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 December 30, 1995

   [   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                          Commission file number 1-9786

                         THERMO INSTRUMENT SYSTEMS INC.
             (Exact name of Registrant as specified in its charter)
   Delaware                                                        04-2925809 
   (State or other jurisdiction of                           (I.R.S. Employer 
   incorporation or organization)                          Identification No.)

   504 Airport Road, Post Office Box 2108
   Santa Fe, New Mexico                                            87504-2108 
   (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, $.10 par value                        American Stock Exchange
           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 26, 1996, was approximately $345,740,000.

   As of January 26, 1996, the Registrant had 91,682,067 shares of Common
   Stock outstanding.
                       Documents Incorporated by Reference
   Portions of the Registrant's Annual Report to Shareholders for the year
   ended December 30, 1995, 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 19, 1996, are incorporated by
   reference into Part III.
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                                    PART I


  Item 1.  Business

  (a)  General Development of Business.

       Thermo Instrument Systems Inc. (the Company or the Registrant) is a
  worldwide leader in the development, manufacture, and marketing of
  analytical, monitoring, process control, and imaging, inspection, and
  measurement instruments used to identify and analyze air pollution,
  radioactivity, complex chemical compounds, toxic metals, and other elements
  in a broad range of liquids and solids, as well as to control, monitor,
  image, inspect, and measure various industrial processes and life sciences
  phenomena. Through its 72%-owned ThermoSpectra Corporation (ThermoSpectra)
  subsidiary, the Company develops, manufactures, and markets precision
  imaging, inspection, and measurement instrumentation that employ a variety
  of energy sources or signals as well as high-speed data acquisition and
  digital processing technologies. Through its 80%-owned Thermo BioAnalysis
  Corporation (Thermo BioAnalysis) subsidiary, the Company develops,
  manufactures, and sells instrumentation for the analytical biochemistry,
  biopharmaceutical, and health physics instrumentation markets. Through its
  wholly owned Thermo Optek Corporation (Thermo Optek) subsidiary, the
  Company develops, manufactures, and markets optical and energy-based
  analytical instruments. These instruments are used in the quantitative and
  qualitative chemical analysis of elements and molecular compounds in a wide
  variety of solids, liquids, and gases. The Company's wholly owned
  ThermoQuest Corporation (ThermoQuest) subsidiary develops, manufactures,
  and sells mass spectrometers, liquid chromatographs, and gas chromatographs
  for the environmental, pharmaceutical, and industrial marketplaces. These
  analytical instruments are used in the quantitative and qualitative
  chemical analysis of organic and inorganic compounds at ultra-trace levels
  of detection.

       The Company has adopted a strategy of spinning out certain of its
  businesses into separate subsidiaries and having these subsidiaries sell a
  minority interest to outside investors. The Company believes that this
  strategy provides additional motivation and incentives for the management
  of the subsidiary through the establishment of subsidiary-level stock
  option incentive programs, as well as capital to support the subsidiaries'
  growth. In March and April 1995, Thermo BioAnalysis sold 1,601,500 shares
  of its common stock in private placements at $10.00 per share for net
  proceeds of $14.9 million. In August 1995, ThermoSpectra sold 1,725,000
  shares of its common stock in an initial public offering at $14.00 per
  share for net proceeds of $21.9 million. In October 1995, ThermoSpectra
  sold 202,000 shares of its common stock in a private placement at $15.72
  per share for net proceeds of $3.0 million.

       In August 1995, ThermoQuest sold $96.3 million principal amount of 5%
  subordinated convertible debentures due 2000 for net proceeds of $93.9
  million. In October 1995, Thermo Optek sold $96.3 million principal amount
  of 5% subordinated convertible debentures due 2000 for net proceeds of
  $93.9 million. The debentures issued by ThermoQuest and Thermo Optek are
  not convertible into common stock until after the issuing company completes
  an initial public offering of common stock. In February 1996, ThermoQuest
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  filed a registration statement with the Securities and Exchange Commission
  (SEC) covering shares of common stock to be offered in its initial public
  offering.

       Effective April 2, 1995, the Company and Thermo TerraTech Inc. (Thermo
  TerraTech) (formerly Thermo Process Systems Inc.) dissolved their Thermo
  Terra Tech joint venture. Thermo TerraTech then purchased the services
  businesses formerly operated by the joint venture from the Company for
  $34.3 million in cash. The Company owned 49% of the joint venture and
  accounted for its interest in the joint venture using the equity method.
  Prior to the joint venture's formation on April 2, 1994, the Company's
  services businesses comprised the Company's Services segment and were
  consolidated in the Company's financial statements. The sale of the
  businesses to Thermo TerraTech represents the Company's disposal of the
  operations that comprised its Services segment.

      The Company historically has expanded both through the acquisition of
  companies and product lines and through internal development of new
  products and technologies. During the past several years the Company has
  completed a number of complementary acquisitions that have provided
  additional technologies, specialized manufacturing or product development
  expertise, and broader capabilities in marketing and distribution. In
  19951, the Company's acquisitions included the assets of the Analytical
  Instruments Division of Baird Corporation, a wholly owned subsidiary of Imo
  Industries Inc., for $12.9 million in cash; Bakker Electronics Dongen B.V.
  for $2.3 million in cash; Gould Instrument Systems, Inc. for $25.8 million
  in cash, which includes the repayment of $6.0 million of bank debt;
  Euroglas B.V. for $0.9 million in cash; the assets of the Flow Automation
  Division of Galveston-Houston Company for $7.8 million in cash and the
  assumption of certain liabilities; and the Analytical Instrument Division
  of Analytical Technology, Inc. (ATI) for $43.3 million in cash, which
  includes the repayment of $7.0 million of bank debt, subject to
  post-closing adjustments. In February 1996, the Company acquired Dynatech
  Laboratories Worldwide (DLW) from Dynatech Corporation for approximately
  $43 million in cash, subject to post-closing adjustments. On March 1, 1995,
  the Company entered into an agreement with Fisons plc (Fisons) to acquire
  the Scientific Instruments Division of Fisons for approximately 202 million
  British pounds sterling. On April 13, 1995, the Company announced that it
  had received a "second request" for information regarding the transaction
  from the U.S. Federal Trade Commission (FTC). After extensive discussions
  with Fisons and the FTC, in January 1996 the Company withdrew its original
  pre-merger notification filing under the Hart-Scott-Rodino Antitrust
  Improvements Act (the HSR Act), and submitted a new filing with respect to
  a modified form of the acquisition. On February 15, 1996, the Company
  announced that the FTC had granted early termination of the waiting period
  under the HSR Act with respect to the modified acquisition and on March 1,
  1996, the Company announced that it had received clearance from U.K.
  antitrust regulatory authorities. The form of the acquisition cleared by
  the FTC and the U.K. authorities excludes from the businesses to be
  acquired by the Company substantially all of the mass spectrometer
  businesses of Fisons and a high-resolution mass spectrometer/inductively-
  coupled plasma (ICP) product. These businesses accounted for slightly less
  than 20% of the 1995 revenues of Fisons' Scientific Instruments Division.
  The new purchase price is expected to be slightly less than 150 million
  British pounds sterling, and will be subject to a post-closing adjustment 

  1 References to 1995, 1994, and 1993 herein are for the fiscal years ended
    December 30, 1995, December 31, 1994, and January 1, 1994, respectively.
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  based on the net asset value of the acquired businesses as of the closing
  date. The modified acquisition is still subject to the consent of certain
  third parties and the satisfaction of other closing conditions. The
  Scientific Instruments Division of Fisons is principally composed of
  operations that are involved in the research, development, manufacture, and
  sale of analytical instruments to industrial and research laboratories
  worldwide. The Company intends to fund the purchase price of this
  acquisition from available cash and through borrowings from Thermo Electron
  Corporation (Thermo Electron).

