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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                                

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

                                   FORM 10-K

(mark one)

[ X ]   Annual Report Pursuant to Section 13 or 15(d) of the Securities

        Exchange Act of 1934 for the fiscal year ended January 1, 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 28, 1994, was approximately $1,967,000,000.



As of January 28, 1994, the Registrant had 47,933,007 shares of Common Stock

outstanding.



                      DOCUMENTS INCORPORATED BY REFERENCE



Portions of the Registrant's Annual Report to Shareholders for the year ended

January 1, 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 24, 1994, are incorporated by reference into

Part III.

                                     PART I



Item 1.   Business



(a)  General Development of Business



Thermo Electron Corporation and its subsidiaries develop, manufacture, and

market analytical and environmental-monitoring instruments, alternative-energy

systems, industrial process equipment, biomedical products, and various devices

based on advanced technologies. The Company also provides metallurgical

heat-treating, environmental engineering, and analytical laboratory services.

The Company conducts its business through its divisions and wholly owned

subsidiaries, as well as majority-owned subsidiaries that are partially owned by

the public or by private investors.



The Company has developed leading market positions in many lines of business,

including analytical and environmental-monitoring instruments, biomass-fueled

power plants, paper-recycling equipment, and papermaking accessories. The

Company is currently seeking to establish leading market positions in the fields

of left ventricular-assist devices, explosives-detection systems, thermal

soil-remediation services, and dedicated natural gas engines for vehicles and

stationary applications. The Company is developing new products in its Advanced

Technologies segment, as well as other segments.



A key element in the Company's growth has been its ability to commercialize

innovative products and services emanating from research and development

activities conducted at the Company's various subsidiaries and divisions. The

Company's strategy has been to identify business opportunities arising from

social, economic, and regulatory issues and to seek a leading market share

through the application of proprietary technology. As part of this strategy, the

Company continues to focus on the acquisition of complementary businesses that

can be integrated into existing core businesses to leverage the Company's access

to new markets.



The Company believes that maintaining an entrepreneurial atmosphere is essential

to continuing its growth and development. In order to preserve this environment,

in 1983 the Company adopted the strategy of having certain subsidiaries sell a

minority interest to outside investors. This permits the establishment of more

focused management objectives and performance incentives and provides capital to

support the subsidiaries' growth. The Company's operating philosophy is to

manage both its wholly owned and majority-owned subsidiaries by providing

centralized strategic planning, corporate development, administrative, financial

and other services that would not be available to many independent companies of

similar size. As of year-end 1993, the Company had 12 subsidiaries that have

sold minority equity interests, nine of which are publicly traded.



Thermo Electron, a Delaware corporation, was incorporated in 1956, completed its

initial public offering in 1967, and was listed on the New York Stock Exchange

in 1980. The principal executive office of the Company is 81 Wyman Street,

Waltham, Massachusetts 02254-9046 (telephone: 617-622-1000). Unless the context

otherwise requires, "the Registrant" and "the Company" as used herein refer to

Thermo Electron Corporation and its subsidiaries.



(b)  Financial Information About Industry Segments



The Company's products and services are divided into six segments: Instruments,

Alternative-energy Systems, Process Equipment, Biomedical Products, Services,

and Advanced Technologies. In some cases, products or services within a

particular segment are provided by more than one subsidiary, and certain

                                       2

subsidiaries' products or services are included in more than one segment. The

principal products and services offered by the Company in the six industry

segments are described in detail below (see "Principal Products and Services").

Financial information concerning the Company's industry segments is summarized

in Note 12 to Consolidated Financial Statements in the Registrant's 1993 Annual

Report to Shareholders and is incorporated herein by reference.



(c)  Description of Business



     (i)  Principal Products and Services



Instruments

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

The Company, through its Thermo Instrument Systems Inc. subsidiary, is a

worldwide leader in the development, manufacture, and marketing of analytical

instruments used to detect and measure air pollution, nuclear radioactivity,

complex chemical compounds, toxic metals, and other elements in a wide variety

of materials. In recent years, Thermo Instrument has completed a number of key

acquisitions to expand and complement its existing lines of instruments,

including: Finnigan Corporation, a leading manufacturer of mass spectrometers,

in May 1990; Gas Tech Inc., a leading manufacturer of portable instruments and

fixed-site systems for detecting and monitoring toxic and combustible gases, in

May 1992; Nicolet Instrument Corporation, a leading manufacturer of instruments

for numerous analytical, chemistry, engineering, and other applications, in

August 1992; Gamma-Metrics, a manufacturer of analytical and nuclear reactor

monitoring instruments, in January 1993; Spectra-Physics Analytical, a

manufacturer of high performance liquid chromatography and capillary

electrophoresis analytical instruments, in February 1993; and the radiation

measurement products and radiometry process control divisions of FAG

Kugelfischer Georg Shafer AG, in October 1993. On January 31, 1994, Thermo

Instrument announced its intention to acquire, subject to regulatory approvals

and the satisfaction of certain conditions to closing, several of the businesses

within the EnviroTech Measurements & Controls group of Baker Hughes Incorporated

for a cash purchase price of approximately $93 million. The businesses to be

acquired manufacture products used for process control, process measurement and

laboratory analysis.



The Company's instruments employ a variety of advanced technologies including

spectral, electroanalytical, and separation techniques to determine the

composition, or structure, and physical properties of natural and synthetic

substances. The Company's instruments can be broadly categorized by their use as

analytical or monitoring instruments.



Analytical Instruments



The Company's principal analytical instrument products are atomic emission and

absorption spectrometers, Fourier transform infrared (FT-IR) and FT-Raman

spectrometers, mass spectrometers, and high performance liquid chromatographs.



Atomic emission (AE) and atomic absorption (AA) spectrometers identify and

measure trace quantities of metals, and other elements, in a wide variety of

materials, including environmental samples (such as soil, water, and wastes),

foods, drugs, cosmetics, and metal alloys. The Company sells these products to a

wide range of customers in manufacturing industries, such as producers of

aircraft, automobiles and trucks, computers, chemicals, food, and primary

metals; service industries such as waste management companies and commercial

testing laboratories; and government and university laboratories.



The Company is a leading manufacturer of both sequential AE spectrometers, in

which elements are analyzed one at a time, and simultaneous AE spectrometers, in

                                       3

which many elements can be measured at one time. The Company produces AA

spectrometers in single-, double-, and four-channel models. The Company is the

only major producer of multichannel AA spectrometers, which provide several

operational advantages over single-channel instruments, including speed of

analysis, increased accuracy, reduced sample consumption, and analysis over an

extended range of concentrations.



The Company's FT-IR and FT-Raman spectrometers are designed to nondestructively

determine the chemical composition and physical properties of materials. These

instruments are used in many areas of chemical research, industrial quality

control and process monitoring, and for solving a wide variety of materials

analysis problems. The Company offers a variety of models ranging from recently

introduced models designed for routine applications to highly advanced

research-grade FT-IR spectrometers.



The Company is a leading manufacturer of commercial mass spectrometers and has

pioneered many of the significant developments and applications of mass

spectrometry. The Company's mass spectrometry products identify and measure the

components of a sample for organic chemical compounds or for inorganic elements.

These instruments are used by customers in environmental analysis and pollution

control; in research and the production of pharmaceuticals; in biochemistry; in

analysis of foods, chemicals, and petrochemicals; and in health and forensic

science. The Company provides both stand-alone spectrometers and combined

systems that use chromatographs purchased from other companies. These products

span a range of sensitivity, specificity, separation technologies, data-handling

capabilities, sizes, and prices.



The Company also sells high performance liquid chromatography instruments and

related equipment used principally in the production of pharmaceuticals,

chemicals, and personal-care products, and for environmental monitoring. These

instruments separate the chemical components of substances for purposes of

identification and measurement. Capillary electrophoresis is a relatively new

separation technique that is based on a combination of chromatographic and

electroanalytical technologies and is particularly useful in biochemical,

pharmaceutical, and environmental research. In addition, the Company

manufactures and markets digital oscilloscopes and multichannel transient

recorders, as well as X-ray imaging systems used for quality control in the

electronics industry.



Monitoring Instruments



The Company also manufactures monitoring instruments for two principal markets:

the detection and measurement of nuclear radiation, and the monitoring of air

pollutants and detection of toxic and combustible gases.



The Company's nuclear radiation monitoring instruments detect and measure alpha,

beta, gamma, neutron, or X-ray radiation emitted by natural sources and by

radioactive materials found in nuclear power plants and certain governmental,

industrial, and medical facilities. The Company is a leading manufacturer of a

broad range of stand-alone and portable instruments and computer-integrated

instrument systems used to ensure the protection of personnel from nuclear

radiation. Nuclear power plants and U.S. Department of Energy facilities

purchase approximately 85% of the radiation monitoring instruments sold by the

Company.



The Company's air-monitoring instruments measure pollutants in ambient or "open"

air and from stationary sources such as industrial smokestacks. The principal

pollutants measured are oxides of nitrogen, sulfur dioxide, carbon monoxide,

ozone, and volatile organic compounds. These instruments are used by utility and

industrial customers to ensure compliance with environmental regulations, by

government agencies to monitor air quality, and by research facilities. The

                                       4

Occupational Safety and Health Administration's recently established safety

requirements for protecting workers from toxic or explosive atmospheres in

confined spaces are addressed with detectors, instruments, and systems for

sensing, monitoring, and warning of such dangers. These worker-safety products

are used in a wide range of applications, from large petrochemical plants,

utilities, and industrial manufacturing facilities to commercial buildings.



Also included in the Company's monitoring instruments business is equipment that

provides on-line, real-time analysis of elements in bulk raw materials, such as

coal and cement. These analyzers are used by utilities to determine the sulfur

content of coal to ensure compliance with air quality standards and by the

cement industry to test raw materials to assure product quality and uniformity.



Revenues from instruments products were $516,712,000, $349,261,000, and

$283,612,000 in 1993*, 1992, and 1991, respectively.





Alternative-energy Systems

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

The Company's Alternative-energy Systems segment includes the construction,

sale, and operation of alternative-energy power plants, the manufacture, sale,

and servicing of packaged cooling and cogeneration systems, natural gas and

marine engines, industrial refrigeration systems, and steam turbines and

compressors and, beginning in early 1994, the operation of a waste-recycling

facility.



Alternative-energy Power Plants



Through a division and its Thermo Energy Systems Corporation subsidiary, the

Company develops, constructs, and operates alternative-energy power plants. The

power plants, generally designed to burn low-grade fuels and to produce less

than 100 megawatts of electric power, are either owned by the Company or sold to

third parties upon completion and operated by the Company. The Company has

completed and operates three wood-waste power plants and four agricultural-waste

power plants, representing a net electric generating capacity of approximately

140 megawatts.



The Company also has substantial capabilities in developing and operating

fossil-fuel cogeneration systems, which generate electricity and thermal energy

in the form of steam, or hot or chilled water. The Company has built, on a

turnkey basis, three fossil-fuel cogeneration systems that are owned and

operated by others, and one system in Dade County, Florida, that is owned by a

third party and operated by a joint venture of which the Company is a partner.



The facilities that are leased by the Company are owned by institutional

investors and are leased on a long-term basis to the Company or to joint

ventures or partnerships in which the Company has ownership interests. The

Company uses internal funds for preconstruction development expenses and

generally obtains external financing for construction. The Company has equity

ownership interests in three operating plants. The Company may make additional

significant equity investments in its projects in the future.



The Company participates in the operation of the Dade County Downtown Government

Center cogeneration plant in Miami, Florida, through a joint venture of

subsidiaries of the Company and Rolls-Royce, Inc. Because the demand for power

and chilled water at the Downtown Government Center complex has been



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

*    References to 1993, 1992, and 1991 herein are for the fiscal years ended

     January 1, 1994, January 2, 1993, and December 28, 1991, respectively.

                                       5

substantially less than anticipated since the plant's startup in 1987, and

because the Company believes Dade County has breached its contractual

obligations with respect to use of power at Dade County facilities outside the

Government Center (affecting plant efficiencies), the joint venture has

experienced continuing losses. The Company is involved in litigation and

regulatory proceedings with respect to this project (see Item 3., "Legal

Proceedings" below). 



