         (2)     1,920
Interest Expense (b)                                      (18,676)       479    (18,197)     (2,862)       133     (2,729)
Other Income (net)                                         32,862        919     33,781       3,135        276      3,411
                                                       ------------------------------------------------------------------
Income from Continuing Operations Before                  218,633      3,998    222,631      60,080     (4,604)    55,476
   Income Taxes and Minority Interest

Income Tax Provision                                      (45,936)    (1,485)   (47,421)    (16,958)     1,147    (15,811)
                                                       ------------------------------------------------------------------
Income from Continuing Operations                         172,697      2,513    175,210      43,122     (3,457)    39,665

Discontinued Operations (net of tax)                       27,312     (2,513)    24,799           -      3,457      3,457
                                                       ------------------------------------------------------------------
Net Income                                                200,009          -    200,009      43,122          -     43,122

Add Back:
Interest - Convertible Debentures (net of tax)              4,830                 4,830         413                   413

Diluted Shares                                            170,730               170,730     169,996               169,996

GAAP Diluted EPS - Continuing Operations                     1.04                  1.05        0.26                  0.24
GAAP Diluted EPS                                             1.20                  1.20        0.26                  0.26

- -------------------------------------------------------------------------------------------------------------------------
Gross Margin                                                45.2%      34.4%      46.3%       45.5%      41.6%      45.9%
SG&A                                                        26.6%      24.2%      26.9%       27.4%      22.8%      28.0%
R&D                                                          7.0%       9.3%       6.7%        6.8%       9.7%       6.5%
Operating Margin                                             8.8%      -1.3%       9.9%        9.9%       8.8%      10.1%

Pretax Margin                                               10.4%      -2.0%      11.7%       10.3%       8.1%      10.6%
Net Margin                                                   9.5%         NM      10.5%        7.4%         NM       8.2%
- -------------------------------------------------------------------------------------------------------------------------
Depreciation Expense                                       48,645    (10,968)    37,677      13,536     (2,658)    10,878
Charges to Cost of Revenues                                    71          -         71       2,408          -      2,408
- -------------------------------------------------------------------------------------------------------------------------

(a) Corporate SG&A costs are not allocated to Spectra-Physics results. Such costs remain in continuing operations.
(b) Interest income/expense from intercompany borrowings are not allocated to Spectra-Physics results. Such amounts remain in
    continuing operations.


<
                                                                  5

>

Thermo Electron Corporation
Adjusted P&L (as previously provided and restated)
Schedule C
(In thousands except EPS)
(Unaudited)

                                                       ------------------------------------------------------------------
                                                                     Q1-03                             Q2-03
                                                       ------------------------------------------------------------------
                                                                  Reclassify                        Reclassify
                                                       Previously   Spectra-             Previously   Spectra-
                                                         Provided    Physics   Restated    Provided    Physics   Restated
- -------------------------------------------------------------------------------------------------------------------------


Revenues                                                  500,205    (45,577)   454,628     516,405    (49,137)   467,268

Cost of Revenues                                          276,367    (32,306)   244,061     283,260    (33,113)   250,147
SG&A (a)                                                  136,727    (10,831)   125,896     140,319    (12,575)   127,744
R&D                                                        37,321     (4,612)    32,709      37,132     (4,522)    32,610
                                                       ------------------------------------------------------------------
Adjusted Operating Income                                  49,790      2,172     51,962      55,694      1,073     56,767

Interest Income (b)                                         7,685        (13)     7,672       7,077         (3)     7,074
Interest Expense (b)                                       (6,904)       175     (6,729)     (5,433)        76     (5,357)
Other Income (net)                                          1,418        117      1,535         599        172        771
                                                       ------------------------------------------------------------------
Adjusted Income from Continuing Operations                 51,989      2,451     54,440      57,937      1,318     59,255
   Before Income Taxes and Minority Interest

Income Tax Provision                                      (15,597)      (735)   (16,332)    (14,853)      (343)   (15,196)
                                                       ------------------------------------------------------------------
Adjusted Net Income                                        36,392      1,716     38,108      43,084        975     44,059

Add Back:
Interest - Convertible Debentures (net of tax)                450                 1,801       1,745                 1,745

Diluted Shares                                            167,480               173,496     172,459               172,459

Adjusted Diluted EPS                                         0.22                  0.23        0.26                  0.27

- -------------------------------------------------------------------------------------------------------------------------
Adjusted Gross Margin                                       44.7%      29.1%      46.3%       45.1%      32.6%      46.5%
SG&A                                                        27.3%      23.8%      27.7%       27.2%      25.6%      27.3%
R&D                                                          7.5%      10.1%       7.2%        7.2%       9.2%       7.0%
Adjusted Operating Margin                                   10.0%      -4.8%      11.4%       10.8%      -2.2%      12.1%

Adjusted Pretax Margin *                                    10.4%      -5.4%      12.0%       11.2%      -2.7%      12.7%
Adjusted Net Margin                                          7.3%         NM       8.4%        8.3%         NM       9.4%
- -------------------------------------------------------------------------------------------------------------------------

Note: The results as presented above exclude certain components of GAAP results as detailed on Schedule D of this Supplemental
      Financial Information package.

* Adjusted Pretax Margin represents Adjusted Income from Continuing Operations Before Income Taxes divided by Revenues.

(a) Corporate SG&A costs are not allocated to Spectra-Physics results. Such costs remain in continuing operations.
(b) Interest income/expense from intercompany borrowings are not allocated to Spectra-Physics results. Such amounts remain in
    continuing operations.

<
                                                                  6

>

Thermo Electron Corporation
Adjusted P&L (as previously provided and restated)
Schedule C
(In thousands except EPS)
(Unaudited)

                                                       ------------------------------------------------------------------
                                                                     Q3-03                             Q4-03
                                                       ------------------------------------------------------------------
                                                                  Reclassify                        Reclassify
                                                       Previously   Spectra-             Previously   Spectra-
                                                         Provided    Physics   Restated    Provided    Physics   Restated
- -------------------------------------------------------------------------------------------------------------------------


Revenues                                                  497,116    (48,549)   448,567     583,409    (54,494)   528,915

Cost of Revenues                                          271,213    (31,389)   239,824     318,209    (32,836)   285,373
SG&A (a)                                                  131,879    (11,508)   120,371     149,309    (13,036)   136,273
R&D                                                        34,900     (4,456)    30,444      37,041     (4,808)    32,233
                                                       ------------------------------------------------------------------
Adjusted Operating Income                                  59,124     (1,196)    57,928      78,850     (3,814)    75,036

Interest Income (b)                                         2,909          1      2,910       2,002          5      2,007
Interest Expense (b)                                       (3,551)        93     (3,458)     (2,788)       135     (2,653)
Other Income (net)                                          1,293        438      1,731         595        192        787
                                                       ------------------------------------------------------------------
Adjusted Income from Continuing Operations                 59,775       (664)    59,111      78,659     (3,482)    75,177
   Before Income Taxes and Minority Interest

Income Tax Provision                                      (15,369)       170    (15,199)    (20,990)       910    (20,080)
                                                       ------------------------------------------------------------------
Adjusted Net Income                                        44,406       (494)    43,912      57,669     (2,572)    55,097

Add Back:
Interest - Convertible Debentures (net of tax)                871                   871         413                   413

Diluted Shares                                            169,155               169,155     167,812               167,812

Adjusted Diluted EPS                                         0.27                  0.26        0.35                  0.33

- -------------------------------------------------------------------------------------------------------------------------
Adjusted Gross Margin                                       45.4%      35.3%      46.5%       45.5%      39.7%      46.0%
SG&A                                                        26.5%      23.7%      26.8%       25.6%      23.9%      25.8%
R&D                                                          7.0%       9.2%       6.8%        6.3%       8.8%       6.1%
Adjusted Operating Margin                                   11.9%       2.5%      12.9%       13.5%       7.0%      14.2%

Adjusted Pretax Margin *                                    12.0%       1.4%      13.2%       13.5%       6.4%      14.2%
Adjusted Net Margin                                          8.9%         NM       9.8%        9.9%         NM      10.4%
- -------------------------------------------------------------------------------------------------------------------------

Note: The results as presented above exclude certain components of GAAP results as detailed on Schedule D of this Supplemental
      Financial Information package.

* Adjusted Pretax Margin represents Adjusted Income from Continuing Operations Before Income Taxes divided by Revenues.

(a) Corporate SG&A costs are not allocated to Spectra-Physics results. Such costs remain in continuing operations.
(b) Interest income/expense from intercompany borrowings are not allocated to Spectra-Physics results. Such amounts remain in
    continuing operations.

<
                                                                  7

>

Thermo Electron Corporation
Adjusted P&L (as previously provided and restated)
Schedule C
(In thousands except EPS)
(Unaudited)

                                                       ------------------------------------------------------------------
                                                                     2003                             Q1-04
                                                       ------------------------------------------------------------------
                                                                  Reclassify                        Reclassify
                                                       Previously   Spectra-             Previously   Spectra-
                                                         Provided    Physics   Restated    Provided    Physics   Restated
- -------------------------------------------------------------------------------------------------------------------------


Revenues                                                2,097,135   (197,757) 1,899,378     582,002    (56,970)   525,032

Cost of Revenues                                        1,149,049   (129,644) 1,019,405     315,010    (33,246)   281,764
SG&A (a)                                                  558,234    (47,950)   510,284     159,734    (12,981)   146,753
R&D                                                       146,394    (18,398)   127,996      39,822     (5,553)    34,269
                                                       ------------------------------------------------------------------
Adjusted Operating Income                                 243,458     (1,765)   241,693      67,436     (5,190)    62,246

Interest Income (b)                                        19,673        (10)    19,663       1,922         (2)     1,920
Interest Expense (b)                                      (18,676)       479    (18,197)     (2,862)       133     (2,729)
Other Income (net)                                          3,905        919      4,824       1,515        275      1,790
                                                       ------------------------------------------------------------------
Adjusted Income from Continuing Operations                248,360       (377)   247,983      68,011     (4,784)    63,227
   Before Income Taxes and Minority Interest

Income Tax Provision                                      (66,809)         2    (66,807)    (19,383)     1,319    (18,064)
                                                       ------------------------------------------------------------------
Adjusted Net Income                                       181,551       (375)   181,176      48,628     (3,465)    45,163

Add Back:
Interest - Convertible Debentures (net of tax)              4,830                 4,830         413                   413

Diluted Shares                                            170,730               170,730     169,996               169,996

Adjusted Diluted EPS                                         1.09                  1.09        0.29                  0.27

- -------------------------------------------------------------------------------------------------------------------------
Adjusted Gross Margin                                       45.2%      34.4%      46.3%       45.9%      41.6%      46.3%
SG&A                                                        26.6%      24.2%      26.9%       27.4%      22.8%      28.0%
R&D                                                          7.0%       9.3%       6.7%        6.8%       9.7%       6.5%
Adjusted Operating Margin                                   11.6%       0.9%      12.7%       11.6%       9.1%      11.9%

Adjusted Pretax Margin *                                    11.8%       0.2%      13.1%       11.7%       8.4%      12.0%
Adjusted Net Margin                                          8.7%         NM       9.5%        8.4%         NM       8.6%
- -------------------------------------------------------------------------------------------------------------------------

Note: The results as presented above exclude certain components of GAAP results as detailed on Schedule D of this Supplemental
      Financial Information package.

* Adjusted Pretax Margin represents Adjusted Income from Continuing Operations Before Income Taxes divided by Revenues.

(a) Corporate SG&A costs are not allocated to Spectra-Physics results. Such costs remain in continuing operations.
(b) Interest income/expense from intercompany borrowings are not allocated to Spectra-Physics results. Such amounts remain in
    continuing operations.


<
                                                                  8

>

Thermo Electron Corporation
Reconciliation of Previously Reported GAAP and Restated GAAP Results to
Previously Provided Adjusted and Restated Adjusted Results
Schedule D
(In thousands)
(Unaudited)
The components of GAAP results listed below have been
excluded from Adjusted results presented in Schedule C
of this Supplemental Financial Information package.

