UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                                (Amendment No. 5)

                               Thermo Fibertek Inc.
                           ---------------------------
                                (Name of Issuer)

                     Common Stock, par value $.01 per share
          ------------------------------------------------------------
                         (Title of Class of Securities)

                                   88355W-10-5
                               ------------------
                                 (CUSIP Number)

        Seth H. Hoogasian, Esq.              Thermo Electron Corporation
          General Counsel                          81 Wyman Street
          (781) 622-1000                         Waltham, MA  02254-9046
        -----------------------------------------------------------------

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

                                 January 22, 1998
              -----------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

        If the filing person has previously filed a statement on Schedule
        13G to report the acquisition which is the subject of this
        Schedule 13D, and is filing this schedule because of Rule
        13d-1(b)(3) or (4), check the following box [  ].

        * The remainder of this cover page shall be filled out for a
        reporting person's initial filing on this form with respect to
        the subject class of securities, and for any subsequent amendment
        containing information which would alter the disclosures provided
        in a prior cover page.

        The information required in the remainder of this cover page
        shall not be deemed to be "filed" for the purpose of Section 18
        of the Securities Exchange Act of 1934 ("Act") or otherwise
        subject to the liabilities of that section of the Act but shall
        be subject to all other provisions of the Act (however, see the
        Notes).
PAGE






                     NAME OF REPORTING PERSON
                      1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
                           PERSON
                           Thermo Electron Corporation
                           IRS No. 04-2209186


                      2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                          (a) [   ]    
                                                          (b) [ x ]

                      3      SEC USE ONLY



                      4  SOURCE OF FUNDS*

                         WC

                      5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
                         REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    [    ] 


                      6  CITIZENSHIP OR PLACE OF ORGANIZATION

                         State of Delaware

                      7  SOLE VOTING POWER
         NUMBER OF 
                         55,499,624
           SHARES
                      8  SHARED VOTING POWER
        BENEFICIALLY
                         0
          OWNED BY    9  SOLE DISPOSITIVE POWER

             EACH        55,499,624

                      10 SHARED DISPOSITIVE POWER
          REPORTING
                         0
         PERSON WITH
PAGE






             11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
                     REPORTING PERSON

                     55,499,624

             12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
                     EXCLUDES CERTAIN SHARES*                [   ]

             13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

                     90.2%
             14      TYPE OF REPORTING PERSON *

                     CO
PAGE






             Thermo Electron Corporation hereby amends its statement on
        Schedule 13D relating to the shares (the "Shares") of common
        stock, par value $.01 per share, of Thermo Fibertek Inc. (the
        "Issuer"), as set forth below.

        Item 2.  Identity and Background.

             Item 2 is hereby amended and restated in its entirety as
        follows:

             This Amendment is being filed by Thermo Electron Corporation
        (the "Reporting Person"), pursuant to Rule 13d-2, to reflect an
        increase in the Reporting Person's holdings of the Issuer's
        Shares since the Reporting Person's last filing on Schedule 13D,
        in June 1997, of more than one percent.
          
             The Reporting Person develops, manufactures and markets
        environmental, analytical and process control instruments,
        cogeneration and alternative-energy power plants, low-emission
        combustion systems, paper and waste-recycling equipment, and
        biomedical products.  The Reporting Person also provides a range
        of services including environmental remediation and consulting,
        laboratory analysis, and metals fabrication and processing, as
        well as research and product development in unconventional
        imaging, adaptive optics, and direct energy conversion.  

             The principal business address and principal office address
        of the Reporting Person, a Delaware corporation, is 81 Wyman
        Street, Waltham, Massachusetts 02254-9046.

             Appendix A attached to this Amendment sets forth with
        respect to each executive officer and director of the Reporting
        Person his or her (a) name; (b) residence or business address;
        (c) present principal occupation or employment and the name,
        principal business and address of any corporation or other
        organization in which such employment is conducted; and (d)
        citizenship.  To the knowledge of the Reporting Person, there is
        no person who may be deemed to be a controlling person of the
        Reporting Person.

             During the last five years, neither the Reporting Person nor
        (to the knowledge of the Reporting Person) any executive officer
        or director of the Reporting Person have been convicted in a
        criminal proceeding (excluding traffic violations and similar
        misdemeanors).

