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):

                                October 26, 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)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))


     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 July 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 October 26, 2005, the Registrant announced its financial results for the
fiscal  quarter ended October 1, 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 October 26, 2005.





                                    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 26th day of October, 2005.


                                THERMO ELECTRON CORPORATION


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





                                                                    Exhibit 99.1

[THERMO 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 25% Revenue Growth in Third Quarter 2005
                    Driven by New Products and Acquisitions

WALTHAM, Mass., October 26, 2005 - Thermo Electron Corporation (NYSE: TMO) today
reported  that  revenues  grew 25% to $679 million in the third quarter of 2005,
compared with $542 million in 2004,  including a 20% increase from  acquisitions
and no effect from currency  translation.  GAAP diluted earnings per share (EPS)
were $.35 in the 2005 quarter,  compared with $.65 in the year-ago period (which
included a gain of $.39 from discontinued operations).  GAAP operating income in
2005 increased 4%, and GAAP operating margin was 9.1%, versus 11.0% in 2004, due
primarily to amortization  of intangibles  and costs from  previously  announced
integration actions related to recent acquisitions.

Adjusted EPS grew 25% to $.40 in the third  quarter of 2005,  compared with $.32
in the year-ago quarter.  Adjusted  operating income increased 41%, and adjusted
operating margin rose 160 basis points to 14.7%, versus 13.1% 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."

Third Quarter Highlights
                              
o    Revenues grew 25%
o    Adjusted EPS increased 25%
o    Adjusted operating margin rose 160 basis points
o    Mass   spectrometry   portfolio   greatly   enhanced  through  new  product
     developments and strategic acquisition
o    Point of Care diagnostics business divested at quarter end

"We delivered  another  excellent  quarter  across the board,  with  significant
growth in revenues,  adjusted EPS and adjusted operating margin," said Marijn E.
Dekkers,  president  and  chief  executive  officer  of  Thermo  Electron.  "Our
performance continues to be driven by the strength of new products and strategic
acquisitions.


"Our focused R&D investments have led to a number of new product  offerings this
year, especially in mass spectrometry, where we are the clear technology leader.
Our breakthrough LTQ Orbitrap(TM) mass  spectrometer  introduced last quarter is
already  contributing to growth. In 

the third  quarter,  we  introduced  three more mass  spectrometry  systems that
enhance a range of laboratory  processes - from drug discovery to earth sciences
and environmental  analysis.  In addition,  our recent acquisition of Ionalytics
Corporation  further  broadens our portfolio with  complementary  ion-separation
technologies.

"Our impressive results this quarter were also fueled by strategic  acquisitions
made  earlier  in the year - a record  investment  for Thermo  that has  created
significant  opportunities for growth. I'm pleased to report that we continue to
make excellent progress with the integration of Kendro. In addition, we sold our
Point of Care diagnostics  business,  which was not a strategic fit for the long
term."

Mr. Dekkers added,  "Based on our  expectations  for the fourth quarter,  we are
raising the low end of our adjusted EPS guidance for the year, and now expect to
report  from $1.51 to $1.54 in 2005,  an  increase of 21 to 23% over last year's
$1.25.  We expect to report an 18 to 19% increase in revenues for the full year,
in the range of $2.61 to $2.63 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 third quarter 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 35% revenue increase in
the third  quarter of 2005 to $516  million,  versus $383 million in 2004.  GAAP
operating  income for the segment  increased  3% in the 2005  quarter,  and GAAP
operating margin was 10.9%,  versus 14.2% a year ago. Adjusted  operating income
grew 42% in the 2005 period,  and adjusted  operating margin increased to 17.1%,
compared with 16.2% in 2004.


Measurement and Control

Revenues in the Measurement and Control segment increased to $163 million in the
third quarter of 2005,  compared  with $159 million a year ago.  GAAP  operating
income for the segment was flat versus the year-ago  period,  and GAAP operating
margin was 8.9%,  compared with 9.1% last year.  Adjusted  operating income rose
14% in the 2005 period,  and adjusted  operating margin increased to 12.3%, from
11.1% 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.  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 our recent
Kendro  acquisition.  We believe

that the costs related to these  restructuring  activities are not indicative of
our normal operating costs.

We exclude  charges  related 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. (We sold our remaining shares of Newport and Thoratec during
the second quarter of 2005.)

