UNITED STATES
                       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):

                                  July 27, 2005
                    ----------------------------------------

                           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)



                                                                          Page 2

         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 fiscal
quarter ended April 2, 2005. 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 conditions 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;
exposure to product liability claims in excess of insurance coverage; retention
of contingent liabilities from businesses that the Registrant sold; realization
of future savings from new productivity initiatives; implementation of the
Registrant's branding strategy; implementation of strategies for improving
internal growth; the effect of exchange rate fluctuations on international
operations; identification, completion and integration of new acquisitions and
potential impairment of goodwill from previous acquisitions. While the
Registrant may elect to update forward-looking statements at some point in the
future, it specifically disclaims any obligation to do so, and, therefore, these
forward-looking statements should not be relied upon as representing the
Registrant's views as of any date subsequent to the date of this Current Report
on Form 8-K.

Item 2.02 Results of Operations and Financial Condition.

         On July 27, 2005, the Registrant announced its financial results for
the fiscal quarter ended July 2, 2005. The full text of the press release issued
in connection with the announcement is attached as Exhibit 99.1 to this Form 8-K
and incorporated herein by reference.

         The information contained in this Form 8-K (including Exhibit 99.1)
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.


Item 9.01.  Financial Statements and Exhibits.

(c)      Exhibits

The following Exhibit relating to Item 2.02 shall be deemed "furnished", and not
"filed":

         99.1     Press Release dated July 27, 2005.



                                                                          Page 3

                                    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 27th day of July, 2005.


                                        THERMO ELECTRON CORPORATION


                                        By: /s/ Peter E. Hornstra
                                        ---------------------------------------
                                            Peter E. Hornstra
                                            Corporate Controller and. Chief
                                            Accounting Officer


[THERMO ELECTRON CORPORATION LOGO]
                                                                            NEWS

FOR IMMEDIATE RELEASE
Media Contact Information:                      Investor Contact Information:

Lori Gorski                                     Kenneth J. Apicerno
Phone:       781-622-1242                       Phone:   781-622-1111
E-mail:    lori.gorski@thermo.com               E-mail:  ken.apicerno@thermo.com
           ----------------------                        -----------------------
Website:   www.thermo.com



     Thermo Electron Reports 24% Revenue Growth and Strong Operating Results
                             in Second Quarter 2005


WALTHAM,  Mass., July 27, 2005 - Thermo Electron  Corporation  (NYSE: TMO) today
reported  revenues of $654 million in the second quarter of 2005,  compared with
$525 million in 2004 - a 24% increase. The revenue growth includes the effect of
acquisitions  (15%) and currency  translation  (2%).  GAAP diluted  earnings per
share (EPS) were $.37 in the 2005  quarter,  compared  with $.54 in the year-ago
period  (which  included  a gain of $.24  from  discontinued  operations).  GAAP
operating  income in 2005  decreased  10%, and GAAP  operating  margin was 8.1%,
versus 11.2% in 2004, due to amortization  and purchase  accounting  adjustments
related to recent acquisitions.

Adjusted EPS grew 24% to $.36 in the second quarter of 2005,  compared with $.29
in the year-ago  quarter.  Adjusted  operating  income  increased  31% to record
second  quarter  levels since the  company's  reorganization  in 2000.  Adjusted
operating margin rose to 13.2%, versus 12.5% in 2004.

Adjusted  EPS,  adjusted  operating  income and  adjusted  operating  margin are
non-GAAP  measures that exclude  certain items detailed at the end of this press
release under the heading, "Use of Non-GAAP Financial Measures."

Second Quarter Highlights

|X|  Revenues  grew 24%
|X|  Adjusted  EPS  increased  24%
|X|  Adjusted  operating income rose 31%
|X|  Integration of recent acquisitions  progressing well, adding more than $400
     million in annual revenues
|X|  New-generation hybrid mass spectrometer introduced

"We  had  excellent  performance  this  quarter,  with  considerable  growth  in
revenues,  adjusted EPS and adjusted  operating income," said Marijn E. Dekkers,
president and chief executive officer of Thermo Electron. "Higher demand for our
products and  services  across the board was driven by  improvement  in our life
sciences markets and continued strength in industrial and environmental markets.