                                                       ------------------------------------------------------------------
                                                                     Q1-03                             Q2-03
                                                       ------------------------------------------------------------------
                                                       Previously Reclassify             Previously Reclassify
                                                        Reported/   Spectra-              Reported/   Spectra-
                                                         Provided    Physics   Restated    Provided    Physics   Restated
- -------------------------------------------------------------------------------------------------------------------------

Cost of Revenues (a)                                            -          -          -           -          -          -
Restructuring and Other Costs (net) (b)                     8,102     (1,152)     6,950       4,872       (184)     4,688
Amortization of Acquisition-Related Intangible Assets       2,392       (281)     2,111       2,540       (207)     2,333
                                                       ------------------------------------------------------------------
Difference between GAAP and Adjusted Operating Income      10,494     (1,433)     9,061       7,412       (391)     7,021
                                                       ------------------------------------------------------------------

Other Income (net)
Loss/(Gain) on Retirement of Debt                               -          -          -           -          -          -
Gain on Investments (c)                                    (3,702)         -     (3,702)     (9,952)         -     (9,952)
                                                       ------------------------------------------------------------------
Difference between GAAP and Adjusted Income from
   Continuing Operations Before Income Taxes and
   Minority Interest                                        6,792     (1,433)     5,359      (2,540)      (391)    (2,931)
                                                       ------------------------------------------------------------------
Income Tax Provision (Benefit) (d)                         (1,791)       452     (1,339)     (7,515)      (136)    (7,651)
                                                       ------------------------------------------------------------------
Difference between GAAP and Adjusted Income from
   Continuing Operations                                    5,001       (981)     4,020     (10,055)      (527)   (10,582)
                                                       ------------------------------------------------------------------

Discontinued Operations (net of tax)                       (5,036)     2,697     (2,339)          -      1,502      1,502

                                                       ------------------------------------------------------------------
Difference between GAAP and Adjusted Net Income               (35)     1,716      1,681     (10,055)       975     (9,080)
                                                       ------------------------------------------------------------------

(a) The excluded items from cost of revenues include inventory charges, principally for the sale of inventories revalued at the date
    of acquisition.
(b) Restructuring and other costs consist principally of severance and retention costs; abandoned facility and other expenses of
    real estate consolidation; gains and losses on the sale of businesses, product lines and property; writedowns of businesses held
    for sale; and legal/advisory fees associated with a reorganization of the company's non-U.S. subsidiary structure.
(c) The excluded items from gain on investments represent gains from the sale of the company's equity interest in FLIR Systems, Inc.
    and Thoratec Corporation.
(d) The excluded items from income tax provision (benefit) include the tax consequences of the items detailed above and benefit from
    tax credit carryforwards.



<
                                                                  9

>

Thermo Electron Corporation
Reconciliation of Previously Reported GAAP and Restated GAAP Results to
Previously Provided Adjusted and Restated Adjusted Results
Schedule D
(In thousands)
(Unaudited)
The components of GAAP results listed below have been
excluded from Adjusted results presented in Schedule C
of this Supplemental Financial Information package.


                                                       ------------------------------------------------------------------
                                                                     Q3-03                             Q4-03
                                                       ------------------------------------------------------------------
                                                       Previously Reclassify             Previously Reclassify
                                                        Reported/   Spectra-              Reported/   Spectra-
                                                         Provided    Physics   Restated    Provided    Physics   Restated
- -------------------------------------------------------------------------------------------------------------------------

Cost of Revenues (a)                                            -          -          -          71          -         71
Restructuring and Other Costs (net) (b)                    14,273       (454)    13,819      21,462     (1,719)    19,743
Amortization of Acquisition-Related Intangible Assets       2,470       (207)     2,263       2,502       (171)     2,331
                                                       ------------------------------------------------------------------
Difference between GAAP and Adjusted Operating Income      16,743       (661)    16,082      24,035     (1,890)    22,145
                                                       ------------------------------------------------------------------

Other Income (net)
Loss/(Gain) on Retirement of Debt                             976          -        976           -          -          -
Gain on Investments (c)                                   (10,329)         -    (10,329)     (5,950)         -     (5,950)
                                                       ------------------------------------------------------------------
Difference between GAAP and Adjusted Income from
   Continuing Operations Before Income Taxes and
   Minority Interest                                        7,390       (661)     6,729      18,085     (1,890)    16,195
                                                       ------------------------------------------------------------------

Income Tax Provision (Benefit) (d)                         (1,981)       169     (1,812)     (9,586)     1,002     (8,584)
                                                       ------------------------------------------------------------------
Difference between GAAP and Adjusted Income from
   Continuing Operations                                    5,409       (492)     4,917       8,499       (888)     7,611
                                                       ------------------------------------------------------------------