       The Company was incorporated in Delaware in May 1986 as a wholly owned
  subsidiary of Thermo Electron to succeed the instruments businesses that
  were previously conducted by several Thermo Electron subsidiaries. As of
  December 30, 1995, Thermo Electron owned 78,459,585 shares, or 86%, of the
  Company's outstanding common stock. Thermo Electron is a manufacturer of
  biomedical products including heart-assist systems and mammography systems,
  paper-recycling and papermaking equipment, alternative-energy systems,
  industrial process equipment, and other specialized products. Thermo
  Electron also provides environmental and metallurgical services and
  conducts advanced technology research and development. 

       Thermo Electron intends, for the foreseeable future, to maintain at
  least 80% ownership of the Company, so that it may continue to file
  consolidated U.S. federal and state income tax returns with the Company.
  This may require the purchase by Thermo Electron of additional shares of
  common stock and/or convertible debentures of the Company from time to time
  as the number of outstanding shares of the Company increases. These and any
  other purchases may be made either on the open market or directly from the
  Company or pursuant to conversions of the Company's 3 3/4% senior
  convertible note due 2000 held by Thermo Electron. See Notes 5 and 11 to
  Consolidated Financial Statements in the Registrant's 1995 Annual Report to
  Shareholders for a description of the Company's outstanding stock options
  and convertible obligations. During 1995, Thermo Electron purchased
  2,864,000 shares of the Company's common stock on the open market at a
  total cost of $65.9 million. All share amounts have been restated to
  reflect a three-for-two stock split, effected in the form of a 50% stock
  dividend, which was distributed in April 1995, and a five-for-four stock
  split, effected in the form of a 25% stock dividend, which was distributed
  in December 1995.

  (b)  Financial Information About Industry Segments.

       The Company operates in one business segment: the manufacturing and
  marketing of analytical, monitoring, process control, and imaging,
  inspection, and measurement instruments used to identify and analyze air
  pollution, radioactivity, complex chemical compounds, toxic metals, and
  other elements in a broad range of liquids and solids, as well as to
  control, monitor, image, inspect, and measure various industrial processes
  and life sciences phenomena. Prior to April 4, 1994, the Company also
  provided environmental science and engineering services, laboratory-based
  testing, and nuclear physics services.
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  (c)  Description of Business.

       (i)  Principal Products and Services

       The Company manufactures and markets instruments that employ a variety
  of advanced analytical techniques to determine the composition, structure,
  and physical properties of natural and synthetic substances. The Company's
  instruments are used for environmental and nuclear monitoring, process
  control, as well as imaging, inspection, and measurement.

       The Company has adopted Thermo Electron's spinout strategy in an
  effort to more clearly focus its many analytical technologies on their more
  specific niche markets. To date, the Company has completed an initial
  public offering of ThermoSpectra, has privately offered equity in Thermo
  BioAnalysis, and has privately sold convertible debentures in Thermo Optek
  and ThermoQuest. The debentures issued by ThermoQuest and Thermo Optek are
  not convertible into common stock until after the issuing company completes
  an initial public offering of common stock. ThermoQuest filed a
  registration statement with the SEC in February 1996 relating to its
  initial public offering of common stock.

       ThermoSpectra manufactures and markets precision imaging, inspection,
  and measurement instruments based on high-speed data acquisition and
  digital processing technologies to provide industrial and research
  customers with integrated systems that address their specific needs.
  ThermoSpectra's products include digital oscillographic recorders and data
  acquisition systems that continuously measure and monitor signals from
  various sensors; digital storage oscilloscopes (DSOs) that are capable of
  taking hundreds of millions of measurements per second of transient signals
  or short bursts of data; X-ray microanalyzers used as accessories to
  electron microscopes to provide elemental materials analysis as a
  supplement to the microscope's imaging capabilities; non-destructive X-ray
  inspection systems for process monitoring and quality control applications;
  and confocal laser scanning microscopes that use laser light to generate
  precise optical images primarily for life science applications.

       Thermo BioAnalysis develops, manufactures, and sells capillary
  electrophoresis systems, matrix-assisted laser desorption/ionization
  time-of-flight (MALDI-TOF) mass spectrometers, and health physics
  instrumentation. Capillary electrophoresis is a separation technique based
  on a combination of chromatographic and electroanalytical technologies and
  is particularly useful in biochemical, pharmaceutical, and environmental
  research. MALDI-TOF mass spectrometers measure the weight of the components
  of a sample and identify inorganic chemical components and/or inorganic
  elements contained within the sample. Thermo BioAnalysis' health physics
  division manufactures and sells radiation detection and counting
  instrumentation and sophisticated radiation monitoring systems to the
  nuclear industry throughout the world. Through the February 1996
  acquisition of DLW, Thermo BioAnalysis develops, manufactures, and sells
  immunoassay products. Immunoassay is an analytical method used for the
  qualitative and quantitative analysis of biological molecules. Immunoassay
  products are widely used in pharmaceutical and biopharmaceutical research,
  as well as for clinical testing of patient samples.

       Thermo Optek is a leader in the development, manufacture, and
  marketing of products used for both elemental and molecular analysis. These
  products are based on several optical spectroscopy techniques, including
  atomic emission (AE), atomic absorption (AA), and Fourier transform 
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  infrared (FT-IR) and FT-Raman technologies. Thermo Optek's AE and 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 alloys.
  Thermo Optek sells its products to a range of customers in manufacturing
  industries such as producers of aircraft, automobiles and trucks,
  computers, chemicals, food, pharmaceuticals, and primary metals; in service
  industries such as waste management companies and commercial testing
  laboratories; and to government and university laboratories. Thermo Optek
  is a leading manufacturer of sequential AE spectrometers, in which elements
  are analyzed one at a time, and simultaneous AE spectrometers, in which
  many elements can be measured at the same time. The principal type of AE
  spectrometer used for elemental analysis of liquids is the ICP mass
  spectrometer (ICP/MS), which allows for simultaneous multi-element testing.
  Thermo Optek is a market and technology leader in ICP spectrometry and has
  developed the first ultratrace ICP spectrometer, the first ICP spectrometer
  to incorporate a solid state detector, and the first combined optical
  emission/mass spectrometer. Thermo Optek produces AA spectrometers in
  single-, double- and four-channel models. Thermo Optek 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.

       Thermo Optek is a leading manufacturer of molecular analysis systems
  that use FT-IR and FT-Raman spectroscopic techniques. 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. Thermo Optek offers a variety of models ranging from newly
  introduced models designed for routine applications to highly advanced
  research-grade FT-IR spectrometers.

       ThermoQuest is a leading manufacturer of commercial mass spectrometers
  and has pioneered many of the significant developments and applications of
  mass spectrometry. ThermoQuest's mass spectrometry products identify and
  measure the components of a sample for organic chemical compounds or for
  inorganic compounds. These instruments are used primarily by pharmaceutical
  companies for drug research, testing, and quality control; by environmental
  laboratories for testing water, air, and soil samples for compliance with
  environmental regulations; by chemical companies for research and quality
  control; by manufacturers for testing in certain industrial applications,
  such as the manufacture of semiconductor components, and for quality
  control; by food and beverage companies for quality control and to test
  product contamination; and in forensic applications. ThermoQuest provides
  both stand-alone mass spectrometers and combined systems that use its own
  chromatographs or those purchased from other companies. These products span
  a range of sensitivity, specificity, separation technologies, data-handling
  capabilities, sizes, and prices.

       ThermoQuest also manufactures high performance liquid chromatographs,
  gas chromatographs, and related instruments and equipment used principally
  in the research and development and production monitoring of
  pharmaceuticals and chemicals, and for environmental monitoring. These
  instruments separate the chemical components of substances for purposes of
  identification and measurement. Gas chromatographs and liquid
  chromatographs are widely used in environmental and industrial laboratories
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  as stand-alone instruments or in conjunction with mass spectrometers, where
  the gas or liquid chromatograph separates a sample into individual chemical
  components for the mass spectrometer to identify. Applications include the
  identification of organic compounds, from pesticide residues on vegetables
  to chlorinated organics in drinking water. In 1995, ThermoQuest introduced
  its GCQ(TM) and LCQ(TM) benchtop gas chromatography/mass spectrometry and
  liquid chromatography/ mass spectrometry products. These systems are based
  on the Company's proprietary ion trap technology and are capable of
  multi-stage mass spectrometry.

       In other wholly owned businesses, the Company manufactures monitoring
  instruments for two principal markets: the detection and measurement of
  nuclear radiation, and the monitoring of air pollutants including toxic and
  combustible gases.

       The Company's nuclear radiation monitoring instruments detect and
  measure alpha, beta, gamma, neutron, and X-ray radiation emitted by natural
  sources and by radioactive materials used 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
  safety of personnel from exposure to nuclear radiation. In addition, the
  Company is a major supplier of instruments and systems that are
  manufactured to European standards for personnel protection and
  environmental monitoring. The Company also manufactures industrial gauging
  and process control instruments used principally by manufacturers of flat
  sheet materials, including metals, plastics, rubber, paper, and fibers.

       The Company's air-monitoring instruments measure pollutants in ambient
  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 (VOCs). 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 Occupational Safety
  and Health Administration's safety requirements for protecting workers from
  toxic or explosive atmospheres in confined spaces are addressed with the
  Company's 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.

       The 1995 acquisition of the Analytical Instrument Division of ATI
  added to the Company's product offerings in several analytical areas,
  notably in ultraviolet visual spectrometry and thermogravimetric analysis
  (TGA). Ultraviolet visual spectrometry instruments are based upon the
  selective absorbence of ultraviolet radiation by various substances. An
  important use of ultraviolet instruments is the identification and
  determination of biologically active substances. These instruments are
  often used by life science researchers, pharmaceutical companies, and
  environmental testing laboratories. TGA systems are employed in the
  chemicals, plastics-polymers, and pharmaceutical industries for measuring
  changes in mass as a function of temperature. Specific fields which have
  widely used TGA include studies involving the thermal stability of
  minerals, pyrolysis of coals and petroleums, and thermochemical reactions
  of ceramics and cements.
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       In addition, the Company manufactures 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.

       The Company also participates in the process monitoring, analysis,
  gauging, and control instruments markets, primarily for the oil, gas, and
  petrochemical industries. The Company manufactures and markets a number of
  process monitoring, analysis, and control systems including: analog and
  digital recorders for continuous process industries; process and laboratory
  analytical instruments and monitors to detect lethal gases for the oil,
  gas, and petrochemical industries; supervisory control and data acquisition
  software for process monitoring and operator interface in a variety of
  industrial processes; and turnkey, integrated systems to control networks
  of distant oil and gas wells.

       The Company also manufactures and markets process gauges and
  noncontacting and nonintrusive process control instrumentation to measure
  liquid levels, density, weight, and flows for a variety of industries.
  Application examples include measuring levels in a pharmaceutical reactor,
  determining the percentage by weight of solids contained in a mining
  slurry, or monitoring the flow of fluid into a wastewater treatment
  facility. The Company's X-ray fluorescence instruments allow for the
  nondestructive analysis of inorganic elements. Applications include alloy
  identification, on-line process monitoring and quality control,
  characterization of toxic metals in soil, and thickness and/or composition
  of semiconductor thin films. 

  Customers and Marketing

       The Company sells many of its products and services to customers whose
  activities are subject to numerous environmental quality, pollution
  control, and occupational safety and health regulations and laws enacted by
  federal, state, and local governments and by international accord.
  Customers include industrial manufacturers, environmental laboratories,
  utilities, waste management and treatment facilities, and government
  agencies. The Company's analytical instruments are also used in biomedical
  applications such as analysis of drugs and drug metabolites; in academic
  and industrial chemical research; in forensic science; in energy and
  mineral resource exploration and production; in metals processing; and in a
  range of product quality assurance and process monitoring applications. The
  Company's process control instrumentation is used primarily in the oil,
  gas, and petrochemical industries. 

       The Company sells its products through its own marketing and sales
  force in North America, Europe, and Asia and receives additional market
  coverage through authorized representatives throughout the world. Some
  products are distributed through original equipment manufacturer (OEM)
  agreements. The Company's products are installed and serviced in most major
  markets by the Company's personnel. Installation and service in some
  countries are provided by authorized representatives. Customers may
  purchase service contracts from the Company to cover equipment no longer
  under warranty, and service work also is provided on a time, materials, and
  expense basis. Training courses on both the operation and maintenance of
  the Company's products are conducted for customers and authorized
  representatives who service the products.
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       (ii) & (xi) New Products; Research and Development

       The Company maintains active programs for the development of new
  products using both new and existing technologies and for enhancing
  existing products by improving their price-performance ratio. The
  development of new applications for the Company's analytical instrument
  products is an especially important element of the growth strategy for
  these products. Although the Company's products are subject to obsolescence
  due to technological developments, sudden obsolescence is not
  characteristic of the Company's business.

       Research and development expenses for the Company were $54,314,000,
  $42,924,000, and $34,510,000 in 1995, 1994, and 1993, respectively.

       (iii)  Raw Materials

       The Company manufactures many of the parts and subsystems used in its
  products, including optical components and proprietary circuitry. Other
  components, including packaging materials, integrated circuits,
  microprocessors, and computers, are manufactured by others. The raw
  materials, components, and supplies purchased by the Company are either
  available from a number of different suppliers or from alternative sources
  that could be developed without a material adverse effect upon the
  Company's business.

       (iv)   Patents, Licenses, and Trademarks

       The Company's policy is to protect its intellectual property rights,
  including applying for and obtaining patents when appropriate. The Company
  also enters into licensing agreements with other companies in which it
  grants or receives rights to specific patents and technical know-how.
  Patent protection is believed to provide the Company with competitive
  advantages with respect to certain instruments such as its mass
  spectrometers with ion traps. The Company also considers technical
  know-how, trade secrets, and trademarks to be important to its business.

       (v)    Seasonal Influences

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

       (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 requirements.

       (vii)  Dependency 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.

       (viii) Backlog

       The Company's backlog of firm orders as of December 30, 1995 and
  December 31, 1994 was $188,680,000 and $139,596,000, respectively. The
  Company anticipates that substantially all of the backlog at December 30,
  1995, will be shipped or completed within the current fiscal year.
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       (ix)   Government Contracts

       Not applicable.

       (x)    Competition

       The Company 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.

       In many markets, the Company competes with large analytical instrument
  companies such as Hewlett-Packard Co. (Hewlett-Packard), Perkin Elmer
  Corporation (Perkin Elmer), Varian Associates (Varian), and Hitachi Ltd.
  (Hitachi). Certain products manufactured by the Company also compete with
  products sold by numerous smaller, specialized firms.

       ThermoSpectra competes in each of its markets primarily on the basis
  of technical advances that result in new products and improved
  price/performance ratios and reputation among customers as a quality leader
  for products and services. To a lesser extent, ThermoSpectra competes on
  the basis of price. The DSO market is dominated by Tektronix, Inc. and
  Hewlett-Packard. In the X-ray microanalysis market, ThermoSpectra competes
  primarily with Link Analytical Limited, a wholly owned subsidiary of Oxford
  Instruments plc. In the X-ray inspection market, ThermoSpectra competes
  with smaller companies in the manual segment of the market, and primarily
  with Four Pi Systems, a subsidiary of Hewlett-Packard, in the automated
  segment. In the digital video segment of the confocal microscopy market,
  ThermoSpectra competes primarily with Nikon Inc. as well as Bio-Rad
  Laboratories, Inc. (Bio-Rad), Carl Zeiss, Inc., and Leica plc.

