Exhibit 4.3



                           THERMO ELECTRON CORPORATION

                       Amendment No. 1 to Rights Agreement



     THIS  AMENDMENT  NO. 1,  executed as of  February  7, 2002,  is made to the
RIGHTS AGREEMENT, dated as of October 29, 2001 (the "Agreement"), between Thermo
Electron Corporation, a Delaware corporation (the "Company"), and American Stock
Transfer & Trust Company, a New York banking  corporation,  as Rights Agent (the
"Rights Agent").

     In  accordance  with the  provisions  of Section 27 of the  Agreement,  the
Agreement is hereby amended as follows:

     1. Section 23 is amended by adding the  following new  subparagraph  (d) at
the end thereof:

     "(d) The  Shareholder  Rights  Plan  Committee  of the  Company's  Board of
          Directors shall review this Agreement in order to consider whether the
          maintenance of this Agreement continues to be in the best interests of
          the Company and its  stockholders.  The  committee  shall conduct such
          review periodically when, as and in such manner as the committee deems
          appropriate,  after giving due regard to all  relevant  circumstances;
          provided,  however, that the committee shall take such action at least
          once every three years. Following each such review, the committee will
          report  its  conclusions  to the Board of  Directors  of the  Company,
          including  any  recommendation  in light  thereof as to  whether  this
          Agreement  should be modified or the Rights  should be  redeemed.  The
          committee  is  authorized  to retain  such  legal  counsel,  financial
          advisors and other  advisors as the  committee  deems  appropriate  in
          order  to  assist  the   committee  in  carrying  out  its   foregoing
          responsibilities under this Agreement.  The committee shall consist of
          directors  who are eligible to serve on the  committee  in  accordance
          with the Company's bylaws."

     2. Except as amended hereby, the Agreement shall remain unchanged and shall
remain in full force and effect.

     3. This Amendment may be executed in any number of counterparts and each of
such  counterparts  shall for all purposes be deemed to be an original,  and all
such counterparts shall together constitute but one and the same instrument.






     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed as of the day and year first above written.

Attest:                                 THERMO ELECTRON CORPORATION



By:                                       By:
Name:                                    Name:
Title:                                  Title:



Attest:                                 AMERICAN STOCK TRANSFER & TRUST COMPANY



By:                                   By:
Name:                                 Name:
Title:                                Title: