WASHINGTON, D.C. 20549

                                   SCHEDULE TO

                                 (Rule 14d-100)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                              SPECTRA-PHYSICS, INC.
                       (Name of Subject Company) (Issuer)

                           THERMO ELECTRON CORPORATION
                        (Name of Filing Person) (Offeror)

                     Common Stock, $0.01 Par Value per Share
                         (Title of Class of Securities)

                                   847568 10 2
                      (CUSIP Number of Class of Securities)

                             Seth H. Hoogasian, Esq.
                                 General Counsel
                           Thermo Electron Corporation
                                 81 Wyman Street
                        Waltham, Massachusetts 02454-9046
                                 (781) 622-1000

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
                   Communications on Behalf of Filing Person)

                                with a copy to:

                              Neil H. Aronson,Esq.
               Mintz, Levin, Cohn, Ferris,Glowsky and Popeo, P.C.
                              One Financial Center
                          Boston, Massachusetts 02111
                                 (617) 542-6000

                            CALCULATION OF FILING FEE

Transaction Valuation:  Filing relates solely to preliminary communications made
before the commencement of a tender offer.

Amount of Filing Fee: None.

[ ]  Check  the  box if any  part  of the  fee is  offset  as  provided  by Rule
0-11(a)(2)  and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

        Amount Previously Paid:              Not applicable
        Form or Registration No.:            Not applicable
        Filing Party:                        Not applicable
        Date Filed:                          Not applicable

[X] Check the box if the filing  relates  solely to  preliminary  communications
made before the commencement of a tender offer.

        Check the appropriate boxes below to designate any transactions to which
the statement relates:

        [X] third-party tender offer subject to Rule 14d-1.

        [  ]   issuer tender offer subject to Rule 13e-4.

        [X] going-private transaction subject to Rule 13e-3.

        [X] amendment to Schedule 13D under Rule 13d-2.

        Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]

            Thermo Electron Sets New Terms of Spectra-Physics Tender Offer

WALTHAM,  Mass.,  November  6,  2001 - Thermo  Electron  Corporation  (NYSE:TMO)
announced  today that it plans to take its  Spectra-Physics  Inc.  (NASDAQ:SPLI)
subsidiary  private at a new cash price of $17.50  per  share.  Thermo  Electron
expects to initiate the cash tender offer by November 16, 2001,  for any and all
outstanding   shares  of   Spectra-Physics   common   stock  held  by   minority
shareholders.  On September  26, 2001,  Thermo  Electron  announced  that it was
delaying  the  commencement  of its tender  offer for shares of  Spectra-Physics
while it  analyzed  the  impact on  Spectra-Physics  of the  worsening  economic
conditions following the September 11 events.

     As  of  today,   Thermo   Electron  owned   approximately   80  percent  of
Spectra-Physics  common  stock.  The goal of the tender offer is to bring Thermo
Electron's equity ownership in Spectra-Physics to at least 90 percent. If Thermo
Electron achieves this 90-percent ownership  threshold,  it plans to acquire all
remaining   outstanding  shares  of  Spectra-Physics   common  stock  through  a
subsequent "short-form" merger, the timing of which will be announced at a later
date.  Shareholders who do not participate in the tender offer will also receive
$17.50 in cash for their Spectra-Physics shares in the short-form merger.

     The  tender  offer  and  proposed  subsequent   short-form  merger  require
Securities  and  Exchange  Commission   clearance  of  necessary  filings.   The
short-form  merger  would  not  require  Spectra-Physics  board  or  shareholder

     Thermo   Electron   Corporation   is   a   global   leader   in   providing
technology-based instruments, components, and systems that offer total solutions
for markets ranging from life sciences to  telecommunications to food, drug, and
beverage production.  The company's powerful  technologies help researchers sift
through data to make  discoveries  that will fight disease or prolong life. They
allow  manufacturers to fabricate critical  components  required to increase the
speed and quality of communications.  And they automatically monitor and control
online   production  to  ensure  that  quality  standards  are  met  safely  and
efficiently.  Thermo Electron,  based in Waltham,  Massachusetts,  reported $2.3
billion in revenues in 2000 and employs  approximately  12,000 people worldwide.
For more information on Thermo Electron, visit

Other Important Information:

The tender offer described in this  announcement  for the outstanding  shares of
Spectra-Physics  common  stock  has not yet  commenced.  Once the  tender  offer
commences,  we will  file a  tender  offer  statement  with the  Securities  and
Exchange Commission.  You should read the tender offer statement when it becomes
available because it will contain important  information about the tender offer.
You can obtain a tender offer statement, and other documents that are filed with
the Securities and Exchange Commission,  for free when they are available on the
Securities and Exchange Commission's Web site at


Also, if you write us or call us, we will send you these documents for free when
they are available.

o      Tender offer statement (except for exhibits)
o      Offer to purchase
o      Letter of transmittal
o      Notice of guaranteed delivery

You can call us at (781) 622-1111, or write to us at:

Investor Relations Department
Thermo Electron Corporation
81 Wyman Street, P.O. Box 9046
Waltham, MA 02454-9046

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