SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                   __________________________________________

                         AMENDMENT NO. 1 ON FORM 10-K/A
   (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.PAGE
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   Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K
             ----------------------------------------------------------------
       

   (c)  Exhibits.
        --------

        Attached is Exhibit 27.1, the Financial Data Schedule, which restates
   the previously filed 1994 Financial Data Schedule due to operations that
   were discontinued in 1995.  Exhibit 27.1 was not previously filed with the
   Registrant's 1995 Form 10-K on March 12, 1996.
































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                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934,
   the Registrant has duly caused this report to be signed on its behalf by
   the undersigned, thereunto duly authorized, on this 28th day of March 1996.


                                           THERMO INSTRUMENT SYSTEMS INC.


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




























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