"As we expected,  Thermo is clearly gaining  momentum going into the second half
of 2005. The integration of the Kendro, Niton and R&P acquisitions is proceeding
very well.  In  addition,  our  aggressive  internal  R&D  efforts  continue  to
distinguish Thermo as the technology  leader,  with the recent launch of our LTQ
Orbitrap(TM)  hybrid  system  hailed  the  most  significant  mass  spectrometry
breakthrough  since the  introduction of the ion trap. By extending our range of
integrated  solutions,  we are enabling our customers to push the limits of what
they can accomplish in their laboratory, manufacturing and field applications."


Mr. Dekkers added, "These results put us on track to achieve the growth goals we
have set for the year. To reiterate,  we expect to report  adjusted EPS of $1.49
to $1.54 in 2005, an increase of 19 to 23% over last year's $1.25.  We expect to
report a 20 to 22% increase in revenues for the full year, in the range of $2.65
to $2.69  billion."  (This adjusted EPS guidance,  which is a non-GAAP  measure,
excludes  approximately  $.11 of expense per quarter  from the  amortization  of
acquisition-related  intangible  assets for acquisitions  completed  through the
first half of 2005 and  certain  other  items  detailed at the end of this press
release under the heading, "Use of Non-GAAP Financial Measures.")

Life and Laboratory Sciences


The Life and Laboratory Sciences segment reported a 32% revenue increase in the
second quarter of 2005 to $487 million, versus $370 million in the 2004 quarter.
GAAP operating income for the segment declined 8% in the 2005 quarter, and GAAP
operating margin was 10.1%, versus 14.4% a year ago. Adjusted operating income
grew 35% in the 2005 period, and adjusted operating margin increased to 16.0%,
compared with 15.6% in 2004.

Measurement and Control


Revenues in the  Measurement  and Control segment grew 7% to $166 million in the
second  quarter of 2005,  compared with $155 million a year ago. GAAP  operating
income for the segment  decreased  3% in the 2005  quarter,  and GAAP  operating
margin was 7.3%, compared with 8.0% last year. Adjusted operating income grew 9%
in the 2005 period,  and adjusted  operating margin increased to 9.5%, over 9.3%
in 2004.

Use of Non-GAAP Financial Measures


In addition to the  financial  measures  prepared in accordance  with  generally
accepted  accounting  principles  (GAAP),  we  use  certain  non-GAAP  financial
measures,  including  adjusted  EPS,  adjusted  operating  income  and  adjusted
operating  margin,  which  exclude  restructuring  and  other  costs/income  and
amortization of acquisition-related intangible assets. Adjusted EPS and adjusted
operating   income  also   exclude   certain   other   gains  and  losses,   tax
provisions/benefits  related to the  previous  items,  benefits  from tax credit
carryforwards  and the impact of the  resolution of significant  tax audits.  In
addition, our adjusted EPS guidance excludes results of pending acquisitions and
the impact of accounting  principles not yet adopted. We exclude the above items
because they are outside of our normal operations  and/or, in certain cases, are
difficult  to  forecast  accurately  for future  periods.  We  believe  that the
inclusion of such measures helps investors to gain a better understanding of our
core  operating  results and future  prospects,  consistent  with how management
measures and forecasts the company's performance, especially when comparing such
results to previous periods or forecasts.

Specifically:


We exclude costs and tax effects associated with restructuring activities,  such
as reducing overhead and consolidating  facilities, in connection with the final
phase of our overall  reorganization,  which we substantially completed in 2004.
We believe  that the costs  related to these  restructuring  activities  are not
indicative of our normal operating costs.

We exclude charges  relating to the sale of inventories  revalued at the date of
acquisition,  as we  believe  these  charges  are not  indicative  of our normal
operating costs.

We exclude  the  expense and tax effects  associated  with the  amortization  of
acquisition-related  intangible  assets  because a  significant  portion  of the
purchase price for acquisitions may be allocated to intangible  assets that have
lives of 5 to 10 years. Exclusion of the amortization expense allows comparisons
of operating  results that are consistent  over time for both our newly acquired
and long-held  businesses and with both  acquisitive  and  non-acquisitive  peer
companies.



We also exclude certain gains/losses and related tax effects,  benefits from tax
credit carryforwards and the impact of the resolution of significant tax audits,
which are  either  isolated  or  cannot  be  expected  to occur  again  with any
regularity  or  predictability  and that we believe  are not  indicative  of our
normal operating gains and losses. We exclude  gains/losses from the sale of our
equity  interests in Newport  Corporation and Thoratec  Corporation,  as well as
other  items  such  as the  sale of a  business  or real  estate  and the  early
retirement of debt. (During the quarter, we sold our remaining shares of Newport
and Thoratec.)


Thermo's management uses these non-GAAP measures,  in addition to GAAP financial
measures,  as the basis for measuring the company's core  operating  performance
and comparing such  performance to that of prior periods and to the  performance
of our competitors. Such measures are also used by management in their financial
and operating decision-making and for compensation purposes.


The non-GAAP  financial  measures of Thermo's results of operations  included in
this press  release are not meant to be  considered  superior to or a substitute
for  Thermo's   results  of  operations   prepared  in  accordance   with  GAAP.
Reconciliations  of  such  non-GAAP  financial  measures  to the  most  directly
comparable  GAAP financial  measures are set forth in the  accompanying  tables.
Thermo's earnings guidance,  however,  is only provided on an adjusted basis. It
is not feasible to provide GAAP EPS guidance  because the items excluded,  other
than the  amortization  expense,  are  difficult to predict and estimate and are
primarily  dependent on future  events,  such as the timing of completion of and
results from pending  acquisitions,  the impact of accounting principles not yet
adopted  and   decisions   concerning   the  location  and  timing  of  facility
consolidations.


Conference Call


Thermo Electron will hold its earnings  conference call today,  July 27, at 9:00
a.m. Eastern time. To listen, dial 888-872-9028 within the U.S., or 973-633-6740
outside  the U.S.  You may also  listen to the call live on the Web by  visiting
http://www.thermo.com.  Click on  "About  Thermo,"  then  "Investors."  An audio
archive  of the call will be  available  in that  section  of our Web site until
Friday,  August 26, 2005. You will also find this press  release,  including the
accompanying  reconciliation of non-GAAP financial  measures,  under the heading
"Press Releases," and related information under the heading "Financial Reports,"
in the Investors section of our Web site.


About Thermo Electron


Thermo Electron Corporation is the world leader in analytical  instruments.  Our
instrument solutions enable our customers to make the world a healthier, cleaner
and  safer  place.  Thermo's  Life  and  Laboratory  Sciences  segment  provides
analytical  instruments,  scientific equipment,  services and software solutions
for  life  science,  drug  discovery,  clinical,  environmental  and  industrial
laboratories. Thermo's Measurement and Control segment is dedicated to providing
analytical  instruments  used  in  a  variety  of  manufacturing  processes  and
in-the-field  applications,  including those associated with safety and homeland
security.  Based near  Boston,  Massachusetts,  Thermo has revenues of more than
$2.7 billion, and employs approximately 11,000 people in 30 countries.  For more
information, visit www.thermo.com.

The following constitutes a "Safe Harbor" statement under the Private Securities
Litigation  Reform Act of 1995:  This  press  release  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  company's  Quarterly  Report  on Form  10-Q for the  fiscal
quarter ended April 2, 2005. 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  conditions  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;
exposure to product liability claims in excess of insurance coverage;  retention
of contingent  liabilities  from  businesses we sold;  realization  of potential
future savings from new productivity initiatives; implementation of our branding
strategy; implementation of strategies for improving internal growth; the effect
of exchange  rate  fluctuations  on  international  operations;  identification,
completion  and  integration  of new  acquisitions  and potential  impairment of
goodwill  from  previous  acquisitions.  We undertake no  obligation to publicly
update any  forward-looking  statement,  whether as a result of new information,
future events or otherwise.