       Thermo BioAnalysis competes in each of its markets primarily on the
  basis of technical performance and reliability. Thermo BioAnalysis'
  principal competitors in the capillary electrophoresis market include
  Beckman Instruments Inc. (Beckman Instruments), Bio-Rad, and
  Hewlett-Packard. In the MALDI-TOF mass spectrometry market, principal
  competitors include PerSeptive Biosystems Inc. and Shimadzu Corporation
  (Shimadzu). Significant competitors in the health physics instrumentation
  market include the Nuclear Instruments Group of EG&G, Inc., the Nuclear
  Products Division of Morgan Crucible Co., plc, the Bicron/NE Technology
  divisions of Saint-Gobain/Norton Industrial Ceramics Corporation, and the
  Rados Companies.

       Thermo Optek competes in each of its markets primarily on performance,
  reliability, customer service, and price. In the market for AE and AA
  spectrometers and ICP/MS instruments, Thermo Optek competes primarily with
  Perkin Elmer and, to a lesser extent, Varian. In the FT-IR and FT-Raman
  markets, Thermo Optek competes primarily with Perkin Elmer, the Digilab
  division of Bio-Rad, Bruker Instruments Inc., and Bomen Inc.

       ThermoQuest competes in each of its markets primarily on performance,
  customer service and support and, to a lesser extent, price. ThermoQuest's
  principal competitors in the mass spectrometry market include
  Hewlett-Packard, Japan Electro Optical Laboratories, Hitachi, Fisons,
  Shimadzu, and the Sciex Division of Perkin Elmer. ThermoQuest competes in 
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  the liquid chromatography market with Waters Corporation, Hewlett-Packard,
  Shimadzu, Beckman Instruments, Hitachi, Perkin Elmer, Varian, Dionex
  Corporation, and others. In the gas chromatography market, ThermoQuest
  competes with numerous companies, including Hewlett-Packard, Perkin Elmer,
  Varian, Hitachi, and Shimadzu.

       The Company is a leading manufacturer of ambient air monitoring
  instruments and a major manufacturer of source monitoring and worker-safety
  monitoring instruments. The Company competes in these markets on the basis
  of technical performance and reliability, as well as customer service.

       The Company has a relatively small presence within the large and
  varied process control marketplace, which is extremely fragmented and
  comprises several large companies and numerous smaller companies. The
  Company competes in this market primarily on the basis of technical
  performance, customer service, and reliability.

       (xii) Environmental Protection Regulations

       The Company believes that compliance by the Company with federal,
  state, and local environmental regulations will not have a materially
  adverse effect on its capital expenditures, earnings, or competitive
  position.

       (xiii) Number of Employees

       As of December 30, 1995, the Company employed 4,752 people.

  (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 14 to Consolidated Financial
  Statements in the Registrant's 1995 Annual Report to Shareholders and is
  incorporated herein by reference.

  (e)  Executive Officers of the Registrant.

                                Present Title (Year First Became 
  Name                   Age    Executive Officer)
  --------------------   ---    ---------------------------------
  Arvin H. Smith         66     President and Chief Executive Officer (1986)
  Earl R. Lewis          52     Executive Vice President and
                                 Chief Operating Officer (1990)
  Denis A. Helm          56     Senior Vice President (1986)
  Richard W.K. Chapman   51     Vice President (1994)
  Barry S. Howe          40     Vice President (1994)
  John N. Hatsopoulos *  61     Vice President and Chief Financial
                                 Officer (1988)
  Paul F. Kelleher       53     Chief Accounting Officer (1986)

  * John N. Hatsopoulos and George N. Hatsopoulos, a director of the
    Company, are brothers.

       Each executive officer serves until his successor is chosen or
  appointed by the Board of Directors and qualified or until earlier
  resignation, death, or removal. All executive officers, except Mr. Chapman,
  have held comparable positions for at least five years either with the 
                                       11PAGE
<PAGE>
  Company or with its parent company, Thermo Electron. Mr. Chapman has been
  President and Chief Executive Officer of ThermoQuest since its inception in
  June 1995, and served as President of the Company's Finnigan Corporation
  (Finnigan) subsidiary from 1992 to 1995 and as Marketing Manager of
  Finnigan from 1989 to 1992. Messrs. Helm, Lewis, Chapman, and Howe are
  full-time employees of the Company. Messrs. Smith, Hatsopoulos, and
  Kelleher are full-time employees of Thermo Electron and certain of its
  subsidiaries, but devote such time to the affairs of the Company as the
  Company's needs reasonably require.


  Item 2.  Properties

       The Company owns approximately 1,446,000 square feet of office,
  engineering, laboratory, and production space, principally in California,
  Colorado, Florida, New Mexico, Texas, Wisconsin, Germany, and England, and
  leases approximately 1,596,000 square feet of office, engineering,
  laboratory, and production space under leases expiring from 1996 through
  2017, principally in California, Massachusetts, Connecticut, Ohio, Texas,
  Wisconsin, England, France, The Netherlands, Germany, and Japan. As of
  December 30, 1995, the Company had a $10,101,000 mortgage loan that is
  secured by 200,000 square feet of property in California with a net book
  value of $16,303,000. The Company believes that its facilities are in good
  condition and are suitable and adequate for its present operations and that
  suitable space is readily available if any of such leases are not extended.


  Item 3.  Legal Proceedings

       In August 1995, ThermoQuest's Finnigan subsidiary settled certain
  patent litigation involving a claim by Analytica of Branford, Inc.
  (Analytica) that Finnigan was infringing a U.S. patent entitled "Method of
  Producing Multiply Charged Ions and For Determining Molecular Weights of
  Molecules By Use of the Multiply Charged Ions of Molecules." Under the
  settlement, ThermoQuest is required to make certain payments to Analytica
  that are not expected to have a material effect of the Company's financial
  position or results of operations.

       The Company has been notified that the Environmental Protection Agency
  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 one site to which chemical or other wastes generated by the
  manufacturing operations of a subsidiary of the Company were sent. The
  notification alleges that the subsidiary may be a potentially responsible
  party with respect to the remedial actions needed to control or clean up
  any such release. 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 the remediation of the
  site. The Company believes that its subsidiary is only one of several
  companies which received such notification and who may likewise be held
  liable for any such remedial costs.

       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
                                       12PAGE
<PAGE>
  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 based upon 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 the
  Company anticipates that future liabilities related to sites with which the
  Company is currently involved will not have a materially adverse effect on
  the Company's business, results of operations or financial condition. 


  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, $.10 par value, and dividend policy is included
  under the sections labeled "Common Stock Market Information" and "Dividend
  Policy" in the Registrant's 1995 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 labeled "Selected Financial Information" and "Dividend Policy" in
  the Registrant's 1995 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 1995 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 December 30,
  1995, are included in the Registrant's 1995 Annual Report to Shareholders
  and are incorporated herein by reference.
                                       13PAGE
<PAGE>
  Item 9.  Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure

       Not applicable.


                                   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.


                                       14PAGE
<PAGE>
                                    PART IV


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

  (a), (d) Financial Statements and Schedules.

           (1) The consolidated financial statements set forth in the list
               below are filed as part of this Report.

           (2) The consolidated financial statement schedule set forth in
               the list below is 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 Statement Schedules filed herewith:

               Schedule II: Valuation and Qualifying Accounts

           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 quarter ended December 30, 1995, the Registrant 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.





                                       15PAGE
<PAGE>
                                  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 11, 1996                    THERMO INSTRUMENT SYSTEMS INC.


                                          By: Arvin H. Smith
                                              ----------------------
                                              Arvin H. Smith
                                              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 11, 1996.