             During the last five years, neither the Reporting Person nor
        (to the knowledge of the Reporting Person) any executive officer
        or director of the Reporting Person has been a party to a civil
        proceeding of a judicial or administrative body of competent
        jurisdiction which resulted in a judgment, decree or final order
        (i) enjoining future violations of, or prohibiting or mandating
        activities subject to, federal or state securities laws or (ii)
        finding a violation with respect to such laws.
PAGE







        Item 3.  Source and Amount of Funds or Other Consideration.

             Item 3 is hereby amended and restated in its entirety as
        follows:

             The Reporting Person has expended approximately
        $10,906,786.75 in purchasing Shares of the Issuer since the date
        of its last filing on Schedule 13D.  These funds were paid out of
        the Reporting Person's working capital.  

        Item 4.   Purpose of Transaction

             Item 4 is hereby amended and restated in its entirety as
        follows:

             The Reporting Person may make purchases of Shares or other
        securities of the Issuer in such manner and in such amounts as it
        determines to be appropriate.  In determining whether to do so
        for other purposes, the Reporting Person will consider various
        relevant factors, including its evaluation of the Issuer's
        business, prospects and financial condition, amounts and prices
        of available securities of the Issuer, the market for the
        Issuer's securities, other opportunities available to the
        Reporting Person and general market and economic conditions.
        Purchases may be made either on the open market or directly from
        the Issuer.

             Except as set forth in this Item 4 and in Item 6, neither
        the Reporting Person nor, to the Reporting Person's knowledge,
        any of the executive officers or directors of the Reporting
        Person has any current plans or proposals which relate to or
        would result in any of the actions specified in clauses (a)
        through (j) of Item 4 of Schedule 13D, although the Reporting
        Person and such other persons do not rule out the possibility of
        effecting or seeking to effect any such actions in the future.

        Item 5.  Interest in Securities of the Issuer.

             Items 5(a) - (c) are hereby amended and restated in their
        entirety as follows:

             (a)  The Shares beneficially owned by the Reporting Person
        include 55,351,624 Shares, or approximately 90% of the
        outstanding Shares, owned directly by the Reporting Person.  To
        the knowledge of the Reporting Person, the executive officers and
        directors of the Reporting Person beneficially own an aggregate
        of 1,424,765 Shares or approximately 2.3% of the outstanding
        Shares.  To the knowledge of the Reporting Person, the Shares
        beneficially owned by all executive officers and directors of the
        Reporting Person include 1,284,610 Shares that such persons have
        the right to acquire within 60 days through the exercise of stock
        options.  Ownership information for each executive officer and
PAGE






        director of the Reporting Person who owns Shares is set forth
        below.

        Name                                 Number of
        ----                                 ---------
                                             Shares(1)
                                             ---------


        John M. Albertine                           6,750
        Peter O. Crisp                              6,750

        Elias P. Gyftopoulos                        6,750
        George N. Hatsopoulos                     188,484
        John N. Hatsopoulos                        98,320

        Frank Jungers                               7,875
        Paul F. Kelleher                           90,500
        Robert A. McCabe                            6,750

        Frank E. Morris                             6,750
        Donald E. Noble                           116,250
        Hutham S. Olayan                            6,750

        Peter G. Pantazelos                         9,000
        William A. Rainville                      759,086

        Arvin H. Smith                             90,000
        Roger D. Wellington                        15,750
        John W. Wood Jr.                            9,000

        All directors and current executive     1,424,765
        officers as a group (17 persons)

        ________

        (1)  Shares reported as beneficially owned by Dr. Albertine, Mr.
        Crisp, Dr. Gyftopoulos, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos,  
        Mr. Jungers, Mr. Kelleher, Mr. McCabe, Dr. Morris, Mr. Noble, Ms.
        Olayan, Mr. Pantazelos, Mr. Rainville, Mr. Smith, Mr. Wellington,
        Mr. Wood and all directors and executive officers as a group
        include 6,750, 6,750, 6,750, 157,910, 57,600, 6,750, 74,250,
        6,750,  6,750, 97,850, 6,750, 9,000, 735,000, 90,000, 6,750,
        9,000 and 1,284,610 Shares, respectively, that such person or
        members of the group have the right to acquire within 60 days.