                                                                                                           
Consolidated Statement of Income (unaudited)
                                                                                      Three Months Ended
                                                               ---------------------------------------------------------------
                                                                        July 2, 2005                     July 3, 2004
                                                                --------------------------------------------------------------
(In thousands except per share amounts)                          Reported (a)    Adjusted (b)     Reported (a)     Adjusted (b)
------------------------------------------------------------------------------------------------------------------------------
Revenues                                                           $ 653,621       $ 653,621        $ 525,309       $ 525,309
                                                               --------------   -------------   --------------   -------------
Costs and Operating Expenses:
   Cost of revenues (c)                                              366,166         354,701          286,424         286,088
   Selling, general and administrative expenses                      173,484         173,484          140,864         140,864
   Amortization of acquisition-related intangible assets              19,109               -            5,644               -
   Research and development expenses                                  39,432          39,432           32,592          32,592
   Restructuring and other costs, net (d)                              2,216               -              815               -
                                                               --------------   -------------   --------------   -------------
                                                                     600,407         567,617          466,339         459,544
                                                               --------------   -------------   --------------   -------------

Operating Income                                                      53,214          86,004           58,970          65,765
Interest Income                                                        2,591           2,591            1,666           1,666
Interest Expense                                                      (7,287)         (7,287)          (2,694)         (2,694)
Other Income, Net (e)                                                 30,200           2,606           11,695           3,702
                                                               --------------   -------------   --------------   -------------

Income from Continuing Operations Before Income Taxes                 78,718          83,914           69,637          68,439
Provision for Income Taxes (f)                                       (21,958)        (25,120)         (19,058)        (19,843)
                                                               --------------   -------------   --------------   -------------

Income from Continuing Operations                                     56,760          58,794           50,579          48,596
Income from Discontinued Operations (includes income tax
  benefit of $36,927 in 2004)                                              -               -           40,501               -
Gain on Disposal of Discontinued Operations (net of income tax
  provision of $2,034 in 2005)                                         3,463               -                -               -
                                                               --------------   -------------   --------------   -------------

Net Income                                                         $  60,223       $  58,794        $  91,080       $  48,596
                                                               ==============   =============   ==============   =============
Earnings per Share from Continuing Operations:
    Basic                                                          $     .35                        $     .31
                                                               ==============                   ==============
    Diluted                                                        $     .35                        $     .30
                                                               ==============                   ==============

Earnings per Share:
    Basic                                                          $     .37                        $     .55
                                                               ==============                   ==============
    Diluted                                                        $     .37       $     .36        $     .54       $      .29
                                                               ==============   =============   ==============   =============
Weighted Average Shares:
    Basic                                                            161,255                          165,571
                                                               ==============                   ==============
    Diluted                                                          164,658         164,658          170,521         170,521
                                                               ==============   =============   ==============   =============

   

(a)  Reported results were determined in accordance with U.S. generally accepted
     accounting principles (GAAP).
(b)  Adjusted  results are  non-GAAP  measures  and  exclude  charges to cost of
     revenues (note c), amortization of  acquisition-related  intangible assets,
     restructuring and other costs/income (note d), certain other income/expense
     (note e),  the tax  consequences  of these  items  (note f) and  results of
     discontinued operations.
(c)  Reported  results  in 2005  include  $11,465  of  charges  for the  sale of
     inventories  revalued at the date of acquisition.  Reported results in 2004
     include  $275 of charges  for  accelerated  depreciation  on  manufacturing
     equipment being abandoned due to facility consolidations and $61 of charges
     for the sale of inventories revalued at the date of acquisition.
(d)  Reported results in 2005 include  restructuring  and other items consisting
     principally of severance and abandoned  facility and other expenses of real
     estate  consolidation,  net of a gain on the sale of a  building.  Reported
     results  in  2004  include   restructuring   and  other  items   consisting
     principally  of severance,  abandoned  facility and other  expenses of real
     estate  consolidation,  gain on the sale of a business  and  legal/advisory
     fees associated with a reorganization of the company's non-U.S.  subsidiary
     structure.
(e)  Reported  results  include $27,594 and $7,993 of net gains from the sale of
     shares of Newport Corporation and Thoratec Corporation in 2005 and Thoratec
     Corporation in 2004, respectively.
(f)  Adjusted  provision for income taxes  excludes  $3,162 of  incremental  tax
     benefit  and  $115  of   incremental   tax  provision  in  2005  and  2004,
     respectively,  for the  items  in (b)  through  (e) and $900 in 2004 of tax
     benefit  resulting  from  a  reorganization  of  the  company's  subsidiary
     structure in Europe.