Revenues from alternative-energy power plant operations and construction were

$128,558,000, $140,561,000, and $112,527,000 in 1993, 1992, and 1991,

respectively.



Waste-recycling Facility



In early 1994, the Company completed construction and commenced operation of a

2,100-ton-per-day municipal solid waste-recycling facility (the Recycling

Facility) in San Diego County, California (the County). The Recycling Facility

is the first such facility that the Company has built or operated. The

construction of the Recycling Facility was financed by the issuance by the

California Pollution Control Finance Authority of $133.5 million principal

amount of bonds (the CPCFA Bonds), which are effectively guaranteed by the

Company except under certain circumstances. The Company has entered into a

24-year agreement with the County under which the Company will recycle materials

recovered from the County's waste stream and reduce the volume of remaining

waste for a service fee. The service fee is calculated pursuant to a formula

that includes a provision for debt service for the CPCFA Bonds, a passthrough of

certain costs of operating the Recycling Facility, an operation and maintenance

allowance, and an allocation of a portion of the proceeds from the resale of

recovered materials generated by the Recycling Facility. The County has

guaranteed that certain minimum amounts of waste will be brought to the

Recycling Facility and the Company has guaranteed that the Recycling Facility is

capable of processing a minimum amount of waste and of yielding certain

percentages of recovered materials from recoverable waste. Except for risks

associated with the nonperformance by the County of its obligations, the Company

will bear most business and legal risks associated with operating the Recycling

Facility. Although the Company believes that the Recycling Facility will be able

to satisfy all applicable performance requirements, due to the novelty and

complexity of the technology and processes involved, there can be no assurance

that the Company will not encounter unanticipated operational difficulties.



Natural Gas Engines and Refrigeration Systems



The Company, through its Thermo Power Corporation subsidiary, designs, develops,

manufactures, markets, and services environmentally sensitive and economically

efficient power generation, cooling, and related products, many of which are

fueled by natural gas. Thermo Power's 1992 acquisition of FES, Inc., a supplier

of specialized ammonia-based, fluorocarbon-free refrigeration systems primarily

used by the food-processing, pharmaceutical, and petrochemical industries,

combined with its Crusader Engines division, a leading manufacturer of inboard

marine engines, have expanded Thermo Power from an entity with a research and

development focus to an integrated manufacturing operation.



Many of Thermo Power's products are powered by its proprietary low-emission

natural gas-fueled TecoDrive engines, a family of General Motors Corporation

gasoline engines that have been modified by Thermo Power to optimize performance

on natural gas. Thermo Power is developing a number of applications for its

TecoDrive engines, including driving irrigation pumping systems and other

stationary power applications and powering various fleet vehicles. Thermo Power

has established a marketing relationship with Blue Bird Corporation, a leading

school bus manufacturer in the U.S., to provide TecoDrive engines as a

                                       6

production option for school buses built by Blue Bird. Thermo Power has also

supplied TecoDrive engines for use in demonstrations by other fleet operators,

including United Parcel Service, the U.S. Postal Service, and several fleets

abroad. In addition to conducting research on natural gas engines for vehicles,

Thermo Power, through its Tecogen division, has a research and development

relationship with Carrier Corporation and the Gas Research Institute to develop

natural gas engine-driven cooling systems.



The Company's Alternative-energy Systems segment also includes its Peter

Brotherhood Ltd. subsidiary, a manufacturer of steam turbines and compressors

based in the United Kingdom.



Process Equipment

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

The Company designs, manufactures, and sells advanced, custom-engineered

processing machinery, including papermaking and paper-recycling equipment,

metallurgical thermal-processing systems, and electroplating systems.



Papermaking and Paper-recycling Equipment



Through its Thermo Fibertek Inc. subsidiary, the Company manufactures and sells

processing machinery and accessories for the papermaking and paper-recycling

industries worldwide. The Company's principal products in this business include

custom-engineered systems and equipment for the preparation of waste paper for

conversion into recycled paper, and accessory equipment and related consumables

that are of critical importance to the efficient operation of papermaking

machines. The Company has developed what it believes is the most technologically

advanced equipment for the preparation of white recycled fiber (e.g. printing

and office paper, newsprint, and tissue). The Company sells in countries outside

the Pacific Rim what it believes is the most technologically advanced equipment

for the preparation of brown recycled fiber (e.g. corrugated boxes and paper

bags) pursuant to a license from Aikawa Iron Works Ltd., a leading Japanese

manufacturer of this equipment.



Thermo Fibertek also manufactures accessories used in the papermaking industry,

and is a leading designer and manufacturer of doctor blades and showers that

perform continuous on-line cleaning of rolls and fabrics used to protect

papermaking machines from costly damage caused by web breaks. The Company seeks

to expand its businesses through the introduction of new products and

technologies and through select acquisitions. Thermo Fibertek expanded its

existing market position in papermaking accessories through the September 1992

acquisition of Vickerys Holdings Limited, a U.K.-based manufacturer of doctoring

systems and environmental process systems, and the June 1993 acquisition of AES,

formerly Albany International Corp.'s Engineered Systems Division, a worldwide

supplier of showering systems, formation systems, and water-filtration systems

for the papermaking process.



Revenues from papermaking and paper-recycling equipment were $137,088,000,

$125,577,000, and $124,731,000 in 1993, 1992, and 1991, respectively.



Metallurgical Thermal-processing Systems



The Company, through the Holcroft division of its Thermo Process Systems Inc.'s

subsidiary, designs, manufactures, and sells computer-controlled,

custom-engineered thermal-processing systems used to treat primary metals and

metal parts. Holcroft's products include controlled-atmosphere systems used to

impart desirable metallurgical properties, such as added tensile strength and

wear resistance, and vacuum heat-treating systems used in forming metals into

desired shapes.

                                       7

The Company also manufactures electroplating systems, heavy metal and

waste-treatment systems, and aqueous cleaning systems that offer an alternative

to the use of ozone-damaging chemicals in a variety of production processes.



Biomedical Products

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

The Company's Biomedical Products segment comprises a number of different

businesses, several of which have developed out of the Company's research

related to ventricular-assist devices, which began in 1966. In addition, the

Company has made several acquisitions, including International Technidyne

Corporation (ITC) in 1991, the biomedical division of Nicolet Instrument

Corporation (Nicolet Biomedical) and Lorad Corporation in 1992, and CBI

Laboratories, Inc. in 1993.



ITC is a leading manufacturer of hemostasis management products, including blood

coagulation-monitoring instruments. ITC also manufactures and markets

skin-incision devices that can draw minute but medically significant blood

samples through precisely controlled, pain-free incisions.



Nicolet Biomedical is a leading manufacturer of biomedical instruments for

assessing muscle, nerve, sleep, hearing, and brain blood-flow disorders and for

related work in clinical neurophysiology. These instruments are used in

hospitals, clinics, universities, private practice medical offices, and medical

research facilities by physicians and technologists for routine clinical testing

and intra-operative monitoring. Nicolet Biomedical also produces systems that

record and display spontaneous brain waves in the form of a topographic colored

"map." Such maps of brain activity are used in conjunction with other

measurements to assist in the diagnosis of various neurologic disorders.



Lorad is a leading U.S. manufacturer of low-dose X-ray mammography equipment and

minimally invasive needle-biopsy systems. In 1992, Lorad introduced a digital

imaging mammography system designed to target a specific area of the breast

where a suspicious lesion has been detected, and create a digital image of the

lesion on a video monitor. Digital imaging has advantages over traditional X-ray

mammography because once the X-ray image has been converted into digital

computer code, radiologists can enhance the image quality to scrutinize subtle

differences that may go undetected on a film-based X-ray. Lorad's needle-biopsy

systems provide a less-invasive alternative to conventional surgical biopsies.

Compared with open surgery, these needle techniques are less traumatic to the

patient, result in less scarring, which can affect the accuracy of future

mammograms, and are performed on an outpatient basis at a significantly lower

cost.



In December 1993, the Company's ThermoTrex Corporation subsidiary acquired CBI,

a manufacturer of high-quality skin-care and other personal-care products sold

through salons, spas, and department stores. It is anticipated that CBI will

manufacture the lotion that is an integral part of ThermoTrex's laser-based

system for long-term hair removal, which is being developed by ThermoLase Inc.,

a majority-owned subsidiary of ThermoTrex.



The Company's Thermedics Inc. subsidiary develops, manufactures, and markets

enteral-nutrition delivery systems and solutions and a family of biocompatible

polyurethanes, TecoflexR and TecothaneR, which are medical-grade plastics used

in medical disposables and industrial applications.



Thermedics also manufactures Scent Seal (1) fragrance samplers, which were

developed from the Company's polymer technology. Scent Seal fragrance samplers

are used in magazines to seal fragrance renditions in perfume advertisements,

and offer an alternative to commonly used fragrance strips.

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

(1) Scent Seal is a trademark of Scent Seal Inc.

                                       8

The Company, through its Thermo Cardiosystems Inc. subsidiary, is a leader in

the research and development of implantable left ventricular-assist devices

(LVADs). These devices are designed to perform substantially all or part of the

pumping function of the left ventricle of the natural heart for patients

suffering from cardiovascular disease. Unlike total artificial heart systems,

which require removal of the natural heart, LVADs allow the heart to be left in

place, preserving the heart's biological control mechanisms. The Company's

devices are currently being used in clinical trials in patients awaiting heart

transplants. The current version of the Company's air-driven LVAD has been

implanted in more than 190 patients, and its battery-powered LVAD has been

implanted in 12 patients. In December 1993, the FDA's Advisory Panel on

Circulatory System Devices unanimously recommended commercial approval for the

air-driven LVAD, providing that certain labeling conditions are met. The FDA is

free to decide whether or not to accept this recommendation and whether to

impose additional conditions upon the grant of commercial approval. The FDA may

also impose limitations on the indicated uses for the air-driven LVAD and may

require that the Company continue to submit clinical data after the product is

approved. In any event, prior to the FDA's final decision on commercial

approval, the Company must undergo a standard FDA review of product labeling and

manufacturing practices. The Company expects that the FDA will not make a final

approval decision until mid-1994 at the earliest. There can be no assurances,

however, when the FDA's decision will be made or whether the FDA will approve

the air-driven LVAD for commercial sale. The Company does not expect that it

will file a premarket approval application for its electric LVAD before 1995.



Services

- --------

The Company provides analytical and environmental services in the fields of

laboratory testing, engineering, and waste treatment. Through a network of

facilities owned and operated by Thermo Instrument, the Company provides

comprehensive laboratory-based environmental testing, analysis, and related

services for the detection, measurement, and monitoring of hazardous wastes and

radioactive materials. The Company's services also include design and

construction inspection of water supply and wastewater treatment facilities,

surveying and site planning, transportation engineering services, solid waste

management services, and building services.



Thermo Process Systems' Thermo Remediation Inc. subsidiary operates a national

network of facilities for remediating petroleum-contaminated soil. Thermo

Remediation currently operates six soil-recycling centers, one each in Virginia,

Florida, California and Oregon, and two in South Carolina. Thermo Remediation

recently entered the waste fluids-recycling market through the acquisition of a

fluids recovery company based in Arizona. A majority-owned subsidiary of Thermo

Process, J. Amerika N.V., provides environmental services from its

Netherlands-based operation.



In addition, metallurgical heat-treating services are provided for customers in

the aerospace, defense, and other industries. The Company also provides

metallurgical fabrication services, principally on high-temperature materials,

for customers in the aerospace, medical, electronics, and nuclear industries.



Advanced Technologies

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

Many of the Company's lines of business resulted from its research and

development activities. In 1988, the operations constituting substantially all

of the Company's research and development segment were combined into a

subsidiary, which is now called ThermoTrex Corporation. ThermoTrex continues to



                                       9

conduct sponsored research and development and is also attempting to

commercialize new products based on advanced technologies it has developed in

its laboratories. Sponsored research and development conducted by this

subsidiary, principally for the United States government, includes basic and

applied research in electro-optical and electro-acoustic systems, advanced laser

systems, thermodynamics, heat transfer, materials technology, and advanced

parallel and signal processing. This work also includes design, development, and

testing of prototype devices and systems.



Research and development currently in progress by ThermoTrex includes the

development of a passive microwave camera that is intended to "see" through

clouds and fog to enhance safety in aerial navigation, the Sonic CTTM (Computed

Tomography) system for the early detection of breast cancer, a blood-flow

measurement system, called the Doppler CT, for the diagnosis and monitoring of

peripheral vascular disease, and a laser-based system, called ThermoLase, for

the painless long-term removal of hair. ThermoTrex is also developing a

full-breast digital mammography system. These products are at various stages of

development and are subject to various levels of regulatory approval. Because

these projects are still under development, no assurance can be given that the

necessary approvals for any of the projects will be obtained on a timely basis,

or at all, or that any of them will eventually result in commercially viable

products.



Based on technology that has been used to develop instruments sold by the

Company for the detection of nitrosamines and other nitrogen-based compounds,

the Company, through a subsidiary of Thermedics, develops, manufactures,

markets, and sells instruments to detect explosives (the EGISR system) and

narcotics (the SentorR system) at airports and other locations. In 1992,

Thermedics introduced a high-speed product quality assurance system based on its

EGIS technology for use in bottling lines (the AlexusR system). The Company

believes that the technology developed from this project may have applications

in a range of environments where the ability to screen products during

high-speed production, without interruption, will enhance product quality and

increase efficiency.



The Company's Thermo Voltek Corporation subsidiary designs, develops, and

manufactures test instruments that simulate different types of pulsed

electromagnetic interference in order to test electronic and electrical systems

and components for electromagnetic compatibility (EMC), provides EMC consulting

and systems-integration services, distributes a range of EMC-related products

and manufactures and markets specialized power supplies for telecommunications

equipment. Thermo Voltek also designs, manufactures, and markets high-voltage

power conversion systems, modulators, fast-repsonse protection systems, and

related high-voltage equipment for industrial, medical, and environmental

processes, and defense and scientific research applications.



Publicly and Privately Held Subsidiaries



In 1983, the Company adopted a strategy of having certain subsidiaries sell a

minority interest in a public or private offering to outside investors. An

important goal of this strategy is to provide the entrepreneurial atmosphere and

focused performance incentives of a separate business. As of January 1, 1994,

the Company had 12 subsidiaries that have sold minority equity interests, nine

of which are publicly traded and three of which are privately held. 



Thermedics Inc. develops, manufactures, and markets explosives- and

drug-detection devices, product quality assurance systems, as well as

biomaterials and other biomedical products. Thermedics' products are included in

                                       10

the Company's Biomedical Products and Advanced Technologies segments. On January

31, 1994, Thermedics announced its intention to acquire from Baker Hughes

Incorporated two businesses that manufacture precision measurement and

inspection equipment, for a cash purchase price of approximately $41 million.



     Thermo Cardiosystems Inc., a majority-owned subsidiary of Thermedics,

     performs research and development of implantable left ventricular-assist

     devices designed to perform substantially all or part of the pumping

     function of the left ventricle of the natural heart for patients suffering

     from cardiovascular disease. Thermo Cardiosystems' products are included in

     the Company's Biomedical Products segment.



     Thermo Voltek Corp., a majority-owned subsidiary of Thermedics, designs,

     develops, and manufactures instruments and systems that simulate the

     effects of pulsed electromagnetic interference and power interruptions,

     provides electromagnetic compatibility consulting and systems services, and

     designs, manufactures, and markets high-voltage power conversion systems

     for commercial, medical, defense, and industrial applications. Thermo

     Voltek's products are included in the Company's Advanced Technologies

     segment.



Thermo Instrument Systems Inc. develops, manufactures, and markets analytical

and monitoring instruments used to detect and measure air pollution, nuclear

radioactivity, toxic substances, chemical compounds, and trace quantities of

metals, and other elements, in a wide variety of materials. Thermo Instrument

also performs analytical laboratory services for the management of hazardous

wastes and radioactive materials, and environmental science and engineering

services. Thermo Instrument's products and services are included in the

Company's Instruments and Services segments.



Thermo Process Systems Inc. designs, manufactures, and installs

custom-engineered thermal-processing systems for treating primary metals and

metal parts. The Company also provides a range of metallurgical processing

services. Thermo Process' products and services are included in the Company's

Process Equipment and Services segments.



     Thermo Remediation Inc., a majority-owned subsidiary of Thermo Process,

     operates a network of soil-recycling centers in the U.S. and provides waste

     fluids-recycling services. Thermo Remediation's services are included in

     the Company's Services segment.



     J. Amerika N.V., a majority-owned, privately held subsidiary of Thermo

     Process, provides environmental services in the Netherlands, including

     testing, removal, and installation of underground storage tanks, and

     groundwater cleanup. J. Amerika's services are included in the Company's

     Services segment.



Thermo Power Corporation manufactures, markets, and services industrial

refrigeration equipment; natural gas engines for vehicles and stationary

applications; natural gas-fueled cooling and cogeneration systems; and marine

engines; and conducts research and development on low-emission engines and

advanced systems for clean-coal combustion. Thermo Power's products are included

in the Company's Alternative-energy Systems segment.



ThermoTrex Corporation manufactures and markets mammography and biopsy systems

for the early detection of breast cancer, and conducts advanced-technology

research and product development, which it is incorporating into commercial

products for the medical imaging and avionics industries. ThermoTrex's products

are included in the Company's Advanced Technologies and Biomedical Products

segments.

                                       11

     ThermoLase Inc., a majority-owned, privately held subsidiary of ThermoTrex,

     is developing a laser-based system for the long-term removal of hair, and

     manufactures high-quality skin-care products sold through salons, spas, and

     department stores. ThermoLase's hair-removal system is included in the

     Advanced Technologies segment and ThermoLase's skin-care products are

     included in the Company's Biomedical Products segment.



Thermo Fibertek Inc. develops, markets, and manufactures a range of equipment

and accessory products for the domestic and international paper industry,

including de-inking and stock-preparation equipment for paper recycling. Thermo

Fibertek's products are included in the Company's Process Equipment segment.



Thermo Energy Systems Corporation, a majority-owned, privately held subsidiary,

develops and operates alternative-energy power plants. Plants currently operated

by the Company are owned by third parties and leased on a long-term basis to the

Company, or are owned by joint ventures or partnerships in which the Company has

ownership interests. Thermo Energy Systems' operations are included in the

Company's Alternative-energy Systems segment.



The Company also has a number of wholly owned subsidiaries and divisions that

develop, manufacture, and market neurophysiology monitoring instruments,

blood-coagulation monitoring products and skin-incision devices, electroplating

and wastewater treatment lines, and steam turbines and gas compressors, and

provide services in metallurgical heat-treating and specialty metals

fabrication. In addition, a division of the Company constructed and now operates

a waste-recycling facility.



     (ii) New Products



The Company's business includes the development and introduction of new products

and may include entry into new business segments. The Company has made no

commitments to new products that require the investment of a material amount of

the Company's assets, nor does it have any definitive plans to enter new

business segments that would require such an investment (see Section (xi)

"Research and Development").



     (iii) Raw Materials



In the opinion of management, the Company has a readily available supply of raw

materials for all of its significant products from various sources and does not

anticipate any difficulties in obtaining the raw materials essential to its

business, except as described below.



The Company's Thermedics subsidiary relies upon a number of sole-source

suppliers of chemical components used in the manufacture of two polyurethanes.

In addition, Thermedics' Thermo Cardiosystems subsidiary relies upon a number of

custom-designed components and materials supplied by other companies to

manufacture its LVADs. In 1992, several suppliers of such components and

materials notified Thermo Cardiosystems that they intended to exit the

biomedical market. While the Company believes that the existing premarket

approval application for Thermo Cardiosystems air-driven LVADs will not be

affected by the discontinuation of these materials, any new materials used in

the LVAD systems will require approval by the FDA. The Company's goal is to

obtain FDA approval for alternative materials before Thermo Cardiosystems'

existing supplies are depleted. The cost to the Company to evaluate and test

alternative materials and the time necessary to obtain FDA approval for these

materials are inherently difficult to determine because both time and cost are

dependent on at least two factors: the similarity of the alternative material to

the original material, and the amount of third-party testing that may have

already been completed on alternative materials. There can be no assurance,

                                       12

however, that Thermo Cardiosystems' existing supplies will not be depleted prior

to the receipt of FDA approval.



     (iv) Patents, Licenses, and Trademarks



The Company considers patents to be important in the present operation of its

business. However, the Company does not consider any patent, or related group of

patents, to be of such importance that its expiration or termination would

materially affect the Company's business taken as a whole. The Company seeks

patent protection for inventions and developments made by its personnel and

incorporated into its products or otherwise falling within its fields of

interest. Patent rights resulting from work sponsored by outside parties do not

always accrue exclusively to the Company and may be limited by agreements or

contracts.



The Company protects some of its technology as trade secrets and, where

appropriate, utilizes trademarks with its products. It also enters into license

agreements with others to grant and/or receive rights to patents and know-how.



     (v)  Seasonal Influences



There are no significant seasonal influences on the Company's sales of products

and services.



     (vi) Working Capital Requirements



There are no special inventory requirements or credit terms extended to

customers that would have a material adverse effect on the Company's working

capital.



     (vii) Dependence on a Single Customer



No single customer accounted for more than 10% of the Company's total revenues

in any of the past three years. The Advanced Technologies segment derived

approximately 23% of its revenues in 1993 from contracts with various agencies

of the U.S. government and approximately 45% of its revenues in 1993 from one

customer for a high-speed product quality assurance system. In connection with

the development of alternative-energy power plants, the Company typically enters

into long-term power supply contracts with a single customer for the sale of

power generated by each plant. Although the Alternative-energy Systems segment

is, therefore, dependent upon a small number of customers, the Company believes

that the nature of its customers (typically utilities) and the long-term nature

of these contracts significantly reduce the risk associated with a small

customer base.



     (viii) Backlog



The Company's backlog of firm orders at year-end 1993 and 1992 was as follows:



       (In thousands)                            1993           1992

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

       Instruments                               $115,600       $ 93,000

       Alternative-energy Systems                 370,600        375,800

       Process Equipment                           36,200         40,900

       Biomedical Products                         26,800         13,300

       Services                                    39,700         47,400

       Advanced Technologies                       29,100         25,900

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

                                                 $618,000       $596,300

                                                 ========       ========

                                       13

Alternative-energy Systems segment backlog includes $281 million at year-end

1993 and 1992 for revenues to be earned over 24 years from the operation of the

San Diego County waste-recycling facility, construction of which was completed

in early 1994 (see "Alternative-energy Systems" under section (c), "Description

of Business"). The Advanced Technologies segment backlog includes government

contract orders that are firm but not yet funded. Such orders were $11.4 million

and $11.7 million at year-end 1993 and 1992, respectively.



Backlog includes the uncompleted portion of research and development contracts

and the uncompleted portion of certain equipment contracts that are accounted

for using the percentage-of-completion method. The Company believes

approximately 95% of the 1993 backlog, excluding backlog relating to the

waste-recycling facility in San Diego County, will be filled during fiscal 1994.

The Company believes that approximately $12 million of the backlog relating to

the waste-recycling facility in San Diego County will be filled in fiscal 1994.



     (ix) Government Contracts



Approximately 3% of the Company's total revenues in fiscal 1993 were derived

from contracts or subcontracts with the federal government, which are subject to

renegotiation of profits or termination. The Company does not have any knowledge

of threatened or pending renegotiation or termination of any material contract

or subcontract.



     (x)  Competition



The Company is engaged in many highly competitive industries. The nature of the

competition in each of the Company's markets is described below:



Instruments



The Company's instruments business generally competes on the basis of technical

advances that result in new products and improved price-performance ratios,

reputation among customers as a quality leader for products and services, and

active research and application-development programs. To a lesser extent, the

Company competes on the basis of price. The Company believes it is among the

principal manufacturers specializing in analytical instrumentation, although it

faces significant competition from other companies and technologies in most of

its product lines and its relative position in certain markets cannot be

determined due to insufficient data. The Company believes it is the leading

supplier of mass spectrometers, FT-IR spectrometers, FT-IR and FT-Raman

microscopes, and optical plasma-emission spectrometers, and a major supplier of

atomic absorption spectrometers. In liquid chromatography, the Company believes

its competitors include several larger companies and numerous specialty

manufacturers. In its remaining analytical instrument product lines, the Company

believes its competitors are mainly smaller, specialized firms.