        While certain directors and executive officers of the Reporting
        Person are also directors and officers of the Issuer, all such
        persons disclaim beneficial ownership of the Shares owned by the
        Reporting Person.

             (b)  The Reporting Person and the executive officers and
        directors of the Reporting Person have the sole power to vote and
        dispose of the Shares each such person owns, except that 1,125 of
        the Shares that are beneficially owned by one of the directors of
        the Reporting Person, Mr. Frank Jungers, are held by Mr. Jungers
PAGE






        spouse.  Shares beneficially owned by Mr. Noble include 5,715
        shares allocated to Mr. Noble's account pursuant to the Issuer's
        deferred compensation plan for directors.

             (c)  The Reporting Person has effected the following
        transactions with respect to the Shares during the past 60 days:


              DATE      AMOUNT (SHS.)  PRICE PER       TRANSFER TYPE
                                          SHARE

            1/15/98         45,000       $11.31     Purchase on Open
                                                    Market
            1/15/98         1,000        $11.38     Purchase on Open
                                                    Market
            1/15/98         2,900        $11.38     Purchase on Open
                                                    Market

            1/15/98         5,000        $11.38     Purchase on Open
                                                    Market
            1/16/98         3,900        $11.06     Purchase on Open
                                                    Market
            1/20/98         1,100        $11.44     Purchase on Open
                                                    Market

            1/20/98         5,600        $11.44     Purchase on Open
                                                    Market
            1/21/98          800         $11.44     Purchase on Open
                                                    Market
            1/21/98         6,000        $11.44     Purchase on Open
                                                    Market

            1/21/98         2,700        $11.50     Purchase on Open
                                                    Market
            1/21/98         10,000       $11.50     Purchase on Open
                                                    Market
            1/22/98         1,500        $11.44     Purchase on Open
                                                    Market

            1/22/98        100,000       $11.44     Purchase on Open
                                                    Market
            1/22/98         3,300        $11.75     Purchase on Open
                                                    Market

            1/22/98         5,000        $11.88     Purchase on Open
                                                    Market
            1/23/98         3,100        $12.00     Purchase on Open
                                                    Market
            1/23/98         5,000        $12.00     Purchase on Open
                                                    Market

            1/27/98         12,000       $12.25     Purchase on Open
                                                    Market
PAGE






             2/4/98         2,600        $12.25     Purchase on Open
                                                    Market

             2/5/98         10,400       $12.44     Purchase on Open
                                                    Market
             2/5/98         1,100        $12.38     Purchase on Open
                                                    Market
             2/6/98         3,300        $12.44     Purchase on Open
                                                    Market

             2/9/98         1,000        $12.38     Purchase on Open
                                                    Market
            2/10/98         4,600        $12.38     Purchase on Open
                                                    Market
            2/11/98         2,000        $12.38     Purchase on Open
                                                    Market

            2/11/98         3,500        $12.31     Purchase on Open
                                                    Market
            2/12/98         28,000       $12.31     Purchase on Open
                                                    Market
            2/12/98         2,000        $12.31     Purchase on Open
                                                    Market

            2/12/98         5,500        $12.25     Purchase on Open
                                                    Market
            2/13/98         2,200        $12.50     Purchase on Open
                                                    Market
            2/13/98          700         $12.44     Purchase on Open
                                                    Market

            2/19/98         13,000       $12.31     Purchase on Open
                                                    Market
            2/20/98         6,400        $12.25     Purchase on Open
                                                    Market

            2/23/98         15,000       $12.38     Purchase on Open
                                                    Market
            2/23/98         10,500       $12.25     Purchase on Open
                                                    Market
            2/24/98         4,700        $12.75     Purchase on Open
                                                    Market

            2/24/98          600         $12.25     Purchase on Open
                                                    Market
             3/5/98         30,900       $12.25     Purchase on Open
                                                    Market

        To the knowledge of the Reporting Person, the executive officers
        and directors of the Reporting Person have effected no
        transactions in the Shares in the past 60 days, except that (i)
        Dr. George Hatsopoulos sold 3,426 shares on January 21, 1998 to
        cover payment of tax liability on a previous option exercise; and
PAGE






        (ii) Mr. John Hatsopoulos sold 5,625 shares on January 21, 1998
        to cover payment of tax liability on a previous option exercise.