                                                                                                                
Segment Data (g)(h)(i)(l)                                                                            Three Months Ended
                                                                                                ------------------------------
(In thousands except percentage amounts)                                                          July 2, 2005    July 3, 2004
------------------------------------------------------------------------------------------------------------------------------
Life and Laboratory Sciences
  Revenues                                                                                          $ 487,462       $ 369,823
                                                                                                --------------   -------------

  GAAP Operating Income                                                                                49,075          53,311
  Cost of Revenue Charges (j)                                                                          11,232             275
  Restructuring and Other Items (k)                                                                      (160)           (779)
  Amortization of Acquisition-related Intangible Assets                                                17,773           4,963
                                                                                                --------------   -------------

  Adjusted Operating Income                                                                         $  77,920       $  57,770
                                                                                                --------------   -------------
 
  GAAP Operating Margin                                                                                 10.1%           14.4%
  Adjusted Operating Margin                                                                             16.0%           15.6%

Measurement and Control
  Revenues                                                                                          $ 166,159       $ 155,486
                                                                                                --------------   -------------

  GAAP Operating Income                                                                                12,093          12,415
  Cost of Revenue Charges (j)                                                                             233              61
  Restructuring and Other Items (k)                                                                     2,168           1,299
  Amortization of Acquisition-related Intangible Assets                                                 1,335             681
                                                                                                --------------   -------------

  Adjusted Operating Income                                                                         $  15,829       $  14,456
                                                                                                --------------   -------------
 
  GAAP Operating Margin                                                                                  7.3%            8.0%
  Adjusted Operating Margin                                                                              9.5%            9.3%


Consolidated (including Corporate Costs)
  Revenues                                                                                          $ 653,621       $ 525,309
                                                                                                --------------   -------------
 
  GAAP Operating Income                                                                                53,214          58,970
  Cost of Revenue Charges (j)                                                                          11,465             336
  Restructuring and Other Items (k)                                                                     2,216             815
  Amortization of Acquisition-related Intangible Assets                                                19,109           5,644
                                                                                                --------------   -------------

  Adjusted Operating Income                                                                         $  86,004       $  65,765
                                                                                                --------------   -------------

  GAAP Operating Margin                                                                                  8.1%           11.2%
  Adjusted Operating Margin                                                                             13.2%           12.5%



(g)  GAAP  operating  income  and  GAAP  operating  margin  were  determined  in
     accordance with U.S. generally accepted accounting principles.
(h)  Adjusted  operating  income and  adjusted  operating  margin  are  non-GAAP
     measures  and  exclude the items in notes (c) and (d) and  amortization  of
     acquisition-related intangible assets.
(i)  Depreciation  expense in 2005 was $7,764 at Life and  Laboratory  Sciences,
     $2,045 at Measurement  and Control and $10,760  Consolidated.  Depreciation
     expense  in 2004 was  $7,446  at Life and  Laboratory  Sciences,  $2,621 at
     Measurement and Control and $10,782 Consolidated.
(j)  Includes items described in note (c).
(k)  Includes items described in note (d).
(l)  Book-to-bill ratio was 1.04 in the second quarter of 2005.




                                                                                                      
Consolidated Statement of Income (unaudited)
                                                                                       Six Months Ended
                                                               ---------------------------------------------------------------
                                                                        July 2, 2005                     July 3, 2004
                                                               ---------------------------------------------------------------
(In thousands except per share amounts)                          Reported (a)    Adjusted (b)     Reported (a)    Adjusted (b)
------------------------------------------------------------------------------------------------------------------------------
Revenues                                                         $ 1,212,829     $ 1,212,829      $ 1,050,341     $ 1,050,341
                                                               --------------   -------------   --------------   -------------
Costs and Operating Expenses:
   Cost of revenues (c)                                              666,140         654,675          570,596         567,852
   Selling, general and administrative expenses                      329,571         329,571          287,617         287,617
   Amortization of acquisition-related intangible assets              26,523               -            9,450               -
   Research and development expenses                                  75,760          75,760           66,861          66,861
   Restructuring and other costs, net (d)                              1,945               -            3,973               -
                                                               --------------   -------------   --------------   -------------