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  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,  October 26, 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  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, November 25, 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 July 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
                                                                    ---------------------------------------------------------------
                                                                           October 1, 2005                   October 2, 2004
                                                                    ---------------------------------------------------------------
(In thousands except per share amounts)                             Reported (a)    Adjusted (b)     Reported (a)     Adjusted (b)
-----------------------------------------------------------------------------------------------------------------------------------
Revenues                                                              $  679,411       $ 679,411       $  542,315       $ 542,315
                                                                    --------------   -------------   --------------   -------------
Costs and Operating Expenses:
   Cost of revenues (c)                                                  373,712         371,956          291,360         291,023
   Selling, general and administrative expenses                          168,754         168,754          147,346         147,346
   Amortization of acquisition-related intangible assets                  25,569             -              6,079             -
   Research and development expenses                                      38,784          38,784           32,874          32,874
   Restructuring and other costs, net (d)                                 10,482             -              5,035             -
                                                                    --------------   -------------   --------------   -------------
                                                                         617,301         579,494          482,694         471,243
                                                                    --------------   -------------   --------------   -------------

Operating Income                                                          62,110          99,917           59,621          71,072
Interest Income                                                            2,198           2,198            2,459           2,459
Interest Expense                                                          (8,307)         (8,307)          (2,677)         (2,677)
Other Income, Net                                                          3,358           3,358            2,689           2,689
                                                                    --------------   -------------   --------------   -------------

Income from Continuing Operations Before Income Taxes                     59,359          97,166           62,092          73,543
Provision for Income Taxes (e)                                           (18,762)        (31,836)         (19,451)        (21,125)
                                                                    --------------   -------------   --------------   -------------

Income from Continuing Operations                                         40,597          65,330           42,641          52,418
Loss from Discontinued Operations (includes income tax
  benefit of $541 in 2004)                                                   -               -               (940)            -
Gain on Disposal of Discontinued Operations (net of income tax provision
  of $11,456 in 2005; includes income tax benefit of $4,322 in 2004)      17,137             -             64,835             -
                                                                    --------------   -------------   --------------   -------------
Net Income                                                            $   57,734       $  65,330     $    106,536       $  52,418
                                                                    ==============   =============   ==============   =============

Earnings per Share from Continuing Operations:
    Basic                                                             $      .25                     $        .26
                                                                    ==============                   ==============
    Diluted                                                           $      .25                     $        .26
                                                                    ==============                   ==============
Earnings per Share:
    Basic                                                             $      .36                     $        .66
                                                                    ==============                   ==============
    Diluted                                                           $      .35       $     .40     $        .65       $     .32
                                                                    ==============   =============   ==============   =============
Weighted Average Shares:
    Basic                                                                161,794                          161,514
                                                                    ==============                   ==============
    Diluted                                                              165,635         165,635          165,570         165,570
                                                                    ==============   =============   ==============   =============




(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), the tax  consequences  of
     these items (note e) and results of discontinued operations.
(c)  Reported  results  in 2005  include  $1,374  of  charges  for  the  sale of
     inventories  revalued  at the date of  acquisition  and $382 of charges for
     accelerated  depreciation on manufacturing equipment being abandoned due to
     facility  consolidations.  Reported results in 2004 include $276 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 and 2004  include  restructuring  and other items
     consisting  principally  of  severance  and  abandoned  facility  and other
     expenses of real estate consolidation.
(e)  Adjusted  provision  for  income  taxes  excludes  $13,074  and  $1,674  of
     incremental  tax benefit in 2005 and 2004,  respectively,  for the items in
     (b) through (d).



                         


Segment Data (f)(g)(h)(k)                                                                                Three Months Ended
                                                                                          -----------------------------------------
(In thousands except percentage amounts)                                                         October 1, 2005   October 2, 2004
-----------------------------------------------------------------------------------------------------------------------------------
Life and Laboratory Sciences
  Revenues                                                                                           $    516,047     $    383,162
                                                                                                    --------------   --------------
  GAAP Operating Income                                                                                    56,200           54,508
  Cost of Revenue Charges (i)                                                                               1,142              276
  Restructuring and Other Items (j)                                                                         6,823            2,127
  Amortization of Acquisition-related Intangible Assets                                                    24,098            5,183
                                                                                                    --------------   --------------
  Adjusted Operating Income                                                                          $     88,263     $     62,094
                                                                                                    --------------   --------------
  GAAP Operating Margin                                                                                     10.9%            14.2%
  Adjusted Operating Margin                                                                                 17.1%            16.2%


Measurement and Control
  Revenues                                                                                           $    163,364     $    159,153
                                                                                                    --------------   --------------
  GAAP Operating Income                                                                                    14,555           14,533
  Cost of Revenue Charges (i)                                                                                 614               61
  Restructuring and Other Items (j)                                                                         3,445            2,102
  Amortization of Acquisition-related Intangible Assets                                                     1,470              895
                                                                                                   ---------------   --------------
  Adjusted Operating Income                                                                          $     20,084     $     17,591
                                                                                                    --------------   --------------
  GAAP Operating Margin                                                                                      8.9%             9.1%
  Adjusted Operating Margin                                                                                 12.3%            11.1%