The Company is a leading manufacturer of ambient air monitoring instruments and

a major manufacturer of source monitoring and worker-safety monitoring

instruments. Some engineering companies compete for large ambient air monitoring

installations, but they do not manufacture the individual instruments that form

a major part of the system, therefore, they will often buy these from the

Company on an OEM basis.



Alternative-energy Systems



Alternative-energy power plants are individually designed to meet customer

specifications. Most customers solicit proposals from several companies and make

a selection based upon engineering design capability, adherence to

                                       14

specifications, and previous experience with the supplier, as well as price and

service.



The Company's sale of packaged cogeneration systems is subject to intense

competition, both direct and indirect. Direct competitors consist of companies

that sell cogeneration products resembling those sold by the Company. In

addition, electric utility pricing programs provide competition for the

Company's cogeneration products. Indirect competitors include manufacturers of

conventional water heaters, air conditioners, and electric generator sets, since

the economic benefits of the Company's cogeneration and cooling systems depend

on the cost of conventional energy. The Company believes it competes in the sale

of its systems on the basis of several factors, including product quality and

reliability, operational savings, ease of installation, service, and price. 



The Company anticipates that competition in the developing alternative-fuel

engine market, specifically natural gas engines for vehicles, will be intense,

and potential competitors may include major automotive and natural gas companies

and other companies that have greater financial resources than those of the

Company.



The Company has experienced intense competition in the marine engine business in

recent years, primarily from the vertical integration of boat and engine

manufacturers that has led to the acquisition of some of its former customers by

competing engine manufacturers. Competition is primarily on the basis of

quality, reliability, and service.



The Company's sale of industrial refrigeration systems is subject to intense

competition. The industrial refrigeration market is mature, highly fragmented,

and extremely dependent on close customer contacts. Major industrial

refrigeration companies, of which FES is one, account for approximately one half

of worldwide sales, with the balance generated by many smaller companies. The

Company competes principally on the basis of its advanced control systems and

overall quality, reliability, service, and price.



Process Equipment



The Company faces significant competition in the markets for both

paper-recycling and web process equipment, and competes in these markets

primarily on the basis of quality, service, technical expertise, and product

innovation. The Company is a leading supplier of accessory equipment for

papermaking machines, and competes in this market primarily on the basis of

service, technical expertise, and performance.



Although the market for metallurgical processing systems is subject to intense

competition worldwide, competition for particular projects is typically limited

to only a few companies. The Company competes on the basis of several factors,

including technical performance, product quality and reliability, timely

delivery, and price.



Services



The Company competes in the emerging and highly fragmented market for

soil-remediation services on its ability to offer customers superior protection

from environmental liabilities from a national network of cleanup facilities.

However, the Company faces competition in local markets from landfills and other

remediation technologies as well as from companies competing with similar

technologies, that limits the prices that can be charged by the Company. Pricing

is therefore a major competitive factor to the Company.



The Company's metallurgical services business competes in specialty machining

                                       15

services. Competition is based principally on quality, service, price, and the

ability to respond rapidly to customer requirements.



Hundreds of independent analytical testing laboratories and engineering and

consulting firms compete for environmental services business nationwide. Many of

these firms use equipment and processes similar to those of the Company.

Competition is based not only on price, but also on reputation for accuracy,

quality, and the ability to respond rapidly to customer requirements. In

addition, many industrial companies have their own in-house analytical testing

capabilities. 



Biomedical Products



Competition in the markets for most of the Company's biomedical products,

including those manufactured by Thermo Cardiosystems, Lorad, Nicolet Biomedical

and ITC, is based to a large extent upon technical performance.



The Company is aware of one other company that is performing clinical trials in

humans of a long-term LVAD and a portable electric LVAD. The Company is also

aware that a total artificial heart is currently undergoing clinical trials. The

requirement of obtaining FDA approval for commercial sale of LVADs is a

significant barrier to entry into that market. Consequently, the first companies

to receive market approval from the FDA will have a significant competitive

advantage. 



Sales of Lorad X-ray mammography equipment are primarily limited to the U.S.

Lorad and General Electric Company each have approximately 30% of the U.S. X-ray

mammography market. The balance of the market is divided among approximately 10

other companies. The Company competes in this market principally on the basis of

technological advances and technical service support and, to a lesser extent,

price.



CBI competes with a number of small manufacturers and divisions of larger

companies primarily on the basis of reputation, product quality, diversity of

products and price.



Advanced Technologies



In its contract research and development business, the Company not only competes

with other companies and institutions that perform similar services, but must

also rely on the ability of government agencies and other clients to obtain

allocations of research and development monies to fund contracts with the

Company. The Company competes for its research and development programs

principally on the basis of technical innovations. As government funding becomes

more scarce, particularly for defense projects, the competition for such funding

will become more intense. In addition, as the Company's programs move from the

development stage to commercialization, competition is expected to intensify.



There are a number of competing technologies for instruments that detect

explosives and narcotics, including makers of other chemical-detection

instruments as well as enhanced X-ray detectors. Competition in this area is

primarily based on performance and, to a lesser extent, price. Since use of the

Company's explosives-detection instruments has not been mandated by the U.S.

Federal Aviation Administration (FAA), most of the Company's sales of

explosives-detection equipment are overseas. The Company believes that the

manufacturers, if any, whose devices are required to be used by the FAA will

have a substantial competitive advantage in the United States. The Company's

product quality assurance systems compete with chemical-detection systems

manufactured by several companies and with other technologies and processes for

quality assurance. Competition in the markets for all of the Company's detection

                                       16

products is based primarily on performance and, to a lesser extent, price.



The Company estimates that there are between 10 and 20 companies that compete in

each of the markets for pulsed electromagnetic interference test equipment,

component reliability test equipment, and high-voltage power conversion systems

of the general type manufactured and marketed by the Company. Competition is

principally on the basis of reputation, technical expertise, and product

performance.



     (xi) Research and Development



During 1993, 1992, and 1991, the Company expended $79,378,000, $58,101,000, and

$47,367,000, respectively, on research and development. Of these amounts,

$20,435,000, $19,426,000, and $21,196,000 were sponsored by customers and

$58,943,000, $38,675,000, and $26,171,000 were Company-sponsored. Approximately

640 professional employees were engaged full-time in research and development

activities at January 1, 1994.



     (xii) Environmental Protection Regulations



The Company believes that compliance with federal, state, and local

environmental protection regulations will not have a material adverse effect on

its capital expenditures, earnings, or competitive position.



     (xiii) Number of Employees



At January 1, 1994, the Company employed approximately 8,800 persons.



(d)  Financial Information about Exports by Domestic Operations and about

     Foreign Operations



Financial information about exports by domestic operations and about foreign

operations is summarized in Note 12 in the Registrant's 1993 Annual Report to

Shareholders and is incorporated herein by reference.



(e)  Executive Officers of the Registrant



                              Present Title (Year First

Name                      Age Became Executive Officer)

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

George N. Hatsopoulos (1) 67  Chairman of the Board, President,

                              Chief Executive Officer, and

                              Director (1956)

John N. Hatsopoulos (1)   59  Executive Vice President and Chief

                              Financial Officer (1968)

Robert C. Howard          63  Executive Vice President (1968)

Peter G. Pantazelos       63  Executive Vice President (1968)

Arvin H. Smith            64  Executive Vice President (1983)

William A. Rainville      52  Senior Vice President (1993)

Paul F. Kelleher          51  Vice President, Finance (1982)



(1) George N. Hatsopoulos and John N. Hatsopoulos are brothers.



Each executive officer serves until his successor is chosen or appointed and

qualified or until earlier resignation, death, or removal. All executive

officers have held comparable positions with the Company for at least the last

five years.



                                       17

Item 2.   Properties



The location and general character of the Company's principal properties by

industry segment as of January 1, 1994, are as follows:



Instruments



The Company owns approximately 697,000 square feet of office, engineering,

laboratory, and production space, principally in California, Colorado, Florida,

New Mexico, Wisconsin, Germany, and England, and leases approximately 694,000

square feet of office, engineering, laboratory, and production space principally

in California, Connecticut, Massachusetts, Wisconsin, Germany, and Japan, under

leases expiring from 1994 to 2017.



Alternative-energy Systems



The Company owns approximately 413,000 square feet of office, engineering, and

production space in Pennsylvania and England, and leases approximately 208,000

square feet of office, engineering, laboratory, and production space principally

in Massachusetts and Michigan, under leases expiring from 1994 to 2005.



The Company operates four alternative-energy power plants in California, Maine,

and New Hampshire, under leases expiring from 2003 to 2009. The Company owns

three alternative-energy power plants in New Hampshire and California and a

waste-recycling facility in California.



Process Equipment



The Company owns approximately 1,153,000 square feet of office, laboratory, and

production space, principally in Connecticut, Massachusetts, New York, Canada,

England, France, and Mexico, and leases approximately 471,000 square feet of

office, engineering, and production space principally in Georgia, Michigan, and

Wisconsin, under leases expiring from 1994 to 2000.



Biomedical Products



The Company owns approximately 96,000 square feet of office and production space

in Connecticut and New Jersey, and leases approximately 286,000 square feet of

office, engineering, laboratory, and production space in Illinois,

Massachusetts, New Jersey, and Texas, under leases expiring from 1995 to 2003.



Services



The Company owns approximately 1,855,000 square feet of office, laboratory, and

production space, principally in California, Florida, Minnesota, Oregon, South

Carolina, and the Netherlands, and leases approximately 782,000 square feet of

office, engineering, laboratory, and production space principally in Arizona,

California, Massachusetts, New Jersey, New Mexico, and South Carolina, under

leases expiring from 1994 to 2008.



Advanced Technologies and Corporate Headquarters



The Company owns approximately 126,000 square feet of office space in

Massachusetts and New York and leases approximately 231,000 square feet of

office, engineering, and laboratory space principally in California,

Massachusetts, and the Netherlands, under leases expiring from 1994 to 2003.

                                       18

The Company believes that its facilities are in good condition and are suitable

and adequate to meet its current needs, and that suitable replacements are

available on commercially reasonable terms for any leases which expire in 1994

in the event that the Company is unable to renew such leases on reasonable

terms.





Item 3.   Legal Proceedings



The Company participates in the operation of the Dade County Downtown Government

Center cogeneration facility in Miami, Florida, through a 50/50 joint venture of

subsidiaries of the Company and Rolls-Royce, Inc. The joint venture sells

electricity to Metropolitan Dade County (the County) pursuant to an energy

purchase contract signed in 1983. Because the demand for power and chilled water

at the Government Center complex has been substantially less than anticipated

since the plant's startup in 1987, and because the Company believes the County

has breached its contractual obligations with respect to the use of power at

County facilities outside the Government Center (affecting plant efficiency),

the joint venture has experienced continuing losses. The joint venture sells

over half of its actual output to the County and the balance to Florida Power

and Light (the local utility). On April 13, 1992, the joint venture re-filed a

lawsuit against the County (originally brought in 1988) in the Circuit Court of

the Eleventh Judicial Circuit, Dade County, Florida, seeking in excess of $60

million in damages and alleging that the County was in breach of the energy

purchase contract and had misrepresented its demand for electrical power. The

County has asserted counterclaims in excess of $28 million against the joint

venture, the Company, and Rolls-Royce, alleging, among other things, failure to

properly maintain and operate the facility and to use its best efforts to

maximize use of the facility's output. The County has also asserted that the

joint venture is responsible for local property taxes on the project, totaling

approximately $10.5 million to date, which the joint venture disputes. On May

18, 1993, the County filed a petition with the Florida Public Service

Commission, asserting that the joint venture was engaged in the retail sale of

electricity without complying with the rules governing public utilities. The

County has filed a similar motion in the state court case alleging that the

contract was illegal. Trial of the state court action has been delayed while the

County and the joint venture attempt to settle the dispute.