  Signature                          Title
  ---------                          -----

  By: Arvin H. Smith                 President, Chief Executive Officer
      -----------------------         and Director
      Arvin H. Smith                  

  By: John N. Hatsopoulos            Vice President, Chief Financial Officer
      -----------------------         and Director
      John N. Hatsopoulos             

  By: Paul F. Kelleher               Chief Accounting Officer
      -----------------------
      Paul F. Kelleher

  By: Marshall J. Armstrong          Director
      -----------------------
      Marshall J. Armstrong

  By: Frank Borman                   Director
      -----------------------
      Frank Borman

  By: Elias P. Gyftopoulos           Director
      -----------------------
      Elias P. Gyftopoulos

  By: George N. Hatsopoulos          Chairman of the Board and Director
      -----------------------
      George N. Hatsopoulos

  By: Robert C. Howard               Director
      -----------------------
      Robert C. Howard

  By: Frank Jungers                  Director
      -----------------------
      Frank Jungers

  By: Robert A. McCabe               Director
      -----------------------
      Robert A. McCabe

  By: Polyvios C. Vintiadis          Director
      -----------------------
      Polyvios C. Vintiadis

                                       16PAGE
<PAGE>
                   Report of Independent Public Accountants
                   ----------------------------------------


  To the Shareholders and Board of Directors of
  Thermo Instrument Systems Inc.:

       We have audited, in accordance with generally accepted auditing
  standards, the consolidated financial statements included in Thermo
  Instrument Systems Inc.'s Annual Report to Shareholders incorporated by
  reference in this Form 10-K, and have issued our report thereon dated
  February 12, 1996 (except with respect to the matter discussed in Note 15
  as to which the date is March 1, 1996). Our audits were made for the
  purpose of forming an opinion on those statements taken as a whole. The
  schedule listed in Item 14 on page 15 is the responsibility of the
  Company's management and is presented for purposes of complying with the
  Securities and Exchange Commission's rules and is not part of the basic
  consolidated financial statements. This schedule has been subjected to the
  auditing procedures applied in the audits of the basic consolidated
  financial statements and, in our opinion, fairly states, 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 LLP



  Boston, Massachusetts
  February 12, 1996
















                                       17PAGE
<PAGE>
SCHEDULE II



                         THERMO INSTRUMENT SYSTEMS INC.

                        VALUATION AND QUALIFYING ACCOUNTS
                                 (In thousands)


                                     Bad
                         Charged   Debts      Ac-
            Balance at  to Costs     Re-   counts                      Balance
             Beginning       and  cover-  Written  Disposi-             at End
Description    of Year  Expenses      ed      Off  tions(b)  Other(a)  of Year
------------------------------------------------------------------------------

Year Ended
 December 30,
 1995

Allowance for
 Doubtful
 Accounts       $8,779    $2,543  $  191   $(2,942)  $     -   $3,998  $12,569

Year Ended
 December 31,
 1994

Allowance for
 Doubtful
 Accounts       $8,456    $  733  $  126   $(2,736)  $(2,696)  $4,896  $ 8,779

Year Ended
 January 1,
 1994

Allowance for
 Doubtful
 Accounts       $7,276    $  970  $1,241   $(1,733)  $  (586)  $1,288  $ 8,456


(a) Includes allowance of businesses acquired during the year as described in
    Note 4 to Consolidated Financial Statements in the Company's 1995 Annual
    Report to Shareholders and the effect of foreign currency translation.

(b) As described in Note 3 to Consolidated Financial Statements in the
    Registrant's 1995 Annual Report to Shareholders.




                                       18PAGE
<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number       Description of Exhibit                                   Page
   ----------   -------------------------------------------------------  ----

     2.1        Asset and Stock Purchase Agreement among the Registrant,
                Thermo Electron Corporation and Fisons plc dated March
                1, 1995, as amended (filed as Exhibit 2.3 to the
                Registrant's Annual Report on Form 10-K for the fiscal
                year ended December 31, 1994 and as Exhibit 2 to the
                Registrant's Quarterly Report on Form 10-Q for the
                quarter ended September 30, 1995 [File No. 1-9786] and
                incorporated herein by reference). Pursuant to Item
                601(b)(2) of Regulation S-K, schedules to this Agreement
                have been omitted. The Company hereby undertakes to
                furnish supplementally a copy of such schedules to the
                Commission upon request.

     3.1        Restated Certificate of Incorporation of the Registrant,
                as amended (filed as Exhibit 3.1 to the Registrant's
                Annual Report on Form 10-K for the fiscal year ended
                January 1, 1994 [File No. 1-9786] and incorporated
                herein by reference).

     3.2        By-Laws of the Registrant (filed as Exhibit 3(b) to the
                Registrant's Annual Report on Form 10-K for the fiscal
                year ended January 2, 1993 [File No. 1-9786] and
                incorporated herein by reference).

     4.1        Fiscal Agency Agreement dated as of August 2, 1991 among
                the Registrant, Thermo Electron Corporation, and
                Chemical Bank as fiscal agent, relating to $86,250,000
                principal amount of 6 5/8% subordinated convertible
                debentures due 2001 (filed as Exhibit 4(a) to the
                Registrant's Annual Report on Form 10-K for the fiscal
                year ended December 28, 1991 [File No. 1-9786] and
                incorporated herein by reference).

     4.2        Fiscal Agency Agreement dated as of September 15, 1993,
                among the Registrant, Thermo Electron Corporation and
                Chemical Bank as fiscal agent, relating to $70,000,000
                principal amount of 3 3/4% senior convertible debentures
                due 2000 (filed as Exhibit 4 to the Registrant's
                Quarterly Report on Form 10-Q for the quarter ended
                October 2, 1993 [File No. 1-9786] and incorporated by
                reference).

     4.3        Senior convertible note purchase agreement by and
                between the Registrant and Thermo Electron Corporation
                as of September 15, 1993 (filed as Exhibit 10(a) to the
                Registrant's Quarterly Report on Form 10-Q for the
                quarter ended October 2, 1993 [File No. 1-9786] and
                incorporated by reference).


                                       19PAGE
<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number       Description of Exhibit                                   Page
   ----------   -------------------------------------------------------  ----

                The Registrant hereby 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
                subsidiaries.

    10.1        Amended and Restated Corporate Services Agreement, dated
                as of January 3, 1993, between Thermo Electron
                Corporation and the Registrant (filed as Exhibit 10(a)
                to the Registrant's Annual Report on Form 10-K for the
                fiscal year ended January 2, 1993 [File No. 1-9786] and
                incorporated herein by reference).

    10.2        Tax Allocation Agreement dated as of May 29, 1986,
                between Thermo Electron and the Registrant (filed as
                Exhibit 10(b) to the Registrant's Registration Statement
                on Form S-1 [Reg. No. 33-6762] and incorporated herein
                by reference).

    10.3        Thermo Electron Corporate Charter, as amended and
                restated effective January 3, 1993 (filed as Exhibit
                10(f) to the Registrant's Annual Report on Form 10-K for
                the fiscal year ended January 2, 1993 [File No. 1-9786]
                and incorporated herein by reference).

    10.4        Form of Indemnification Agreement with Directors and
                Officers (filed as Exhibit 10(g) to the Registrant's
                Annual Report on Form 10-K for the fiscal year ended
                December 29, 1990 [File No. 1-9786] and incorporated
                herein by reference).

    10.5        Plan for sale of shares by the Registrant to Thermo
                Electron Corporation (filed as Exhibit 10(dd) to the
                Registrant's Quarterly Report on Form 10-Q for the
                quarter ended July 3, 1993 [File No. 1-9786] and
                incorporated herein by reference).

    10.6        Master Repurchase Agreement dated January 1, 1994
                between the Registrant and Thermo Electron Corporation
                (filed as Exhibit 10.7 to the Registrant's Annual Report
                on Form 10-K for the fiscal year ended January 1, 1994
                [File No. 1-9786] and incorporated herein by reference).

    10.7        Master Guarantee Reimbursement Agreement dated January
                1, 1994 by and among the Registrant and Thermo Electron
                Corporation (filed as Exhibit 4.4 to the Registrant's
                Annual Report on Form 10-K for the fiscal year ended
                December 31, 1994 [File No. 1-9786] and incorporated
                herein by reference).

   10.8-10.15   Reserved.
                                       20PAGE
<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number       Description of Exhibit                                   Page
   ----------   -------------------------------------------------------  ----

    10.16       Deferred Compensation Plan for Directors of the
                Registrant (filed as Exhibit 10(f) to the Registrant's
                Registration Statement on Form S-1 [Reg. No. 33-6762]
                and incorporated herein by reference).

    10.17       Directors' Stock Option Plan of the Registrant (filed as
                Exhibit 10.17 to the Registrant's Annual Report on Form
                10-K for the fiscal year ended December 31, 1994 [File
                No. 1-9786] and incorporated herein by reference).

    10.18       Incentive Stock Option Plan of the Registrant (filed as
                Exhibit 10(c) to the Registrant's Registration Statement
                on Form S-1 [Reg. No. 33-6762] and incorporated herein
                by reference). (Maximum number of shares issuable in the
                aggregate under this plan and the Registrant's
                Nonqualified Stock Option Plan is 2,812,500 shares,
                after adjustment to reflect share increase approved in
                1990, 3-for-2 stock splits effected in January 1988,
                July 1993 and April 1995 and 5-for-4 stock split
                effected in December 1995).

    10.19       Nonqualified Stock Option Plan of the Registrant (filed
                as Exhibit 10(d) to the Registrant's Registration
                Statement on Form S-1 [Reg. No. 33-6762] and
                incorporated herein by reference). (Maximum number of
                shares issuable in the aggregate under this plan and the
                Registrant's Incentive Stock Option Plan is 2,812,500
                shares, after adjustment to reflect share increase
                approved in 1990, 3-for-2 stock splits effected in
                January 1988, July 1993 and April 1995 and 5-for-4 stock
                split effected in December 1995).

    10.20       Equity Incentive Plan of the Registrant (filed as
                Appendix A to the Proxy Statement dated April 27, 1993
                of the Registrant [File No. 1-9786] and incorporated
                herein by reference). (Maximum number of shares issuable
                is 4,031,250 shares, after adjustment to reflect share
                increase approved in December 1993, 3-for-2 stock splits
                effected in July 1993 and April 1995 and 5-for-4 stock
                split effected in December 1995).

    10.21       Finnigan Corporation 1979 Long-term Incentive Stock
                Option Plan (filed as Exhibit 10.21 to the Registrant's
                Annual Report on Form 10-K for the fiscal year ended
                December 31, 1994 [File No. 1-9786] and incorporated
                herein by reference).




                                       21PAGE
<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number       Description of Exhibit                                   Page
   ----------   -------------------------------------------------------  ----

    10.22       Former 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 in the aggregate
                under this plan and the Former Thermo Environmental
                Corporation Nonqualified Stock Option Plan is 1,160,156
                shares, after adjustment to reflect share increase
                approved in 1987, 3-for-2 stock splits effected in July
                1993 and April 1995 and 5-for-4 stock split effected in
                December 1995).

    10.23       Former 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 in the aggregate
                under this plan and the Former Thermo Environmental
                Corporation Incentive Stock Option Plan is 1,160,156
                shares, after adjustment to reflect share increase
                approved in 1987, 3-for-2 stock splits effected in July
                1993 and April 1995 and 5-for-4 stock split effected in
                December 1995).

    10.24       Thermo Instrument Systems Inc. - ThermoSpectra
                Corporation Nonqualified Stock Option Plan (filed as
                Exhibit 10.51 to the Registrant's Annual Report on Form
                10-K for the fiscal year ended December 31, 1994 [File
                No. 1-9786] and incorporated herein by reference).

    10.25       Thermo Instrument Systems Inc. - ThermoQuest Corporation
                Nonqualified Stock Option Plan (filed as Exhibit 10.65
                to Thermo Cardiosystems' Annual Report on Form 10-K for
                the fiscal year ended December 30, 1995 [File No.
                1-10114] and incorporated herein by reference).

    10.26       Thermo Instrument Systems Inc. - Thermo BioAnalysis
                Corporation Nonqualified Stock Option Plan (filed as
                Exhibit 10.64 to Thermo Cardiosystems' Annual Report on
                Form 10-K for the fiscal year ended December 30, 1995
                [File No. 1-10114] and incorporated herein by
                reference).

                In addition to the stock-based compensation plans of the
                Registrant, the executive officers of the Registrant may
                be granted awards under stock-based compensation plans
                of the Registrants' parent, Thermo Electron Corporation,
                and its subsidiaries, for services rendered to the
                Registrant or to such affiliated corporations. Such
                plans are listed under Exhibits 10.27-10.89.

                                       22PAGE
<PAGE>
                                  EXHIBIT INDEX
 
   Exhibit
   Number       Description of Exhibit                                   Page
   ----------   -------------------------------------------------------  ----

    10.27       Thermo Electron Corporation Incentive Stock Option Plan
                (filed as Exhibit 4(d) to Thermo Electron's Registration
                Statement on Form S-8 [Reg. No. 33-8993] and
                incorporated herein by reference). (Maximum number of
                shares issuable in the aggregate under this plan and the
                Thermo Electron Nonqualified Stock Option Plan is
                9,035,156 shares, after adjustment to reflect share
                increases approved in 1984 and 1986, share decrease
                approved in 1989, and 3-for-2 stock splits effected in
                October 1986, October 1993 and May 1995).

    10.28       Thermo Electron Corporation Nonqualified Stock Option
                Plan (filed as Exhibit 4(e) to Thermo Electron'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 in the aggregate under
                this plan and the Thermo Electron Incentive Stock Option
                Plan is 9,035,156 shares, after adjustment to reflect
                share increases approved in 1984 and 1986, share
                decrease approved in 1989, and 3-for-2 stock splits
                effected in October 1986, October 1993 and May 1995).

    10.29       Thermo Electron Corporation Equity Incentive Plan (filed
                as Exhibit A to Thermo Electron'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 7,050,000 shares, after
                adjustment to reflect 3-for-2 stock splits effected in
                October 1993 and May 1995 and share increase approved in
                1994).

    10.30       Thermo Electron Corporation - Thermedics Inc.
                Nonqualified Stock Option Plan (filed as Exhibit 4 to a
                Registration Statement on Form S-8 of Thermedics [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).

    10.31       Thermo Electron Corporation - Thermo Instrument Systems
                Inc. (formerly Thermo Environmental Corporation)
                Nonqualified Stock Option Plan (filed as Exhibit 4(c) to
                the Registrant's Registration Statement on Form S-8
                [Reg. No. 33-8034] and incorporated herein by
                reference). (Maximum number of shares issuable is
                421,875 shares, after adjustment to reflect 3-for-2
                stock splits effected in July 1993 and April 1995 and
                5-for-4 stock split effected in December 1995).

                                       23PAGE
<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number       Description of Exhibit                                   Page
   ----------   -------------------------------------------------------  ----

    10.32       Thermo Electron Corporation - Thermo Instrument Systems
                Inc. Nonqualified Stock Option Plan (filed as Exhibit
                10.12 to Thermo Electron'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 600,285 shares, after
                adjustment to reflect share increase approved in 1988,
                3-for-2 stock splits effected in January 1988, July 1993
                and April 1995 and 5-for-4 stock split effected in
                December 1995).

    10.33       Thermo Electron Corporation - Thermo TerraTech Inc.
                (formerly Thermo Process Systems Inc.) Nonqualified
                Stock Option Plan (filed as Exhibit 10.13 to Thermo
                Electron'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).

    10.34       Thermo Electron Corporation - Thermo Power Corporation
                (formerly Tecogen Inc.) Nonqualified Stock Option Plan
                (filed as Exhibit 10.14 to Thermo Electron's Annual
                Report on Form 10-K for the fiscal year ended January 3,
                1987 [File No. 1-8002] and incorporated herein by
                reference). (Amended in September 1995 to extend the
                plan expiration date to December 31, 2005).

    10.35       Thermo Electron Corporation - Thermo Cardiosystems Inc.
                Nonqualified Stock Option Plan (filed as Exhibit 10.11
                to Thermo Electron'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).