Consolidated (including Corporate Costs)
  Revenues                                                                                           $    679,411     $    542,315
                                                                                                    --------------   --------------
  GAAP Operating Income                                                                                    62,110           59,621
  Cost of Revenue Charges (i)                                                                               1,756              337
  Restructuring and Other Items (j)                                                                        10,482            5,035
  Amortization of Acquisition-related Intangible Assets                                                    25,569            6,079
                                                                                                    --------------   --------------
  Adjusted Operating Income                                                                          $     99,917     $     71,072
                                                                                                    --------------   --------------
  GAAP Operating Margin                                                                                      9.1%            11.0%
  Adjusted Operating Margin                                                                                 14.7%            13.1%



(f)  GAAP  operating  income  and  GAAP  operating  margin  were  determined  in
     accordance with U.S. generally accepted accounting principles.
(g)  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.
(h)  Depreciation  expense in 2005 was $8,190 at Life and  Laboratory  Sciences,
     $2,803 at Measurement  and Control and $12,340  Consolidated.  Depreciation
     expense  in 2004 was  $7,188  at Life and  Laboratory  Sciences,  $2,195 at
     Measurement and Control and $10,204 Consolidated.
(i)  Includes items described in note (c).
(j)  Includes items described in note (d).
(k)  Book-to-bill ratio was 1.01 in the third quarter of 2005.






                         

Consolidated Statement of Income (unaudited)
                                                                                        Nine Months Ended
                                                                    ---------------------------------------------------------------
                                                                      October 1, 2005                  October 2, 2004
                                                                    ------------------------------   ------------------------------
(In thousands except per share amounts)                               Reported (a)    Adjusted (b)     Reported (a)     Adjusted (b)
-----------------------------------------------------------------------------------------------------------------------------------

Revenues                                                              $ 1,892,240     $1,892,240       $1,592,656       $1,592,656
                                                                    --------------   -------------   --------------   -------------
Costs and Operating Expenses:
   Cost of revenues (c)                                                 1,039,852      1,026,631          861,956          858,875
   Selling, general and administrative expenses                           498,325        498,325          434,963          434,963
   Amortization of acquisition-related intangible assets                   52,092            -             15,529              -
   Research and development expenses                                      114,544        114,544           99,735           99,735
   Restructuring and other costs, net (d)                                  12,427            -              9,008              -
                                                                    --------------   -------------   --------------   -------------
                                                                        1,717,240      1,639,500        1,421,191        1,393,573
                                                                    --------------   -------------   --------------   -------------
Operating Income                                                          175,000        252,740          171,465          199,083
Interest Income                                                             8,125          8,125            6,045            6,045
Interest Expense                                                          (18,749)       (18,749)          (8,100)          (8,100)
Other Income, Net (e)                                                      36,681          9,087           17,795            8,181
                                                                    --------------   -------------   --------------   -------------
Income from Continuing Operations Before Income Taxes                     201,057        251,203          187,205          205,209
Provision for Income Taxes (f)                                            (58,117)       (76,607)         (54,320)         (59,032)
                                                                    --------------   -------------   --------------   -------------

Income from Continuing Operations                                         142,940        174,596          132,885          146,177
Income from Discontinued Operations (includes income tax
  benefit of $36,321 in 2004)                                                 -              -             43,018              -
Gain on Disposal of Discontinued Operations (net of income tax provision
  of $15,728 in 2005; includes income tax benefit of $4,322 in 2004)       23,873            -             64,835              -
                                                                    --------------   -------------   --------------   -------------
Net Income                                                            $   166,813     $  174,596       $  240,738       $  146,177
                                                                    ==============   =============   ==============   =============
Earnings per Share from Continuing Operations:
    Basic                                                             $       .89                      $      .81
                                                                    ==============                   ==============
    Diluted                                                           $       .87                      $      .79
                                                                    ==============                   ==============
Earnings per Share:
    Basic                                                             $      1.03                      $     1.47
                                                                    ==============                   ==============
    Diluted                                                           $      1.02     $     1.07       $     1.43       $      .87
                                                                    ==============   =============   ==============   =============
Weighted Average Shares:
    Basic                                                                 161,335                         164,097
                                                                    ==============                   ==============
    Diluted                                                               165,008        165,008          168,696          168,696
                                                                    ==============   =============   ==============   =============