                                                                   1,099,939       1,060,006          938,497         922,330
                                                               --------------   -------------   --------------   -------------

Operating Income                                                     112,890         152,823          111,844         128,011
Interest Income                                                        5,927           5,927            3,586           3,586
Interest Expense                                                     (10,442)        (10,442)          (5,423)         (5,423)
Other Income, Net (e)                                                 33,323           5,729           15,106           5,492
                                                               --------------   -------------   --------------   -------------

Income from Continuing Operations Before Income Taxes                141,698         154,037          125,113         131,666
Provision for Income Taxes (f)                                       (39,355)        (44,771)         (34,869)        (37,907)
                                                               --------------   -------------   --------------   -------------

Income from Continuing Operations                                    102,343         109,266           90,244          93,759
Income from Discontinued Operations (includes income tax
  benefit of $35,780 in 2004)                                              -               -           43,958               -
Gain on Disposal of Discontinued Operations (net of income tax
  provision of $4,272 in 2005)                                         6,736               -                -               -
                                                               --------------   -------------   --------------   -------------

Net Income                                                       $   109,079     $   109,266      $   134,202     $   93,759
                                                               ==============   =============   ==============   =============

Earnings per Share from Continuing Operations:
    Basic                                                        $       .64                      $       .55
                                                               ==============                   ==============
    Diluted                                                      $       .63                      $       .53
                                                               ==============                   ==============
Earnings per Share:
    Basic                                                        $       .68                      $       .81
                                                              ==============                   ==============
    Diluted                                                      $       .67     $       .67      $       .79     $       .56
                                                              ==============   =============   ==============    =============

Weighted Average Shares:
    Basic                                                            161,106                          165,389
                                                              ==============                   ==============
    Diluted                                                          164,694         164,694          170,258         170,258
                                                              ==============   =============   ==============    =============



(a)  Reported results were determined in accordance with U.S. generally accepted
     accounting principles (GAAP).
(b)  Adjusted  results are  non-GAAP  measures  and  exclude  charges to cost of
     revenues (note c), amortization of  acquisition-related  intangible assets,
     restructuring and other costs/income (note d), certain other income/expense
     (note e),  the tax  consequences  of these  items  (note f) and  results of
     discontinued operations.
(c)  Reported results in 2005 and 2004 include $11,465 and $2,744, respectively,
     of charges  primarily for the sale of  inventories  revalued at the date of
     acquisition.
(d)  Reported results in 2005 include  restructuring  and other items consisting
     principally  of severance,  abandoned  facility and other  expenses of real
     estate  consolidation  and net  gains  on the sale of  buildings.  Reported
     results  in  2004  include   restructuring   and  other  items   consisting
     principally  of severance,  abandoned  facility and other  expenses of real
     estate  consolidation,  gain on the sale of a business  and  legal/advisory
     fees associated with a reorganization of the company's non-U.S.  subsidiary
     structure.
(e)  Reported  results  include $27,594 and $9,614 of net gains from the sale of
     shares of Newport Corporation and Thoratec Corporation in 2005 and Thoratec
     Corporation in 2004, respectively.
(f)  Adjusted   provision  for  income  taxes  excludes  $5,416  and  $2,138  of
     incremental  tax benefit in 2005 and 2004,  respectively,  for the items in
     (b)  through  (e)  and  $900  in  2004  of  tax  benefit  resulting  from a
     reorganization of the company's subsidiary structure in Europe.



                                                                                                                

Segment Data (g)(h)(i)                                                                                Six Months Ended
                                                                                                ------------------------------
(In thousands except percentage amounts)                                                          July 2, 2005     July 3, 2004
------------------------------------------------------------------------------------------------------------------------------
Life and Laboratory Sciences
  Revenues                                                                                        $   880,767     $   735,289
                                                                                                --------------   -------------

  GAAP Operating Income                                                                               100,905         100,128
  Cost of Revenue Charges (j)                                                                          11,232           2,621
  Restructuring and Other Items (k)                                                                    (1,894)            642       
  Amortization of Acquisition-related Intangible Assets                                                24,387           8,106
                                                                                                --------------   -------------
  Adjusted Operating Income                                                                       $   134,630     $   111,497
                                                                                                --------------   -------------

  GAAP Operating Margin                                                                                 11.5%           13.6%
  Adjusted Operating Margin                                                                             15.3%           15.2%

Measurement and Control
  Revenues                                                                                        $   332,062     $   315,052
                                                                                                --------------   -------------

  GAAP Operating Income                                                                                30,453          26,598
  Cost of Revenue Charges (j)                                                                             233             123
  Restructuring and Other Items (k)                                                                     3,202           2,521
  Amortization of Acquisition-related Intangible Assets                                                 2,134           1,343
                                                                                                --------------   -------------
  Adjusted Operating Income                                                                       $    36,022     $    30,585
                                                                                                --------------   -------------

  GAAP Operating Margin                                                                                  9.2%            8.4%
  Adjusted Operating Margin                                                                             10.8%            9.7%


Consolidated (including Corporate Costs)
  Revenues                                                                                        $ 1,212,829     $ 1,050,341
                                                                                                 --------------   -------------

  GAAP Operating Income                                                                               112,890         111,844
  Cost of Revenue Charges (j)                                                                          11,465           2,744
  Restructuring and Other Items (k)                                                                     1,945           3,973
  Amortization of Acquisition-related Intangible Assets                                                26,523           9,450
                                                                                                --------------   -------------
  Adjusted Operating Income                                                                       $   152,823     $   128,011
                                                                                                --------------   -------------

  GAAP Operating Margin                                                                                  9.3%           10.6%
  Adjusted Operating Margin                                                                             12.6%           12.2%



(g)  GAAP  operating  income  and  GAAP  operating  margin  were  determined  in
     accordance with U.S. generally accepted accounting principles.
(h)  Adjusted  operating  income and  adjusted  operating  margin  are  non-GAAP
     measures  and  exclude the items in notes (c) and (d) and  amortization  of
     acquisition-related intangible assets.
(i)  Depreciation  expense in 2005 was $14,543 at Life and Laboratory  Sciences,
     $4,461 at Measurement  and Control and $20,912  Consolidated.  Depreciation
     expense in 2004 was  $14,981  at Life and  Laboratory  Sciences,  $5,078 at
     Measurement  and Control  and  $21,660  Consolidated.  
(j)  Includes items  described in note (c). 
(k) Includes items described in note (d).






                                                                                          
Condensed Consolidated Balance Sheet (unaudited)

(In thousands)                                                            July 2, 2005      Dec. 31, 2004
------------------------------------------------------------------------------------------------------------
Current Assets:
  Cash and cash equivalents                                                 $   159,744     $   326,886
  Short-term available-for-sale investments                                      11,061         185,369
  Accounts receivable, net                                                      512,648         469,553
  Inventories                                                                   399,699         336,711
  Other current assets                                                          154,443         151,135
                                                                          --------------  --------------
                                                                              1,237,595       1,469,654
                                                                          --------------  --------------
Property, Plant and Equipment, Net                                              294,520         261,041
                                                                          --------------  --------------
Acquisition-related Intangible Assets                                           490,638         158,577
                                                                          --------------  --------------
Other Assets                                                                    164,300         174,428
                                                                          --------------  --------------
Goodwill                                                                      1,947,321       1,513,025
                                                                          --------------  --------------
                                                                            $ 4,134,374     $ 3,576,725
                                                                          ==============  ==============
Current Liabilities:
  Short-term obligations and current maturities of long-term obligations    $   228,259     $    15,017
  Other current liabilities                                                     521,892         521,159
  Current liabilities of discontinued operations                                 37,394          42,552
                                                                          --------------  --------------
                                                                                787,545         578,728
                                                                          --------------  --------------
Long-term Deferred Income Taxes and Other Long-term Liabilities                 180,838         106,377
                                                                          --------------  --------------
Long-term Obligations:
  Senior notes                                                                  383,771         135,232
  Subordinated convertible obligations                                           77,234          77,234
  Other                                                                          11,932          13,604
                                                                          --------------  --------------
                                                                                472,937         226,070
                                                                          --------------  --------------
Total Shareholders' Equity                                                    2,693,054       2,665,550
                                                                          --------------  --------------
                                                                            $ 4,134,374     $ 3,576,725
                                                                          ==============  ==============