SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOWE BARRY S

(Last)

(First)

(Middle)

81 WYMAN STREET

P.O. BOX 9046

(Street)

WALTHAM

024549046

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
THERMO ELECTRON CORP [ TMO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Measurement & Control

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/31/2003		M		1,400	A	$10.86	38,281	D
Common Stock	07/31/2003		M		16,000	A	$15.82	54,281	D
Common Stock	07/31/2003		M		25,000	A	$13.51	79,281	D
Common Stock	07/31/2003		M		5,000	A	$11.89	84,281	D
Common Stock	07/31/2003		M		8,500	A	$5.87	92,781	D
Common Stock	07/31/2003		M		20,000	A	$7.7	112,781	D
Common Stock	07/31/2003		M		9,000	A	$13.71	121,781	D
Common Stock	07/31/2003		M		6,000	A	$12.1	127,781	D
Common Stock	07/31/2003		S		88,900	D	$22.15	38,881	D
Common Stock								2,898	I	By 401(k)
Common Stock								258	I	Cust/Minor Son 1
Common Stock								258	I	Cust/Minor Son 2

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)⁽¹⁾	$13.71	07/31/2003		M			9,000	09/25/1998	09/25/2003	Common Stock	9,000	$0	884	D
Stock Option (Right to Buy)⁽¹⁾	$12.1	07/31/2003		M			6,000	09/15/1999	09/15/2004	Common Stock	6,000	$0	178	D
Stock Option (Right to Buy)⁽¹⁾	$15.82	07/31/2003		M			16,000	12/14/1993	12/14/2005	Common Stock	16,000	$0	2,316	D
Stock Option (Right to Buy)⁽¹⁾	$13.51	07/31/2003		M			25,000	12/16/1993	12/16/2005	Common Stock	25,000	$0	5,093	D
Stock Option (Right to Buy)⁽¹⁾	$11.89	07/31/2003		M			5,000	01/10/1996	01/10/2008	Common Stock	5,000	$0	38,008	D
Stock Option (Right to Buy)⁽¹⁾	$5.87	07/31/2003		M			8,500	01/31/1996	01/31/2008	Common Stock	8,500	$0	15,616	D
Stock Option (Right to Buy)⁽¹⁾	$10.86	07/31/2003		M			1,400	04/11/1996	04/11/2008	Common Stock	1,400	$0	2,692	D
Stock Option (Right to Buy)⁽¹⁾	$7.7	07/31/2003		M			20,000	05/20/1998	05/20/2010	Common Stock	20,000	$0	47,936	D
Stock Option (Right to Buy)⁽¹⁾	$12.74							09/22/1999	09/22/2004	Common Stock	524		524	D
Stock Option (Right to Buy)⁽¹⁾	$14.3							01/21/1998	01/21/2005	Common Stock	336		336	D
Stock Option (Right to Buy)⁽¹⁾	$21.2							01/21/1998	01/21/2005	Common Stock	450		450	D
Stock Option (Right to Buy)⁽¹⁾	$19.15							12/14/1993	12/14/2005	Common Stock	918		918	D
Stock Option (Right to Buy)⁽¹⁾	$24.54							12/14/1993	12/14/2005	Common Stock	1,279		1,279	D
Stock Option (Right to Buy)⁽¹⁾	$31.26							12/14/1993	12/14/2005	Common Stock	1,046		1,046	D
Stock Option (Right to Buy)⁽¹⁾	$42.07							12/14/1993	12/14/2005	Common Stock	673		673	D
Stock Option (Right to Buy)⁽¹⁾	$8.49							12/14/1993	12/14/2005	Common Stock	645		645	D
Stock Option (Right to Buy)⁽¹⁾	$10.99							12/14/1993	12/14/2005	Common Stock	450		450	D
Stock Option (Right to Buy)⁽¹⁾	$7.2							10/25/1994	10/25/2006	Common Stock	1,140		1,140	D
Stock Option (Right to Buy)⁽¹⁾	$17.25							11/28/1994	11/28/2006	Common Stock	13,083		13,083	D
Stock Option (Right to Buy)⁽¹⁾	$148.21							11/28/1995	11/28/2007	Common Stock	395		395	D
Stock Option (Right to Buy)⁽¹⁾	$12.23							01/21/1998	01/21/2008	Common Stock	81		81	D
Stock Option (Right to Buy)⁽¹⁾	$12.32							01/21/1998	01/21/2008	Common Stock	161		161	D
Stock Option (Right to Buy)⁽¹⁾	$15.55							03/11/1996	03/11/2008	Common Stock	959		959	D
Stock Option (Right to Buy)⁽¹⁾	$124.85							03/11/1996	03/11/2008	Common Stock	186		186	D
Stock Option (Right to Buy)⁽¹⁾	$22.47							⁽²⁾	03/14/2008	Common Stock	25,843		25,843	D
Stock Option (Right to Buy)⁽¹⁾	$14.28							09/12/1996	09/12/2008	Common Stock	746		746	D
Stock Option (Right to Buy)⁽¹⁾	$28.09							03/10/1998	03/10/2010	Common Stock	2,386		2,386	D
Stock Option (Right to Buy)⁽¹⁾	$29.38							03/10/1998	03/10/2010	Common Stock	2,541		2,541	D
Stock Option (Right to Buy)⁽¹⁾	$10.87							03/10/1998	03/10/2010	Common Stock	3,098		3,098	D

Explanation of Responses:

1. Since the date of the reporting person's last ownership report, he has entered into a domestic relations order regarding the transfer of the economic benefits of a total of 205,402 employee stock options to his former spouse. The options subject to the order constitute portions of grants made to the reporting person on dates ranging from December 14, 1993 through March 14, 2001. Pursuant to the order, the economic benefits of a total of 133,731 of these options have been transferred as of the date of this report and the economic benefits of the balance of the options will be transferred in specified increments as the options vest at various times through 2008. Because the reporting person lacks beneficial ownership in the options subject to the order, these options are no longer included in the reporting person's Section 16 reports.

2. The option vests in three equal annual installments beginning on March 14, 2002.

Remarks:

	By: Barbara J. Lucas, Attorney-in-Fact for B. Howe	08/04/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.