    10.36       Thermo Electron Corporation - Thermo Ecotek Corporation
                (formerly Thermo Energy Systems Corporation)
                Nonqualified Stock Option Plan (filed as Exhibit 10.12
                to Thermo Electron's Annual Report on Form 10-K for the
                fiscal year ended December 29, 1990 [File No. 1-8002]
                and incorporated herein by reference).

                                       24PAGE
<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number       Description of Exhibit                                   Page
   ----------   -------------------------------------------------------  ----

    10.37       Thermo Electron Corporation - ThermoTrex Corporation
                (formerly Thermo Electron Technologies Corporation)
                Nonqualified Stock Option Plan (filed as Exhibit 10.13
                to Thermo Electron'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).

    10.38       Thermo Electron Corporation - Thermo Fibertek Inc.
                Nonqualified Stock Option Plan (filed as Exhibit 10.14
                to Thermo Electron'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 600,000 shares, after adjustment
                to reflect 2-for-1 stock split effected in September
                1992 and 3-for-2 stock split effected in September
                1995).

    10.39       Thermo Electron Corporation - Thermo Voltek Corp.
                (formerly Universal Voltronics Corp.) Nonqualified Stock
                Option Plan (filed as Exhibit 10.17 to Thermo Electron'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 57,500 shares, after adjustment to reflect 3-for-2
                stock split effected in November 1993 and share increase
                approved in September 1995).

    10.40       Thermo Electron Corporation - Thermo BioAnalysis
                Corporation Nonqualified Stock Option Plan (filed as
                Exhibit 10.31 to Thermo Power's Annual Report on Form
                10-K for the fiscal year ended September 30, 1995 [File
                No. 1-10573] and incorporated herein by reference).

    10.41       Thermo Electron Corporation - ThermoLyte Corporation
                Nonqualified Stock Option Plan (filed as Exhibit 10.32
                to Thermo Power's Annual Report on Form 10-K for the
                fiscal year ended September 30, 1995 [File No. 1-10573]
                and incorporated herein by reference).

    10.42       Thermo Electron Corporation - Thermo Remediation Inc.
                Nonqualified Stock Option Plan (filed as Exhibit 10.33
                to Thermo Power's Annual Report on Form 10-K for the
                fiscal year ended September 30, 1995 [File No. 1-10573]
                and incorporated herein by reference).

    10.43       Thermo Electron Corporation - ThermoSpectra Corporation
                Nonqualified Stock Option Plan (filed as Exhibit 10.34
                to Thermo Power's Annual Report on Form 10-K for the
                fiscal year ended September 30, 1995 [File No. 1-10573]
                and incorporated herein by reference).

                                       25PAGE
<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number       Description of Exhibit                                   Page
   ----------   -------------------------------------------------------  ----

    10.44       Thermo Electron Corporation - ThermoLase Corporation
                Nonqualified Stock Option Plan (filed as Exhibit 10.35
                to Thermo Power's Annual Report on Form 10-K for the
                fiscal year ended September 30, 1995 [File No. 1-10573]
                and incorporated herein by reference).

    10.45       Thermo Electron Corporation - ThermoQuest Corporation
                Nonqualified Stock Option Plan (filed as Exhibit 10.41
                to Thermo Cardiosystems' Annual Report on Form 10-K for
                the fiscal year ended December 30, 1995 [File No.
                1-10114] and incorporated herein by reference).

    10.46       Thermo Electron Corporation - Thermo Optek Corporation
                Nonqualified Stock Option Plan (filed as Exhibit 10.42
                to Thermo Cardiosystems' Annual Report on Form 10-K for
                the fiscal year ended December 30, 1995 [File No.
                1-10114] and incorporated herein by reference).

    10.47       Thermo Electron Corporation - Thermo Sentron Inc.
                Nonqualified Stock Option Plan (filed as Exhibit 10.43
                to Thermo Cardiosystems' Annual Report on Form 10-K for
                the fiscal year ended December 30, 1995 [File No.
                1-10114] and incorporated herein by reference).

    10.48       Thermo Electron Corporation - Trex Medical Corporation
                Nonqualified Stock Option Plan (filed as Exhibit 10.44
                to Thermo Cardiosystems' Annual Report on Form 10-K for
                the fiscal year ended December 30, 1995 [File No.
                1-10114] and incorporated herein by reference).

    10.49       Thermo Ecotek Corporation (formerly Thermo Energy
                Systems Corporation) Incentive Stock Option Plan (filed
                as Exhibit 10.18 to Thermo Electron'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 in the aggregate
                under this plan and the Thermo Ecotek Nonqualified Stock
                Option Plan is 900,000 shares, after adjustment to
                reflect share increase approved in December 1993).

    10.50       Thermo Ecotek Corporation (formerly Thermo Energy
                Systems Corporation) Nonqualified Stock Option Plan
                (filed as Exhibit 10.19 to Thermo Electron'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 in the
                aggregate under this plan and the Thermo Ecotek
                Incentive Stock Option Plan is 900,000 shares, after
                adjustment to reflect share increase approved in
                December 1993).

                                       26PAGE
<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number       Description of Exhibit                                   Page
   ----------   -------------------------------------------------------  ----

    10.51       Thermo Ecotek Corporation (formerly Thermo Energy
                Systems Corporation) Equity Incentive Plan (filed as
                Exhibit 10.39 to the Registrant's Annual Report on Form
                10-K for the fiscal year ended December 31, 1994 [File
                No. 1-9786] and incorporated herein by reference).

    10.52       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 in the
                aggregate under this plan and the Thermedics
                Nonqualified Stock Option Plan 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).

    10.53       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 in the
                aggregate under this plan and the Thermedics Incentive
                Stock Option Plan 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).

    10.54       Thermedics Inc. Equity Incentive Plan (filed as Appendix
                A to the Proxy Statement dated May 10, 1993 of
                Thermedics [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).

    10.55       Thermedics Inc. - Thermedics Detection Inc. Nonqualified
                Stock Option Plan (filed as Exhibit 10.20 to Thermo
                Electron's Annual Report on Form 10-K for the fiscal
                year ended January 2, 1993 [File No. 1-8002] and
                incorporated herein by reference).

    10.56       Thermedics Inc. - Thermo Sentron Inc. Nonqualified Stock
                Option Plan (filed as Exhibit 10.51 to Thermo
                Cardiosystems' Annual Report on Form 10-K for the fiscal
                year ended December 30, 1995 [File No. 1-10114] and
                incorporated herein by reference).

    10.57       Thermedics Detection Inc. Equity Incentive Plan (filed
                as Exhibit 10.69 to the Registrant's Annual Report on
                Form 10-K for the fiscal year ended December 31, 1994
                [File No. 1-9786] and incorporated herein by reference).

                                       27PAGE
<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number       Description of Exhibit                                   Page
   ----------   -------------------------------------------------------  ----

    10.58       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 in the aggregate under this plan and
                the Thermo Cardiosystems Nonqualified Stock Option Plan
                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).

    10.59       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 in the aggregate under this plan and
                the Thermo Cardiosystems Incentive Stock Option Plan 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).

    10.60       Thermo Cardiosystems Inc. Equity Incentive Plan (filed
                as Exhibit 10.46 to the Registrant's Annual Report on
                Form 10-K for the fiscal year ended December 31, 1994
                [File No. 1-9786] and incorporated herein by reference).

    10.61       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).

    10.62       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 increases in 1993 and 1994, 1-for-3
                reverse stock split effected in November 1992, and
                3-for-2 stock split effected in November 1993).

    10.63       Thermo Voltek Corp. Equity Incentive Plan (filed as
                Exhibit 10.49 to the Registrant's Annual Report on Form
                10-K for the fiscal year ended December 31, 1994 [File
                No. 1-9786] and incorporated herein by reference).