(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 $13,221 and $3,081, 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  $18,490  and  $3,812  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)                                                                                   Nine Months Ended
                                                                                           ----------------------------------------
(In thousands except percentage amounts)                                                         October 1, 2005   October 2, 2004
-----------------------------------------------------------------------------------------------------------------------------------
Life and Laboratory Sciences
  Revenues                                                                                             $1,396,814       $1,118,451
                                                                                                     --------------   -------------
  GAAP Operating Income                                                                                   157,105          154,636
  Cost of Revenue Charges (j)                                                                              12,374            2,897
  Restructuring and Other Items (k)                                                                         4,929            2,769
  Amortization of Acquisition-related Intangible Assets                                                    48,485           13,289
                                                                                                     --------------   -------------
  Adjusted Operating Income                                                                            $  222,893       $  173,591
                                                                                                     --------------   -------------
  GAAP Operating Margin                                                                                     11.2%            13.8%
  Adjusted Operating Margin                                                                                 16.0%            15.5%

Measurement and Control
  Revenues                                                                                             $  495,426       $  474,205
                                                                                                     --------------   -------------
  GAAP Operating Income                                                                                    45,008           41,131
  Cost of Revenue Charges (j)                                                                                 847              184
  Restructuring and Other Items (k)                                                                         6,647            4,623
  Amortization of Acquisition-related Intangible Assets                                                     3,604            2,238
                                                                                                     --------------   -------------
  Adjusted Operating Income                                                                            $   56,106       $   48,176
                                                                                                     --------------   -------------
  GAAP Operating Margin                                                                                      9.1%             8.7%
  Adjusted Operating Margin                                                                                 11.3%            10.2%

Consolidated (including Corporate Costs)
  Revenues                                                                                             $1,892,240       $1,592,656
                                                                                                     --------------   -------------
  GAAP Operating Income                                                                                   175,000          171,465
  Cost of Revenue Charges (j)                                                                              13,221            3,081
  Restructuring and Other Items (k)                                                                        12,427            9,008
  Amortization of Acquisition-related Intangible Assets                                                    52,092           15,529
                                                                                                     --------------   -------------
  Adjusted Operating Income                                                                            $  252,740       $  199,083
                                                                                                     --------------   -------------
  GAAP Operating Margin                                                                                      9.2%            10.8%
  Adjusted Operating Margin                                                                                 13.4%            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 $22,733 at Life and Laboratory  Sciences,
     $7,264 at Measurement  and Control and $33,252  Consolidated.  Depreciation
     expense in 2004 was  $22,169  at Life and  Laboratory  Sciences,  $7,273 at
     Measurement and Control and $31,864 Consolidated.
(j)  Includes items  described in note (c). (k) Includes items described in note
     (d).




                                                                                                       

Condensed Consolidated Balance Sheet (unaudited)


(In thousands)                                                                                   October 1, 2005     Dec. 31, 2004
-----------------------------------------------------------------------------------------------------------------------------------
Current Assets:
  Cash and cash equivalents                                                                            $  193,459       $  326,886
  Short-term available-for-sale investments                                                                 8,690          185,369
  Accounts receivable, net                                                                                521,381          469,553
  Inventories                                                                                             395,559          336,711
  Other current assets                                                                                    142,737          151,135
                                                                                                     --------------   -------------
                                                                                                        1,261,826        1,469,654
                                                                                                     --------------   -------------
Property, Plant and Equipment, Net                                                                        288,212          261,041
                                                                                                     --------------  --------------
Acquisition-related Intangible Assets                                                                     476,867          158,577
                                                                                                     --------------  --------------
Other Assets                                                                                              178,543          174,428
                                                                                                     --------------  --------------
Goodwill                                                                                                1,940,397        1,513,025
                                                                                                     --------------  --------------
                                                                                                       $4,145,845       $3,576,725
                                                                                                     ==============  ==============

Current Liabilities:
  Short-term obligations and current maturities of long-term obligations                               $  167,415       $   15,017
  Other current liabilities                                                                               526,539          521,159
  Current liabilities of discontinued operations                                                           36,962           42,552
                                                                                                     --------------   -------------
                                                                                                          730,916          578,728
                                                                                                     --------------  --------------
Long-term Deferred Income Taxes and Other Long-term Liabilities                                           181,621          106,377
                                                                                                     --------------  --------------
Long-term Obligations:
  Senior notes                                                                                            383,269          135,232
  Subordinated convertible obligations                                                                     77,234           77,234
  Other                                                                                                    11,593           13,604
                                                                                                     --------------  --------------
                                                                                                          472,096          226,070
                                                                                                     --------------  --------------
Total Shareholders' Equity                                                                              2,761,212        2,665,550
                                                                                                     --------------  --------------
                                                                                                       $4,145,845       $3,576,725
                                                                                                     ==============  ==============