On May 28, 1993, the County brought a parallel proceeding before the Federal

Energy Regulatory Commission (FERC) seeking to terminate the project's

qualifying facility status under the Public Utility Regulatory Policies Act of

1978 (PURPA) for failure to meet certain required efficiency standards at

various times from 1987 to the present (PURPA generally obligates utilities,

such as Florida Power and Light, to purchase electricity from qualifying

facilities at the utilities' avoided cost and exempts qualifying facilities from

various Federal and state regulations, such as the Federal Power Act (FPA).) The

Company believes the project currently meets the efficiency standards and

therefore currently has qualifying facility status. However, on October 21,

1993, FERC issued an order finding that, although the project met the efficiency

standards for 1992, the project did not meet such standards from 1987 through

1991. FERC denied the joint venture's request for a waiver of the efficiency

standards for that period and also directed the joint venture to show cause why

FERC should not find that the joint venture was a public utility for FPA

purposes during that period. If the joint venture is retroactively deemed a

public utility under FPA, FERC could impose refund liabilities and other

penalties to the extent FERC does not find either that the joint venture

complied with relevant FERC regulations or that the regulations should be

waived. The joint venture has been granted a rehearing of the FERC decision and

has asserted various grounds for reversal. The joint venture is also entitled to

appeal FERC's final decision, if necessary. In the rehearing, the County and

                                       19

Florida Power and Light argued before FERC that the project did not meet the

efficiency standards for 1992. The County is also using FERC's decision in an

attempt to have the state court declare the energy purchase contract illegal

under Federal law.



The joint venture leases its generating equipment from Florida Energy Partners

Limited Partnership (FEP). If the energy purchase contract were to be held

illegal, FEP could declare a default by the joint venture under the lease with

FEP, and the County could be released from its obligation to buy electricity

from the joint venture. In the lease, the joint venture also covenanted that the

project would maintain PURPA qualifying facility status. If the joint venture is

deemed to have breached this covenant, FEP could declare a default under the

lease. In the event of a default under the lease, among other things, FEP could

seek to sell or re-lease the equipment and the Company generally would be liable

for one-half of any deficiency between (a) in the event of a sale, approximately

$54 million and the amount realized from the sale or (b) in the case of

re-lease, one-half of the difference between the present value of future rental

and prepayment penalty under the lease (approximately $42 million) and the

present value of a fair rental value to be collected from a new tenant.



The joint venture's revenues and net losses for (a) the year ended

January 1, 1994 were $5.0 million and $12.5 million, respectively (exclusive of

a $15.0 million reserve the Company recorded in 1993 in connection with this

project) and (b) the cumulative period 1987 through 1991 were $26.3 million and

$23.0 million, respectively. The Company reports its interest in the joint

venture's results of operations using the equity method of accounting. Under

this method, the Company records 50% of the joint venture's loss, but does not

report as revenues any of the joint venture's revenues.



On or about September 8, 1993, the Connecticut Department of Environmental

Protection (DEP) served pretrial memoranda in the action captioned "Timothy R.E.

Keeney, Commissioner of Environmental Protection vs. Napco, Inc.," in Hartford

County (Connecticut) Superior Court, seeking civil penalties from the Company's

Napco, Inc. subsidiary for alleged violations of state law relating primarily to

labeling and storage of on-site containers allegedly containing hazardous

materials, and related record-keeping matters. The allegations do not involve

damage to the environment. The DEP seeks to have the court impose civil

penalties of up to $25,000 per day per violation, allegedly totaling several

million dollars. Napco, Inc. has denied the DEP's allegations, and is defending

the case vigorously and asserting all available defenses. The Company believes

that any settlement of this matter by its subsidiary will not have a material

adverse effect on the Company.



Certain subsidiaries of the Company, including those recently acquired by the

Company, have been notified that the U.S. Environmental Protection Agency (EPA)

has determined that a release or a substantial threat of a release of a

hazardous substance, as defined in the Comprehensive Environmental Response

Compensation and Liability Act of 1980 (CERCLA or the Superfund law), occurred

at sites to which chemical or other wastes generated by the manufacturing

operations of these companies may have been sent. These notifications generally

also allege that these companies may be potentially responsible parties with

respect to the remedial actions needed to control or clean up any such releases.

Under CERCLA, responsible parties can include current and previous owners of the

site, generators of hazardous substances disposed of at the site, and

transporters of hazardous substances to the site. Each responsible party can be

jointly and severally liable, without regard to fault or negligence, for all

costs associated with site remediation. In each instance the Company believes

that its subsidiary is one of several companies that received such notification

and who may likewise be held liable for any such remedial costs.

                                       20

The Company is also involved in situations under state environmental laws with

respect to certain other sites where remediation may be required. The Company is

conducting investigative or remediation activities at these sites pursuant to

arrangements with state environmental agencies.



The Company evaluates its potential liability as a responsible party for these

environmental matters on an ongoing basis subject to factors such as the

estimated remediation costs, the nature and duration of the Company's

involvement with the site, the financial strength of other potentially

responsible parties, and the availability of indemnification from previous

owners of acquired businesses. Estimated liabilities are accrued in accordance

with Statement of Financial Accounting Standards No. 5, "Accounting for

Contingencies." To date, the Company has not incurred any significant liability

with respect to any of these sites and anticipates that future liabilities

related to sites where the Company is currently a potentially responsible party

or is otherwise conducting investigative or remediation activities, will not

have a material adverse effect on its business, results of operations, or

financial position.





Item 4.   Submission of Matters to a Vote of Security Holders



Not applicable.



                                    PART II





Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters



Information concerning the market and market price for the Registrant's Common

Stock, $1.00 par value, and related matters, is included under the sections

labeled "Common Stock Market Information" and "Dividend Policy" in the

Registrant's 1993 Annual Report to Shareholders and is incorporated herein by

reference.



Item 6.   Selected Financial Data



The information required under this item is included under the sections "Ten

Year Financial Summary" and "Dividend Policy" in the Registrant's 1993 Annual

Report to Shareholders and is incorporated herein by reference.



Item 7.   Management's Discussion and Analysis of Financial Condition and

          Results of Operations



The information required under this item is included under the heading

"Management's Discussion and Analysis of Financial Condition and Results of

Operations" in the Registrant's 1993 Annual Report to Shareholders and is

incorporated herein by reference.



Item 8.   Financial Statements and Supplementary Data



The Registrant's Consolidated Financial Statements as of January 1, 1994, are

included in the Registrant's 1993 Annual Report to Shareholders and are

incorporated herein by reference.



Item 9.   Changes in and Disagreements with Accountants on Accounting and

          Financial Disclosures



Not Applicable.

                                       21

                                    PART III







Item 10.  Directors and Executive Officers of the Registrant



The information concerning Directors required under this item is incorporated

herein by reference from the material contained under the caption "Election of

Directors" in the Registrant's definitive proxy statement to be filed with the

Securities and Exchange Commission pursuant to Regulation 14A, not later than

120 days after the close of the fiscal year. The information concerning

delinquent filers pursuant to Item 405 of Regulation S-K is incorporated herein

by reference from the material contained under the heading "Disclosure of

Certain Late Filings" under the caption "Stock Ownership" in the Registrant's

definitive proxy statement to be filed with the Securities and Exchange

Commission pursuant to Regulation 14A, not later than 120 days after the close

of the fiscal year.





Item 11.  Executive Compensation



The information required under this item is incorporated herein by reference

from the material contained under the caption "Executive Compensation" in the

Registrant's definitive proxy statement to be filed with the Securities and

Exchange Commission pursuant to Regulation 14A, not later than 120 days after

the close of the fiscal year.





Item 12.  Security Ownership of Certain Beneficial Owners and Management



The information required under this item is incorporated herein by reference

from the material contained under the caption "Stock Ownership" in the

Registrant's definitive proxy statement to be filed with the Securities and

Exchange Commission pursuant to Regulation 14A, not later than 120 days after

the close of the fiscal year.





Item 13.  Certain Relationships and Related Transactions



The information required under this item is incorporated herein by reference

from the material contained under the caption "Relationship with Affiliates" in

the Registrant's definitive proxy statement to be filed with the Securities and

Exchange Commission pursuant to Regulation 14A, not later than 120 days after

the close of the fiscal year.

                                       22

                                    PART IV







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



(a), (d) Financial Statements and Schedules



       (1) The financial statements set forth in the list below are filed as

           part of this Report.



       (2) The financial statement schedules set forth in the list below are

           filed as part of this Report.



       (3) Exhibits filed herewith or incorporated herein by reference are set

           forth in Item 14(c) below.



       List of Financial Statements and Schedules Referenced in this Item 14



       Information incorporated by reference from Exhibit 13 filed herewith:



           Consolidated Statement of Income

           Consolidated Balance Sheet

           Consolidated Statement of Cash Flows

           Consolidated Statement of Shareholders' Investment

           Notes to Consolidated Financial Statements

           Report of Independent Public Accountants



       Certain Financial Schedules included herewith:



       Schedule I:     Marketable Securities Short- and Long-term

       Schedule II:    Amounts Receivable From Related Parties and

                       Underwriters, Promoters, and Employees Other Than

                       Related Parties

       Schedule VIII:  Valuation and Qualifying Accounts

       Schedule IX:    Short-term Borrowings

       Schedule X:     Supplemental Income Statement Information



       All other schedules are omitted because they are not applicable or not

       required, or because the required information is shown either in the

       financial statements or in the notes thereto.



(b)  Reports on Form 8-K



During the Company's fiscal quarter ended January 1, 1994, the Company was not

required to file, and did not file, any Current Report on Form 8-K.



(c)  Exhibits



See Exhibit Index on the page immediately preceding exhibits.

                                       23

                                   SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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.



Date: March 9, 1994



                                    THERMO ELECTRON CORPORATION





                                    By: George N. Hatsopoulos

                                        George N. Hatsopoulos

                                        President and Chief Executive

                                        Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report

has been signed below by the following persons on behalf of the Registrant and

in the capacities indicated, as of March 9, 1994.



  Signature                      Title

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



By: George N. Hatsopoulos        President, Chief Executive Officer,

    George N. Hatsopoulos        Chairman of the Board and Director



By: John N. Hatsopoulos          Executive Vice President and Chief

    John N. Hatsopoulos          Financial Officer



By: Paul F. Kelleher             Vice President, Finance

    Paul F. Kelleher             (Chief Accounting officer)



By: John M. Albertine            Director

    John M. Albertine



By: Peter O. Crisp               Director

    Peter O. Crisp



By: Elias P. Gyftopoulos         Director

    Elias P. Gyftopoulos



By: Frank Jungers                Director

    Frank Jungers



By: Robert A. McCabe             Director

    Robert A. McCabe



By: Frank E. Morris              Director

    Frank E. Morris



By: Donald E. Noble              Director

    Donald E. Noble



By: Hutham S. Olayan             Director

    Hutham S. Olayan



By:                              Director

    Roger D. Wellington



                                       24

                    Report of Independent Public Accountants

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





To the Shareholders and Board of Directors of

Thermo Electron Corporation:





We have audited in accordance with generally accepted auditing standards, the

consolidated financial statements included in Thermo Electron Corporation's

Annual Report to Shareholders incorporated by reference in this Form 10-K, and

have issued our report thereon dated February 17, 1994. Our audits were made for

the purpose of forming an opinion on those statements taken as a whole. The

schedules listed in Item 14 on page 23 are the responsibility of the Company's

management and are presented for purposes of complying with the Securities and

Exchange Commission's rules and are not part of the basic consolidated financial

statements. These schedules have been subjected to the auditing procedures

applied in the audits of the basic consolidated financial statements and, in our

opinion, fairly state in all material respects the financial data required to be

set forth therein in relation to the basic consolidated financial statements

taken as a whole.









                                               Arthur Andersen & Co.