Discontinued Operations (net of tax)                       (9,518)        (2)    (9,520)    (12,758)    (1,684)   (14,442)

                                                       ------------------------------------------------------------------
Difference between GAAP and Adjusted Net Income            (4,109)      (494)    (4,603)     (4,259)    (2,572)    (6,831)
                                                       ------------------------------------------------------------------

(a) The excluded items from cost of revenues include inventory charges, principally for the sale of inventories revalued at the date
    of acquisition.
(b) Restructuring and other costs consist principally of severance and retention costs; abandoned facility and other expenses of
    real estate consolidation; gains and losses on the sale of businesses, product lines and property; writedowns of businesses held
    for sale; and legal/advisory fees associated with a reorganization of the company's non-U.S. subsidiary structure.
(c) The excluded items from gain on investments represent gains from the sale of the company's equity interest in FLIR Systems, Inc.
    and Thoratec Corporation.
(d) The excluded items from income tax provision (benefit) include the tax consequences of the items detailed above and benefit from
    tax credit carryforwards.




<
                                                                 10

>

Thermo Electron Corporation
Reconciliation of Previously Reported GAAP and Restated GAAP Results to
Previously Provided Adjusted and Restated Adjusted Results
Schedule D
(In thousands)
(Unaudited)
The components of GAAP results listed below have been
excluded from Adjusted results presented in Schedule C
of this Supplemental Financial Information package.


                                                       ------------------------------------------------------------------
                                                                     2003                             Q1-04
                                                       ------------------------------------------------------------------
                                                       Previously Reclassify             Previously Reclassify
                                                        Reported/   Spectra-              Reported/   Spectra-
                                                         Provided    Physics   Restated    Provided    Physics   Restated
- -------------------------------------------------------------------------------------------------------------------------
Cost of Revenues (a)                                           71          -         71       2,408          -      2,408
Restructuring and Other Costs (net) (b)                    48,709     (3,509)    45,200       3,166         (8)     3,158
Amortization of Acquisition-Related Intangible Assets       9,904       (866)     9,038       3,977       (171)     3,806
                                                       ------------------------------------------------------------------
Difference between GAAP and Adjusted Operating Income      58,684     (4,375)    54,309       9,551       (179)     9,372
                                                       ------------------------------------------------------------------

Other Income (net)
Loss/(Gain) on Retirement of Debt                             976          -        976           -          -          -
Gain on Investments (c)                                   (29,933)         -    (29,933)     (1,620)        (1)    (1,621)
                                                       ------------------------------------------------------------------
Difference between GAAP and Adjusted
   Income from Continuing Operations Before Income
   Taxes and Minority Interest                             29,727     (4,375)    25,352       7,931       (180)     7,751
                                                       ------------------------------------------------------------------

Income Tax Provision (Benefit) (d)                        (20,873)     1,487    (19,386)     (2,425)       172     (2,253)
                                                       ------------------------------------------------------------------
Difference between GAAP and Adjusted Income from
   Continuing Operations                                    8,854     (2,888)     5,966       5,506         (8)     5,498
                                                       ------------------------------------------------------------------
Discontinued Operations (net of tax)                      (27,312)     2,513    (24,799)          -     (3,457)    (3,457)

                                                       ------------------------------------------------------------------
Difference between GAAP and Adjusted Net Income           (18,458)      (375)   (18,833)      5,506     (3,465)     2,041
                                                       ------------------------------------------------------------------


(a) The excluded items from cost of revenues include inventory charges, principally for the sale of inventories revalued at the date
    of acquisition.
(b) Restructuring and other costs consist principally of severance and retention costs; abandoned facility and other expenses of
    real estate consolidation; gains and losses on the sale of businesses, product lines and property; writedowns of businesses held
    for sale; and legal/advisory fees associated with a reorganization of the company's non-U.S. subsidiary structure.
(c) The excluded items from gain on investments represent gains from the sale of the company's equity interest in FLIR Systems, Inc.
    and Thoratec Corporation.
(d) The excluded items from income tax provision (benefit) include the tax consequences of the items detailed above and benefit from
    tax credit carryforwards.


<
                                                                 11

>