SECURITIES AND EXCHANGE COMMISSION



                             Washington, D.C. 20549
                   -------------------------------------------


                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934




                                 Date of Report

                             (Date of earliest event
                                   reported):



                                February 4, 2004

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

Delaware                                                     1-8002                                                04-2209186
(State or other jurisdiction of                     (Commission File Number)                  (I.R.S. Employer Identification
incorporation or organization)                                                                                        Number)

                          81 Wyman Street, P.O. Box 9046
                              Waltham, Massachusetts                                                               02454-9046
                     (Address of principal executive offices)                                                      (Zip Code)



                                 (781) 622-1000
                             (Registrant's telephone
                                     number
                              including area code)





     This Current Report on Form 8-K contains  forward-looking  statements  that
involve a number of risks and uncertainties.  Important factors that could cause
actual results to differ materially from those indicated by such forward-looking
statements are set forth under the heading "Forward  Looking  Statements" in the
Registrant's  Quarterly  Report on Form 10-Q for the quarter ended September 27,
2003. These include risks and uncertainties  relating to the need to develop new
products and adapt to significant  technological change, dependence on customers
that operate in cyclical  industries,  general worldwide  economic slow down and
related  uncertainties,  the  effect of  changes  in  governmental  regulations,
dependence  on  customers'  capital  spending  policies and  government  funding
policies, use and protection of intellectual  property,  retention of contingent
liabilities  from  businesses  we sold,  integration  and  consolidation  of our
instrument businesses, realization of potential future savings from new sourcing
initiatives,  implementation  of a  new  branding  strategy,  implementation  of
strategies  for  improving   internal  growth,   the  effect  of  exchange  rate
fluctuations on international operations,  and potential impairment of goodwill.
While we may elect to update  forward-looking  statements  at some  point in the
future, we specifically  disclaim any obligation to do so, even if our estimates
change and, therefore,  you should not rely on these forward-looking  statements
as representing our views as of any date subsequent to today.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (a) Financial Statements of Business Acquired: Not applicable.

         (b) Pro Forma Financial Information: Not applicable.

         (c) Exhibits

                  99       Press Release dated February 4, 2004.

Item 9.  Regulation FD Disclosure  (Information  furnished  pursuant to Item 12,
"Disclosure of Results of Operations and Financial Condition").

     On February 4, 2004, the Registrant announced its financial results for the
fiscal  quarter and year ended  December  31,  2003.  The full text of the press
release issued in connection with the announcement is attached hereto as Exhibit
99 to this Form 8-K and incorporated herein by reference.

     In accordance with the procedural guidance in SEC Release No. 33-8216,  the
information  contained in this Form 8-K and Exhibit 99 attached  hereto is being
furnished under "Item 9.  Regulation FD Disclosure"  rather than under "Item 12.
Disclosure of Results of Operations and Financial  Condition."  The  information
shall not be  deemed  "filed"  for  purposes  of  Section  18 of the  Securities
Exchange  Act  of  1934  (the  "Exchange  Act")  or  otherwise  subject  to  the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing  under the  Securities  Act of 1933 or the  Exchange  Act,  except as
expressly set forth by specific reference in such a filing.






                                    SIGNATURE


     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 5th day of February 2004.

                                        THERMO ELECTRON CORPORATION


                                        By:     /s/ Kenneth J. Apicerno
                                        ---------------------------------------
                                        Kenneth J. Apicerno
                                        Treasurer