Boston, Massachusetts

February 17, 1994



















































                                       25

SCHEDULE I





                          Thermo Electron Corporation



                   Marketable Securities Short- and Long-term

                                 (In thousands)

                                January 1, 1994



                                                                  Amount

                                                        Market   Carried

                                                 Cost    Value        in

Name of Issuer and Title of       Principal   of Each  of Each   Balance

Each Issue                           Amount  Issue(a)    Issue  Sheet(a)

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

Corporate Notes:



 ACM Managed Income Fund           $  4,900  $  4,899 $  4,900  $  4,900

 Alexander Haagen Properties Inc.     2,000     2,000    2,000     2,000

 American Express Corporation         1,000     1,069    1,076     1,000

 Anagram Funding Corp.                5,000     5,000    5,000     5,000

 Bankers Trust New York Corp.         5,000     5,000    5,000     5,000

 Bear Stearns Companies Inc.          6,000     6,039    6,032     6,000

 British Petroleum North America      4,500     4,609    4,604     4,500

 Broken Hill Properties 

  Operations Inc.                    10,000    10,000   10,000    10,000

 Caterpillar Financial Services Inc.  8,000     8,017    8,014     8,000

 Chrysler Financial Corp.             9,000     9,062    9,129     9,000

 Chubb Capital Corp.                  5,100     5,100    5,100     5,100

 Coca-Cola Enterprises Inc.             800       800      818       800

 Dean Witter Discover & Co.           5,000     5,000    5,000     5,000

 Dow Chemical Corp.                  10,000    10,000   10,000    10,000

 Eastman Kodak Corporation            6,000     2,785    2,753     6,000

 First Australia Prime Income Fund   15,000    15,000   15,000    15,000

 Ford Motor Credit Company           10,000    10,000   10,013    10,000

 Freeport McMoran Inc.                2,000     2,000    1,990     2,000

 General Electric Capital             

  Corporation                         7,225     7,446    7,583     7,225

 General Motors Acceptance 

  Corporation                        19,590    20,033   20,072    19,590

 Halliburton Co.                      6,000     2,651    2,925     6,000

 IBM Corporation                      7,000     7,000    6,983     7,000

 Kimberly-Clark Corp.                 2,775     3,126    2,970     2,775

 MCI Communications Corp.             3,000     3,019    3,012     3,000

 Meditrust                            4,200     4,577    4,537     4,200

 Merrill Lynch & Co.                  7,000     7,174    7,158     7,000

 National Health Investors Inc.       5,000     5,095    5,000     5,000

 Pepsi Corporation                    5,000     5,267    5,260     5,000

 Pfizer Inc.                          1,200     1,200    1,200     1,200

 Pioneer International Hong          

  Kong Ltd.                           5,000     5,000    5,000     5,000

 Pitney Bowes Inc.                    1,350     1,432    1,406     1,350

 RJR Nabisco Inc.                     4,000     4,482    4,378     4,000

 Safeway Stores Inc.                  2,000     1,995    2,044     2,000

 Seven World Trade Finance Inc.       5,000     5,000    5,000     5,000

 Shearson Lehman Hutton Inc.          1,000     1,039    1,150     1,000

 Sizeler Property Investors           1,000     1,000    1,000     1,000

 Southwestern Bell Capital 

  Corporation                      $  2,000  $  2,085 $  2,129  $  2,000



                                       26

                                                                  Amount

                                                        Market   Carried

                                                 Cost    Value        in

Name of Issuer and Title of       Principal   of Each  of Each   Balance

Each Issue                           Amount  Issue(a)    Issue  Sheet(a)

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

 

 Texaco Capital Inc.               $  2,000  $  2,057 $  2,073  $  2,000

 The Limited Inc.                     7,200     7,200    7,200     7,200

 Time Warner Inc.                     2,000     2,069    2,095     2,000

 Union Bank of Finland                2,000     2,034    2,045     2,000

 USX Corporation                      4,000     1,420    1,640     4,000

 Waste Management Inc.                3,500     3,526    3,679     3,500

 Xerox Corporation                    1,870     1,906    1,911     1,870

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

                                    221,210   215,213  215,879   221,210

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



Commercial Paper:



 Allianz of America Finance Corp.     5,000     4,911    5,000     5,000

 American International Group       

  Funding                            10,000     9,996   10,000    10,000

 Bank of New York                    10,000     9,985   10,000    10,000

 Baxter International                 5,000     4,971    5,000     5,000

 Conagra Inc.                         5,000     4,984    5,000     5,000

 Daimler Benz North America Corp.    10,000     9,991   10,000    10,000

 GTE Corporation                      5,000     4,978    5,000     5,000

 Merrill Lynch & Co.                  5,000     4,975    5,000     5,000

 R.R. Donnelley & Sons               10,000     9,996   10,000    10,000

 Time Warner Inc.                     5,000     4,971    5,000     5,000

 Xerox Credit Corp.                   5,000     4,990    5,000     5,000

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

                                     75,000    74,748   75,000    75,000

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

Money Market Preferred Stock:



 Bank America Corporation             1,000     1,187    1,100     1,000

 Duff & Phelps Selected           

  Utilities                           5,000     5,000    5,000     5,000

 Elf Acquitaine Finance USA           7,500     7,500    7,500     7,500

 Ford Holdings Inc.                   5,900     5,925    5,934     5,900

 Lasalle National Corp.               1,000     1,000    1,000     1,000

 Lasmo Funding Corp.                  5,000     5,000    5,000     5,000

 Rhone Poulenc Equity

  Development Inc.                    5,000     5,000    5,000     5,000

 Select Asset Funding                10,400    10,400   10,400    10,400

 Texaco Inc.                         10,750    10,804   10,763    10,750

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

                                     51,550    51,816   51,697    51,550

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

U.S. Government and Agencies:



 Federal Home Loan Bank             18,000     18,080   18,181    18,000

 Federal Farm Credit                 8,000      9,513    9,689     8,000

 Federal Home Loan Mortgage Corp.    9,675      9,881    9,769     9,675

 Federal National Mortgage 

  Association                     $ 44,000   $ 45,159 $ 45,260  $ 44,000

                                       

                                       27

                                                                  Amount

                                                        Market   Carried

                                                 Cost    Value        in

Name of Issuer and Title of       Principal   of Each  of Each   Balance

Each Issue                           Amount  Issue(a)    Issue  Sheet(a)

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



 Student Loan Marketing          

  Association                      $  2,000  $  2,015 $  2,015  $  2,000

 Overseas Private Investment Corp.    2,800     2,800    2,800     2,800

 U.S. Treasury                        7,000     6,919    7,098     7,000

 CMO Agency Fund                     20,903    20,903   21,162    20,903

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

                                    112,378   115,270  115,974   112,378

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

Tax-exempt Securities:



 Chicago Illinois School

  Finance Authority                   2,000     2,195    2,191     2,000

 Intercapital Insured Trust           3,050     3,050    3,050     3,050

 Intermountain Power Agency, Utah     2,000     2,206    2,196     2,000

 La Grange, Georgia                   1,330     1,483    1,370     1,330

 Metro Atlantic Rapid Trust           1,000     1,098    1,097     1,000

 Muniyield Fund Inc.                  5,300     5,300    5,300     5,300

 Muniyield New Jersey                 8,000     7,991    8,002     8,000

 Muniyield Quality IIC Inc.           5,000     4,997    5,005     5,000

 Nuveen Insured Municipal         

  Fund Inc.                           3,500     3,567    3,553     3,500

 Nuveen Premier Income Fund           5,000     5,000    5,000     5,000

 Nuveen Performance Plus Fund         3,000     3,000    3,003     3,000

 Nuveen Quality Municipal Fund        3,300     3,307    3,332     3,300

 Nuveen Municipal Advantage Fund      1,500     1,497    1,509     1,500

 Nuveen California Quality Fund       1,700     1,694    1,709     1,700

 Van Kempen Municipal Trust           4,500     4,493    4,534     4,500

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

                                     50,180    50,878   50,851    50,180

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

Asset-backed Securities:



 FHLMC-1232 Class B                   5,000     4,939    5,034     5,000

 FHLMC-1237 Series D                  5,000     4,894    5,003     5,000

 First Chicago Trust Series 93F       7,000     7,016    7,009     7,000

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

                                     17,000    16,849   17,046    17,000

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

Other:



 Common Stock                        12,907    12,907   12,730    12,556

 Bank Time Deposit                   30,875    30,875   30,875    30,875

 Whole Loan Repurchase Agreement     25,000    25,000   25,000    25,000

 Government Money Market Cash       127,972   127,972  127,972   127,972

 Money Market Cash                   11,461    11,461   11,461    11,461

 Cash in Bank Accounts               39,811    39,811   39,811    39,811

 Other                             $  3,106  $  3,106 $  3,106  $  3,106

  

                                       28

                                                                  Amount

                                                        Market   Carried

                                                 Cost    Value        in

Name of Issuer and Title of       Principal   of Each  of Each   Balance

Each Issue                           Amount  Issue(a)    Issue  Sheet(a)

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



 Accrued Interest                  $  3,996  $  3,996 $  3,996  $  3,996

 Accrued Discount/Surplus                 -         -        -    (4,171)

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

                                    255,128   255,128  254,951   250,606

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

Total Cash, Cash Equivalents,

 Short- and Long-term

 Investments, and 

 Restricted Funds                  $782,446  $779,902 $781,398  $777,924

                                   ========  ======== ========  ========



(a)  The cost of certain securities exceeds the amount carried on

     the balance sheet due to the purchase of these securities at

     a premium. "Accrued discount/surplus" represents the

     unamortized discount/premium as of January 1, 1994.

 

 

 

 

 

 

























































                                       29

SCHEDULE II





                          Thermo Electron Corporation



                  Amounts Receivable From Related Parties and 

                     Underwriters, Promoters, and Employees

                           Other Than Related Parties

                                 (In thousands)





                                       

                                      Balance,                        Balance,  

                                     Beginning                          End of

Year Ended         Name of Debtor(a)   of Year   Additions  Deductions    Year

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



January 1, 1994    Kenneth L. Wood      $  775      $  450      $    -  $1,225

                   Kenneth L. Wood      $  588      $    -      $    -  $  588



January 2, 1993    Kenneth L. Wood      $    -      $  775      $    -  $  775

                   Kenneth L. Wood      $  588      $    -      $    -  $  588



December 28, 1991  Kenneth L. Wood      $  588      $    -      $    -  $  588



(a)  The $588,000 represents a noninterest bearing note receivable which is

     payable to the Company's Thermo Process Systems Inc. subsidiary on

     April 14, 1994. This amount is included in "Accounts receivable" in

     the Consolidated Financial Statements included in the Registrant's 1993

     Annual Report to Shareholders. The $1,225,000 represents a note 

     receivable which bears interest at the Broker Call Rate, minus 25 basis 

     points, and is payable to the Company on September 18, 1995. This note 

     is included in "Other Assets" in the Consolidated Financial Statements 

     included in the Registrant's 1993 Annual Report to Shareholders. These

     notes were secured by a pledge of Thermo Process common stock and were

     repaid in full in January 1994. As of January 1, 1994, Kenneth L. Wood

     was an employee of Thermo Process.







































                                       30

SCHEDULE VIII





                          Thermo Electron Corporation



                       Valuation and Qualifying Accounts

                                 (In thousands)



                           Year Ended January 1, 1994







                              

                                 Charged                            

                     Balance,         to                    Accounts  Balance, 

                    Beginning  Costs and           Accounts  Written       End

Description           of Year   Expenses Other(a) Recovered      Off   of Year

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



Allowance for 

 Doubtful accounts    $11,341      2,675   1,532      1,961   (3,380)  $14,129

==============================================================================

   

                           Year Ended January 2, 1993









                                 Charged                            

                     Balance,         to                    Accounts  Balance, 

                    Beginning  Costs and           Accounts  Written       End

Description           of Year   Expenses Other(a) Recovered      Off   of Year

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



Allowance for 

 Doubtful accounts    $10,865      2,021   1,760        144   (3,449)  $11,341

==============================================================================



                          Year Ended December 28, 1991









                                 Charged                            

                     Balance,         to                    Accounts  Balance, 

                    Beginning  Costs and           Accounts  Written       End

Description           of Year   Expenses Other(a) Recovered      Off   of Year

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



Allowance for

 Doubtful accounts    $10,894      3,020      71        173   (3,293)  $10,865

==============================================================================



(a)  Allowances of businesses acquired during the year as

     described in Note 2 to Consolidated Statements in the

     Registrant's 1993 Annual Report to Shareholders.