    10.64       Thermo Sentron Equity Incentive Plan (filed as Exhibit
                10.57 to Thermo Cardiosystems' Annual Report on Form
                10-K for the fiscal year ended December 30, 1995 [File
                No. 1-10114] and incorporated herein by reference).
                                       28PAGE
<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number       Description of Exhibit                                   Page
   ----------   -------------------------------------------------------  ----

    10.65       ThermoSpectra Corporation Equity Incentive Plan (filed
                as Exhibit 10.52 to the Registrant's Annual Report on
                Form 10-K for the fiscal year ended December 31, 1994
                [File No. 1-9786] and incorporated herein by reference).

    10.66       ThermoQuest Corporation Equity Incentive Plan (filed as
                Exhibit 10.69 to Thermo Cardiosystems' Annual Report on
                Form 10-K for the fiscal year ended December 30, 1995
                [File No. 1-10114] and incorporated herein by
                reference).

    10.67       Thermo Optek Corporation Equity Incentive Plan (filed as
                Exhibit 10.70 to Thermo Cardiosystems' Annual Report on
                Form 10-K for the fiscal year ended December 30, 1995
                [File No. 1-10114] and incorporated herein by
                reference).

    10.68       Thermo BioAnalysis Corporation Equity Incentive Plan
                (filed as Exhibit 10.67 to Thermo Cardiosystems' Annual
                Report on Form 10-K for the fiscal year ended December
                30, 1995 [File No. 1-10114] and incorporated herein by
                reference).

    10.69       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 in the aggregate under this plan and the
                ThermoTrex Nonqualified Stock Option Plan is 1,945,000
                shares, after adjustment to reflect share increases
                approved in 1992 and 1993 and 3-for-2 stock split
                effected in October 1993).

    10.70       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 in the aggregate under this plan and the
                ThermoTrex Incentive Stock Option Plan is 1,945,000
                shares, after adjustment to reflect share increases
                approved in 1992 and 1993 and 3-for-2 stock split
                effected in October 1993).

    10.71       ThermoTrex Corporation - ThermoLase Corporation
                (formerly ThermoLase Inc.) Nonqualified Stock Option
                Plan (filed as Exhibit 10.53 to ThermoTrex's Annual
                Report on Form 10-K for the fiscal year ended January 1,
                1994 [File No. 1-10791] and incorporated herein by
                reference).

                                       29PAGE
<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number       Description of Exhibit                                   Page
   ----------   -------------------------------------------------------  ----

    10.72       ThermoTrex Corporation - Trex Medical Corporation
                Nonqualified Stock Option Plan (filed as Exhibit 10.73
                to Thermo Cardiosystems' Annual Report on Form 10-K for
                the fiscal year ended December 30, 1995 [File No.
                1-10114] and incorporated herein by reference).

    10.73       ThermoLase Corporation (formerly ThermoLase Inc.)
                Incentive Stock Option Plan (filed as Exhibit 10.55 to
                ThermoTrex's Annual Report on Form 10-K for the fiscal
                year ended January 1, 1994 [File No. 1-10791] and
                incorporated herein by reference). (Maximum number of
                shares issuable in the aggregate under this plan and the
                ThermoLase Nonqualified Stock Option Plan is 2,800,000
                shares, after adjustment to reflect share increase
                approved in 1993 and 2-for-1 stock splits effected in
                March 1994 and June 1995).

    10.74       ThermoLase Corporation (formerly ThermoLase Inc.)
                Nonqualified Stock Option Plan (filed as Exhibit 10.54
                to ThermoTrex's Annual Report on Form 10-K for the
                fiscal year ended January 1, 1994 [File No. 1-10791] and
                incorporated herein by reference). (Maximum number of
                shares issuable in the aggregate under this plan and the
                ThermoLase Incentive Stock Option Plan is 2,800,000
                shares, after adjustment to reflect share increase
                approved in 1993 and 2-for-1 stock splits effected in
                March 1994 and June 1995).

    10.75       ThermoLase Corporation Equity Incentive Plan (filed as
                Exhibit 10.81 to Thermo TerraTech's (formerly Thermo
                Process') Annual Report on Form 10-K for the fiscal year
                ended April 1, 1995 [File No. 1-9549] and incorporated
                herein by reference).

    10.76       Trex Medical Corporation Equity Incentive Plan (filed as
                Exhibit 10.77 to Thermo Cardiosystems' Annual Report on
                Form 10-K for the fiscal year ended December 30, 1995
                [File No. 1-10114] and incorporated herein by
                reference).

    10.77       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).

    10.78       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).

    10.79       Thermo Fibertek Inc. Equity Incentive Plan (filed as
                Exhibit 10.60 to the Registrant's Annual Report on Form
                10-K for the fiscal year ended December 31, 1994 [File
                No. 1-9786] and incorporated herein by reference).

                                       30PAGE
<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number       Description of Exhibit                                   Page
   ----------   -------------------------------------------------------  ----

    10.80       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 in the aggregate
                under this plan and the Thermo Power Nonqualified Stock
                Option Plan is 950,000 shares, after adjustment to
                reflect share increases approved in 1990, 1992 and
                1993).

    10.81       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 in the
                aggregate under this plan and the Thermo Power Incentive
                Stock Option Plan is 950,000 shares, after adjustment to
                reflect share increases approved in 1990, 1992 and
                1993).

    10.82       Thermo Power Corporation Equity Incentive Plan (filed as
                Exhibit 10.63 to the Registrant's Annual Report on Form
                10-K for the fiscal year ended December 31, 1994 [File
                No. 1-9786] and incorporated herein by reference).

    10.83       Thermo Power Corporation - ThermoLyte Corporation
                Nonqualified Stock Option Plan (filed as Exhibit 10.84
                to Thermo Cardiosystems' Annual Report on Form 10-K for
                the fiscal year ended December 30, 1995 [File No.
                1-10114] and incorporated herein by reference).

    10.84       ThermoLyte Corporation Equity Incentive Plan (filed as
                Exhibit 10.71 to Thermo Power's Annual Report on Form
                10-K for the fiscal year ended September 30, 1995 [File
                No. 1-10573] and incorporated herein by reference).

    10.85       Thermo TerraTech Inc. (formerly Thermo Process Systems
                Inc.) Incentive Stock Option Plan (filed as Exhibit
                10(h) to Thermo TerraTech's Registration Statement on
                Form S-1 [Reg. No. 33-6763] and incorporated herein by
                reference). (Maximum number of shares issuable in the
                aggregate under this plan and the Thermo TerraTech
                Nonqualified Stock Option Plan 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).



                                       31PAGE
<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number       Description of Exhibit                                   Page
   ----------   -------------------------------------------------------  ----

    10.86       Thermo TerraTech Inc. (formerly Thermo Process Systems
                Inc.) Nonqualified Stock Option Plan (filed as Exhibit
                10(i) to Thermo TerraTech's Registration Statement on
                Form S-1 [Reg. No. 33-6763] and incorporated herein by
                reference). (Maximum number of shares issuable in the
                aggregate under this plan and the Thermo TerraTech
                Incentive Stock Option Plan 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).

    10.87       Thermo TerraTech Inc. (formerly Thermo Process Systems
                Inc.) Equity Incentive Plan [filed as Exhibit 10.63 to
                Thermedics' Annual Report on Form 10-K for the fiscal
                year ended January 1, 1994 [File No. 1-9567] and
                incorporated herein by reference.) (Maximum number of
                shares issuable is 1,750,000 shares, after adjustment to
                reflect share increase approved in 1994).

    10.88       Thermo TerraTech Inc. (formerly Thermo Process Systems
                Inc.) - Thermo Remediation Inc. Nonqualified Stock
                Option Plan (filed as Exhibit 10(l) to Thermo
                TerraTech's Quarterly Report on Form 10-Q for the fiscal
                quarter ended January 1, 1994 [File No. 1-9549] and
                incorporated herein by reference).

    10.89       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).

    11          Statement re: Computation of earnings per share.

    13          Annual Report to Shareholders for the year ended
                December 30, 1995 (only those portions incorporated
                herein by reference).

    21          Subsidiaries of the Registrant.

    23          Consent of Arthur Andersen LLP.

    27          Financial Data Schedule.