Sec Form 4/A Filing - HOWE BARRY S @ THERMO ELECTRON CORP - 2003-07-31

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person HOWE BARRY S 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 (Last) (First) (Middle) 81 WYMAN STREET, P.O. BOX 9046 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2003 (Street) WALTHAM, MA024549046 4. If Amendment, Date Original Filed (MM/DD/YY) 08/04/2003 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 07/31/2003 M 1,400 A $ 10.86 22,647 D Common Stock 07/31/2003 M 16,000 A $ 15.82 38,647 D Common Stock 07/31/2003 M 25,000 A $ 13.51 63,647 D Common Stock 07/31/2003 M 5,000 A $ 11.89 68,647 D Common Stock 07/31/2003 M 8,500 A $ 5.87 77,147 D Common Stock 07/31/2003 M 20,000 A $ 7.7 97,147 D Common Stock 07/31/2003 M 9,000 A $ 13.71 106,147 D Common Stock 07/31/2003 M 6,000 A $ 12.1 112,147 D Common Stock 07/31/2003 S 88,900 D $ 22.15 23,247 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 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 ) $ 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 ) $ 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 ) $ 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 ) $ 10.87 03/10/1998 03/10/2010 Common Stock 3,098 3,098 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOWE BARRY S 81 WYMAN STREET P.O. BOX 9046 WALTHAM, MA024549046 VP, Measurement & Control Signatures By: Barbara J. Lucas, Attorney-in-Fact for Barry S. Howe 04/23/2004 Signature of Reporting Person Date

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 15,634 shares of TMO Common Stock and 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.

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.