                                       31

SCHEDULE IX





                          Thermo Electron Corporation



                             Short-term Borrowings

                       (In thousands except percentages)





                              At Year-end            During the Year

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

                                   Weighted                          Weighted

                                    Average     Highest  Average of   Average

                  Category         Interest Quarter-end Quarter-end  Interest

Year Ended           (a)   Balance     Rate     Balance    Balances  Rate (b)

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

                                                

January 1, 1994     Bank   $45,851     6.2%     $45,851     $30,047      6.5%

January 2, 1993     Bank   $22,034     7.6%     $22,034     $13,341      9.5%

December 28, 1991   Bank   $ 4,904     8.6%     $ 6,750     $ 5,477     10.2%







(a)  This schedule does not include current maturities of

     long-term obligations.



(b)  Calculations are based on the average daily interest rates in

     effect during the periods the loans were outstanding.



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





SCHEDULE X





                          Thermo Electron Corporation



                   Supplemental Income Statement Information

                                 (In thousands)

         



                                             Year Ended

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

                          January 1, 1994  January 2, 1993  December 28, 1991

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

Maintenance and Repairs           $19,715          $14,604            $10,327





















                                       32

Exhibit

Number    Description of Exhibit                                  Page

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

  3.1     Restated Certificate of Incorporation of the

          Registrant, as amended (filed as Exhibit 4.1 to the

          Registrant's Registration Statement on Form S-3

          [Reg. No. 33-64324] and incorporated herein by

          reference).



  3.2     By-laws of the Registrant, as amended.



  4.1     Fiscal Agency Agreement dated July 29, 1992 between

          the Registrant and Chemical Bank, pertaining to the

          Registrant's 4 5/8% Senior Convertible Debentures

          due 1997 (filed as Exhibit 19 to the Registrant's

          Quarterly Report on Form 10-Q for the quarter ended

          June 27, 1992 [File No. 1-8002] and incorporated

          herein by reference).



          The Registrant agrees, pursuant to Item

          601(b)(4)(iii)(A) of Regulation S-K, to furnish to

          the Commission upon request, a copy of each

          instrument with respect to other long-term debt of

          the Registrant or its consolidated subsidiaries.



  4.2     Rights Agreement dated as of May 4, 1988 between the

          Registrant and The First National Bank of Boston,

          which includes as Exhibit A the Form of Certificate

          of Designations, as Exhibit B the Form of Rights

          Certificate, and as Exhibit C the Summary of Rights

          to Purchase Preferred Stock (filed as Exhibit 1 to

          the Registrant's Registration Statement on Form 8-A,

          declared effective by the Commission on June 25,

          1988 [File No. 1-8002] and incorporated herein by

          reference).



 10.1     Thermo Electron Corporate Charter as amended and

          restated effective January 3, 1993 (filed as

          Exhibit 10.1 to the Registrant's Annual Report on

          Form 10-K for the fiscal year ended January 2, 1993

          [File No. 1-8002] and incorporated herein by

          reference).



 10.2     Form of Severance Benefit Agreement with officers

          (filed as Exhibit 10.15 to the Registrant's Annual

          Report on Form 10-K for the fiscal year ended

          December 29, 1990 [File No. 1-8002] and incorporated

          herein by reference).



 10.3     Form of Indemnification Agreement with directors and

          officers (filed as Exhibit 10.16 to the Registrant's

          Annual Report on Form 10-K for the fiscal year ended

          December 29, 1990 [File No. 1-8002] and incorporated

          herein by reference).







                                       33

 10.4     Loan and Reimbursement Agreement dated as of

          December 1, 1991 among North County Resource

          Recovery Associates; Union Bank of Switzerland;

          National Westminster Bank PLC and Banque Paribas,

          New York Branch, as lead managers; Credit Local de

          France as co-lead manager; and Union Bank of

          Switzerland as issuing bank and as agent (filed as

          Exhibit 10.39 to the Registrant's Annual Report on

          Form 10-K for the fiscal year ended January 2, 1993

          [File No. 1-8002] and incorporated herein by

          reference).



 10.5     Amended and Restated Reimbursement Agreement dated

          as of December 31, 1993 among Chemical Trust Company

          of California as Owner Trustee; Delano Energy

          Company Inc.; ABN AMRO Bank N.V., Boston Branch, for

          itself and as Agent; The First National Bank of

          Boston, as Co-agent; Barclays Bank PLC, as Co-agent;

          Societe Generale, as Co-agent; and BayBank, as Lead

          Manager.



 10.6     Amended and Restated Participation Agreement dated

          as of December 31, 1991 among Delano Energy Company

          Inc.; Thermo Energy Systems Corporation; Chemical

          Trust Company of California, as Owner Trustee; ABN

          AMRO Bank N.V., Boston Branch, as Co-agent; Bank of

          Montreal, as Co-agent; Barclays Bank PLC, as

          Co-agent; Society Generale, as Co-agent; BayBank, as

          Lead Manager; and ABN AMRO Bank N.V., Cayman Island

          Branch, and joined in by the Registrant.



 10.7     Asset and Stock Purchase Agreement dated January 14,

          1993 among Thermo Instrument Systems Inc.,

          Spectra-Physics Analytical, Inc. and

          Spectra-Physics, Inc. (filed as Exhibit 10(j) to the

          Annual Report on Form 10-K of Thermo Instrument

          Systems Inc. for the year ended January 2, 1993

          [File No. 1-9786] and incorporated herein by

          reference).



 10.8-

 10.20    Reserved



 10.21    Incentive Stock Option Plan of the Registrant (filed

          as Exhibit 4(d) to the Registrant's Registration

          Statement on Form S-8 [Reg. No. 33-8993] and

          incorporated herein by reference). (Maximum number

          of shares issuable is 6,023,437 shares, after

          adjustment to reflect share increases approved in

          1984 and 1986, and share decrease approved in 1989,

          and 3-for-2 stock splits effected in October 1986

          and October 1993).













                                       34

 10.22    Nonqualified Stock Option Plan of the Registrant

          (filed as Exhibit 4(e) to the Registrant's

          Registration Statement on Form S-8 [Reg. No.

          33-8993] and incorporated herein by reference).

          (Plan amended in 1984 to extend expiration date to

          December 14, 1994; maximum number of shares issuable

          is 6,023,437 shares, after adjustment to reflect

          share increases approved in 1984 and 1986, and share

          decrease approved in 1989, and 3-for-2 stock splits

          effected in October 1986 and October 1993).



 10.23    Deferred Compensation for Directors of the

          Registrant (filed as Exhibit 10.5 to the

          Registrant's Annual Report on Form 10-K for the

          fiscal year ended January 3, 1987 [File No. 1-8002]

          and incorporated herein by reference). (Maximum

          number of shares issuable is 301,875 shares, after

          adjustment to reflect share increases approved in

          1986 and 1992 and 3-for-2 stock splits effected in

          October 1986 and October 1993).



 10.24    Equity Incentive Plan of the Registrant (filed as

          Exhibit A to the Registrant's Proxy Statement dated

          April 12, 1989 [File No. 1-8002] and incorporated

          herein by reference). (Plan amended in 1989 to

          restrict exercise price for SEC reporting persons to

          not less than 50% of fair market value or par value;

          maximum number of shares issuable is 2,700,000

          shares, after adjustment to reflect 3-for-2 stock

          split effected in October 1993).



 10.25    Directors' Stock Option Plan of the Registrant

          (filed as Appendix A to the Registrant's Proxy

          Statement dated April 14, 1993 [File No. 1-8002] and

          incorporated herein by reference). (Adjustments to

          reserved shares and formula grant to reflect stock

          split as follows: 300,000 shares of Thermo Electron

          Corporation reserved and option grant size is 1,500

          shares as a result of 3-for-2 stock split effected

          in October 1993).



 10.26    Thermo Electron Corporation - Thermedics Inc.

          Nonqualified Stock Option Plan (filed as Exhibit 4

          to a Registration Statement on Form S-8 of

          Thermedics Inc. [Reg. No. 2-93747] and incorporated

          herein by reference). (Maximum number of shares

          issuable is 450,000 shares, after adjustment to

          reflect share increase approved in 1988, 5-for-4

          stock split effected in January 1985, 4-for-3 stock

          split effected in September 1985, and 3-for-2 stock

          splits effected in October 1986 and November 1993).









                                       35

 10.27    Thermo Electron Corporation - Thermo Instrument

          Systems Inc. (formerly Thermo Environmental

          Corporation) Nonqualified Stock Option Plan (filed

          as Exhibit 4(c) to a Registration Statement on Form

          S-8 of Thermo Instrument Systems Inc. [Reg. No.

          33-8034] and incorporated herein by reference).

          (Maximum number of shares issuable is 225,000

          shares, after adjustment to reflect 3-for-2 stock

          split effected in July 1993).



 10.28    Thermo Electron Corporation - Thermo Instrument

          Systems Inc. Nonqualified Stock Option Plan (filed

          as Exhibit 10.12 to the Registrant's Annual Report

          on Form 10-K for the fiscal year ended January 3,

          1987 [File No. 1-8002] and incorporated herein by

          reference). (Maximum number of shares issuable is

          320,152 shares, after giving effect to share

          increase approved in 1988 and adjustment for 3-for-2

          stock splits effected in January 1988 and July

          1993).



 10.29    Thermo Electron Corporation - Thermo Process Systems

          Inc. Nonqualified Stock Option Plan (filed as

          Exhibit 10.13 to the Registrant's Annual Report on

          Form 10-K for the fiscal year ended January 3, 1987

          [File No. 1-8002] and incorporated herein by

          reference). (Maximum number of shares issuable is

          108,000 shares, after adjustment to reflect 6-for-5

          stock splits effected in July 1988 and March 1989,

          and 3-for-2 stock split effected in September 1989).



 10.30    Thermo Electron Corporation - Thermo Power

          Corporation (formerly Tecogen Inc.) Nonqualified

          Stock Option Plan (filed as Exhibit 10.14 to the

          Registrant's Annual Report on Form 10-K for the

          fiscal year ended January 3, 1987 [File No. 1-8002]

          and incorporated herein by reference).



 10.31    Thermo Electron Corporation - Thermo Cardiosystems

          Inc. Nonqualified Stock Option Plan (filed as

          Exhibit 10.11 to the Registrant's Annual Report on

          Form 10-K for the fiscal year ended December 29,

          1990 [File No. 1-8002] and incorporated herein by

          reference). (Maximum number of shares issuable is

          130,500 shares, after adjustment to reflect share

          increases approved in 1990 and 1992, 3-for-2 stock

          split effected in January 1990, 5-for-4 stock split

          effected in May 1990, and 2-for-1 stock split

          effected in November 1993).



 10.32    Thermo Electron Corporation - Thermo Energy Systems

          Corporation Nonqualified Stock Option Plan (filed as

          Exhibit 10.12 to the Registrant's Annual Report on

          Form 10-K for the fiscal year ended December 29,

          1990 [File No. 1-8002] and incorporated herein by

          reference).









                                       36

 10.33    Thermo Electron Corporation - ThermoTrex Corporation

          (formerly Thermo Electron Technologies Corporation)

          Nonqualified Stock Option Plan (filed as Exhibit

          10.13 to the Registrant's Annual Report on Form 10-K

          for the fiscal year ended December 29, 1990 [File

          No. 1-8002] and incorporated herein by reference).

          (Maximum number of shares issuable is 180,000

          shares, after adjustment to reflect 3-for-2 stock

          split effected in October 1993).



 10.34    Thermo Electron Corporation - Thermo Fibertek Inc.

          Nonqualified Stock Option Plan (filed as Exhibit

          10.14 to the Registrant's Annual Report on Form 10-K

          for the fiscal year ended December 28, 1991 [File

          No. 1-8002] and incorporated herein by reference).

          (Maximum number of shares issuable is 400,000

          shares, after adjustment to reflect 2-for-1 stock

          split effected in September 1992).



 10.35    Thermo Electron Corporation - Thermo Voltek Corp.

          (formerly Universal Voltronics Corp.) Nonqualified

          Stock Option Plan (filed as Exhibit 10.17 to the

          Registrant's Annual Report on Form 10-K for the

          fiscal year ended January 2, 1993 [File No. 1-8002]

          and incorporated herein by reference). (Maximum

          number of shares issuable is 37,500 shares, after

          adjustment to reflect 3-for-2 stock split effected

          in November 1993).



 10.36    Thermo Electron Corporation - Thermedics Detection

          Inc. Nonqualified Stock Option Plan (filed as

          Exhibit 10.20 to the Registrant's Annual Report on

          Form 10-K for the fiscal year ended January 2, 1993

          [File No. 1-8002] and incorporated herein by

          reference).



 10.37    Thermo Energy Systems Corporation Incentive Stock

          Option Plan (filed as Exhibit 10.18 to the

          Registrant's Annual Report on Form 10-K for the

          fiscal year ended January 2, 1993 [File No. 1-8002]

          (Maximum number number of shares issuable is 900,000

          shares, after adjustment to reflect share increase

          approved in December 1993).



 10.38    Thermo Energy Systems Corporation Nonqualified Stock

          Option Plan (filed as Exhibit 10.19 to the

          Registrant's Annual Report on Form 10-K for the

          fiscal year ended January 2, 1993 [File No. 1-8002]

          and incorporated herein by reference). (Maximum

          number of shares issuable is 900,000 shares, after

          giving effect to share increase approved in December

          1993).











                                      37

 10.39    Thermedics Inc. Nonqualified Stock Option Plan

          (filed as Exhibit 10(e) to Thermedics' Registration

          Statement on Form S-1 [Reg. No. 33-84380] and

          incorporated herein by reference). (Maximum number

          of shares issuable is 1,931,923 shares, after

          adjustment to reflect share increases approved in

          1986 and 1992, 5-for-4 stock split effected in

          January 1985, 4-for-3 stock split effected in

          September 1985, and 3-for-2 stock splits effected in

          October 1986 and November 1993).



 10.40    Thermedics Inc. Incentive Stock Option Plan (filed

          as Exhibit 10(d) to Thermedics' Registration

          Statement on Form S-1 [Reg. No. 33-84380] and

          incorporated herein by reference). (Maximum number

          of shares issuable is 1,931,923 shares, after

          adjustment to reflect share increases approved in

          1986 and 1992, 5-for-4 stock split effected in

          January 1985, 4-for-3 stock split effected in

          September 1985, and 3-for-2 stock splits effected in

          October 1986 and November 1993).



 10.41    Thermedics Inc. Equity Incentive Plan (filed as

          Appendix A to the Proxy Statement dated May 10, 1993

          of Thermedics Inc. [File No. 1-9567] and

          incorporated herein by reference). (Maximum number

          of shares issuable is 1,500,000 shares, after

          adjustment to reflect 3-for-2 stock split effected

          in November 1993).



 10.42    Thermo Cardiosystems Inc. Incentive Stock Option

          Plan (filed as Exhibit 10(f) to Thermo

          Cardiosystems' Registration Statement on Form S-1

          [Reg. No. 33-25144] and incorporated herein by

          reference). (Maximum number of shares issuable is

          1,143,750 shares, after adjustment to reflect share

          increase approved in 1992, 3-for-2 stock split

          effected in January 1990, 5-for-4 stock split

          effected in May 1990, and 2-for-1 stock split

          effected in November 1993).



 10.43    Thermo Cardiosystems Inc. Nonqualified Stock Option

          Plan (filed as Exhibit 10(g) to Thermo

          Cardiosystems' Registration Statement on Form S-1

          [Reg. No. 33-25144] and incorporated herein by

          reference). (Maximum number of shares issuable is

          1,143,750 shares, after adjustment to reflect share

          increase approved in 1992, 3-for-2 stock split

          effected in January 1990, 5-for-4 stock split

          effected in May 1990, and 2-for-1 stock split

          effected in November 1993).















                                       38

 10.44    Thermo Voltek Corp. (formerly Universal Voltronics

          Corp.) 1985 Stock Option Plan (filed as Exhibit

          10.14 to Thermo Voltek's Annual Report on Form 10-K

          for the fiscal year ended June 30, 1985 [File No.

          0-8245] and incorporated herein by reference).

          (Maximum number of shares issuable is 200,000

          shares, after adjustment to reflect 1-for-3 reverse

          stock split effected in November 1992 and 3-for-2

          stock split effected in November 1993).



 10.45    Thermo Voltek Corp. (formerly Universal Voltronics

          Corp.) 1990 Stock Option Plan (filed as Exhibit 10.2

          to Thermo Voltek's Annual Report on Form 10-K for

          the fiscal year ended June 30, 1990 [File No.

          1-10574] and incorporated herein by reference).

          (Maximum number of shares issuable is 400,000

          shares, after adjustment to reflect share increase

          in 1993, 1-for-3 reverse stock split effected in

          November 1992, and 3-for-2 stock split effected in

          November 1993).



 10.46    Thermo Instrument Systems Inc. Incentive Stock

          Option Plan (filed as Exhibit 10(c) to Thermo

          Instrument's Registration Statement on Form S-1

          [Reg. No. 33-6762] and incorporated herein by

          reference). (Maximum number of shares issuable is

          1,500,000 shares, after adjustment to reflect share

          increase approved in 1990 and 3-for-2 stock splits

          effected in January 1988 and July 1993).



 10.47    Thermo Instrument Systems Inc. Nonqualified Stock

          Option Plan (filed as Exhibit 10(d) to Thermo

          Instrument's Registration Statement on Form S-1

          [Reg. No. 33-6762] and incorporated herein by

          reference). (Maximum number of shares issuable is

          1,500,000 shares, after adjustment to reflect share

          increase approved in 1990 and 3-for-2 stock splits

          effected in January 1988 and July 1993).



 10.48    Thermo Instrument Systems Inc. Equity Incentive Plan

          (filed as Appendix A to the Proxy Statement dated

          April 27, 1993 of Thermo Instrument Systems Inc.

          [File No. 1-9786] and incorporated herein by

          reference). (Maximum number of shares issuable is

          2,150,000 shares, after adjustment to reflect share

          increase approved in December 1993 and 3-for-2 stock

          split effected in July 1993).



 10.49    Thermo Instrument Systems Inc. (formerly Thermo

          Environmental Corporation) Incentive Stock Option

          Plan (filed as Exhibit 10(d) to Thermo

          Environmental's Registration Statement on Form S-1

          [Reg. No. 33-329] and incorporated herein by

          reference). (Maximum number of shares issuable is

          618,750 shares, after giving effect to share

          increase approved in 1987 and adjustment to reflect

          3-for-2 stock split effected in July 1993).



                                       39

 10.50    Thermo Instrument Systems Inc. (formerly Thermo

          Environmental Corporation) Nonqualified Stock Option

          Plan (filed as Exhibit 10(e) to Thermo

          Environmental's Registration Statement on Form S-1

          [Reg. No. 33-329] and incorporated herein by

          reference). (Maximum number of shares issuable is

          618,750 shares, after giving effect to share

          increase approved in 1987 and adjustment to reflect

          3-for-2 stock split effected in July 1993).



 10.51    ThermoTrex Corporation (formerly Thermo Electron

          Technologies Corporation) Incentive Stock Option

          Plan (filed as Exhibit 10(h) to ThermoTrex's

          Registration Statement on Form S-1 [Reg. No.

          33-40972] and incorporated herein by reference).

          (Maximum number of shares issuable is 1,945,000

          shares, after giving effect to share increases

          approved in 1992 and 1993, and 3-for-2 stock split

          effected in October 1993).

 

 10.52    ThermoTrex Corporation (formerly Thermo Electron

          Technologies Corporation) Nonqualified Stock Option

          Plan (filed as Exhibit 10(i) to ThermoTrex's

          Registration Statement on Form S-1 [Reg. No.

          33-40972] and incorporated herein by reference).

          (Maximum number of shares issuable is 1,945,000

          shares, after giving effect to share increases

          approved in 1992 and 1993, and 3-for-2 stock split

          effected in October 1993).



 10.53    ThermoTrex Corporation - ThermoLase Inc.

          Nonqualified Stock Option Plan (filed as Exhibit

          10.53 to ThermoTrex Corporation's Annual Report on

          Form 10-K for the fiscal year ended January 1, 1994

          [File No. 1-10791] and incorporated herein by

          reference).



 10.54    ThermoLase Inc. Nonqualified Stock Option Plan

          (filed as Exhibit 10.54 to ThermoTrex Corporation's

          Annual Report on Form 10-K for the fiscal year ended

          January 1, 1994 [File No. 1-10791] and incorporated

          herein by reference).



 10.55    ThermoLase Inc. Incentive Stock Option Plan (filed

          as Exhibit 10.55 to ThermoTrex Corporation's Annual

          Report on Form 10-K for the fiscal year ended

          January 1, 1994 [File No. 1-10791] and incorporated

          herein by reference).



 10.56    Thermo Fibertek Inc. Incentive Stock Option Plan

          (filed as Exhibit 10(k) to Thermo Fibertek's

          Registration Statement on Form S-1 [Reg. No.

          33-51172] and incorporated herein by reference).



 10.57    Thermo Fibertek Inc. Nonqualified Stock Option Plan

          (filed as Exhibit 10(l) to Thermo Fibertek's

          Registration Statement on Form S-1 [Reg. No.

          33-51172] and incorporated herein by reference).





                                       40

 10.58    Thermo Power Corporation (formerly Tecogen Inc.)

          Incentive Stock Option Plan (filed as Exhibit 10(h)

          to Thermo Power's Registration Statement on Form S-1

          [Reg. No. 33-14017] and incorporated herein by

          reference). (Maximum number of shares issuable is

          950,000 shares, after adjustment to reflect share

          increases approved in 1990, 1992, and 1993).



 10.59    Thermo Power Corporation (formerly Tecogen Inc.)

          Nonqualified Stock Option Plan (filed as Exhibit

          10(i) to Thermo Power's Registration Statement on

          Form S-1 [Reg. No. 33-14017] and incorporated herein

          by reference). (Maximum number of shares issuable is

          950,000 shares, after giving effect to share

          increases approved in 1990, 1992, and 1993).



 10.60    Thermo Power Corporation Equity Incentive Plan

          (filed as Appendix A to the Proxy Statement dated

          February 8, 1994 of Thermo Power Corporation [File

          No. 1-10573] and incorporated herein by reference).



 10.61    Thermo Process Systems Inc. Incentive Stock Option

          Plan (filed as Exhibit 10(h) to Thermo Process'

          Registration Statement on Form S-1 [Reg. No.

          33-6763] and incorporated herein by reference).

          (Maximum number of shares issuable is 1,850,000

          shares, after adjustment to reflect share increases

          approved in 1987, 1989, and 1992, 6-for-5 stock

          splits effected in July 1988 and March 1989, and

          3-for-2 stock split effected in September 1989).



 10.62    Thermo Process Systems Inc. Nonqualified Stock

          Option Plan (filed as Exhibit 10(i) to Thermo

          Process' Registration Statement on Form S-1 [Reg.

          No. 33-6763] and incorporated herein by reference).

          (Maximum number of shares issuable is 1,850,000

          shares, after adjustment to reflect share increases

          approved in 1987, 1989, and 1992, 6-for-5 stock

          splits effected in July 1988 and March 1989, and

          3-for-2 stock split effected in September 1989).



 10.63    Thermo Process Systems Inc. Equity Incentive Plan

          (filed as Exhibit 10.63 to Thermedics' Annual Report

          on Form 10-K for the year ended January 1, 1994

          [File No. 1-9567] and incorporated herein by

          reference).



 10.64    Thermo Process Systems Inc. - Thermo Remediation

          Nonqualified Stock Option Plan (filed as Exhibit

          10(l) to Thermo Process Systems Inc.'s Quarterly

          Report on Form 10-Q for the fiscal quarter ended

          January 1, 1994 [File No. 1-9549] and incorporated

          herein by reference).



 10.65    Thermo Remediation Inc. Equity Incentive Plan (filed

          as Exhibit 10.7 to Thermo Remediation's Registration

          Statement on Form S-1 [Reg. No. 33-70544] and

          incorporated herein by reference).

                                       41

  11      Statements re: computation of earnings per share.



  13      Annual Report to shareholders (only those portions

          of the Registrant's Annual Report to Shareholders

          incorporated herein by reference).



  21      Subsidiaries of the Registrant.



  23      Consent of Arthur Andersen & Co.



























































































                                       42