        Item 6.   Contracts, Arrangements, Understandings or
        Relationships with respect to Securities of the Issuer.

             The first paragraph of Item 6 is hereby amended and restated
        in its entirety as follows:

             Of the 55,351,614 Shares beneficially owned by the Reporting
        Person, 558,104 Shares are subject to options to acquire such
        Shares granted by the Reporting Person pursuant to its director
        and employee stock option plans.  The executive officers and
        directors of the Reporting Person have the right, pursuant to
        such options, to acquire 162,000 Shares.  In addition, the
        following executive officers and directors of the Reporting
        Person have the right to acquire Shares from the Issuer pursuant
        to the Issuer's director and employee stock option plans:  Dr.
        George N. Hatsopoulos has the right to acquire 157,910 Shares
        within 60 days; Mr. John N. Hatsopoulos has the right to acquire
        57,600 Shares within 60 days; Mr. Paul F. Kelleher has the right
        to acquire 74,250 Shares within 60 days; Mr. Donald E. Noble has
        the right to acquire 97,850 Shares within 60 days; and Mr.
        William A. Rainville has the right to acquire 735,000 Shares
        within 60 days.
PAGE







        Signature

             After reasonable inquiry and to the best of its knowledge
        and belief, the Reporting Person certifies that the information
        set forth in this statement is true, complete and correct.

        Date:  March 17, 1998              THERMO ELECTRON CORPORATION


                                           By:  /s/ Melissa F. Riordan
                                                -----------------------
                                                Melissa F. Riordan
                                                Treasurer
PAGE






             Appendix A is hereby amended and restated in its entirety as
        follows:

                                   APPENDIX A
                                   ----------

             The following individuals are executive officers or
        directors of Thermo Electron Corporation ("Thermo Electron").
        Unless otherwise noted, all such individuals are citizens of the
        United States.  Unless otherwise noted, the business address of
        each executive officer of Thermo Electron is 81 Wyman Street,
        Waltham, Massachusetts 02254-9046.

        John M. Albertine:                      Director, Thermo Electron
        ------------------

             Dr. Albertine is Chairman of the Board and Chief Executive
        Officer of Albertine Enterprises, Inc., an economic and public
        policy consulting firm.  His business address is Albertine
        Enterprises, Inc., 1156 15th Street N.W., Suite 505, Washington,
        DC  20005.

        Peter O. Crisp:                         Director, Thermo Electron
        ---------------

             Mr. Crisp was, until August 1997, a General Partner of
        Venrock Associates, a venture capital investment firm.  His
        address is 103 Horseshoe Road, Mill Neck, New York 11765-1005.

        Elias P. Gyftopoulos:                   Director, Thermo Electron
        ---------------------

             Dr. Gyftopoulos is Professor Emeritus of the Massachusetts
        Institute of Technology.  His business address is Massachusetts
        Institute of Technology, Room 24-109, 77 Massachusetts Avenue,
        Cambridge, Massachusetts 02139.

        Frank Jungers:                          Director, Thermo Electron
        -------------

             Mr. Jungers is a consultant on business and energy matters.
        His business address is 822 NW Murray, Suite 242, Portland,
        Oregon 97229.

        Robert A. McCabe:                       Director, Thermo Electron
        -----------------

             Mr. McCabe is President of Pilot Capital Corporation, a firm
        specializing in private investments and acquisition services.
        His business address is Pilot Capital Corporation, 444 Madison
        Avenue, Suite 2103, New York, New York 10022.

        Frank E. Morris:                        Director, Thermo Electron
        ----------------

             Dr. Morris served as President of the Federal Reserve Bank
        of Boston from 1968 until he retired in 1988.  Dr. Morris also
        served as the Peter Drucker Professor of Management at Boston
        College from 1989 to 1994.  His residential address is P.O. Box
        825, 24 Sugarhouse Road, New London, New Hampshire 03257.

        Donald E. Noble:                        Director, Thermo Electron
        ----------------
PAGE







             For more than 20 years, from 1959 to 1980, Mr. Noble served
        as the Chief Executive Officer of Rubbermaid, Incorporated, first
        with the title of President and then as Chairman of the Board.
        His business address is Rubbermaid Incorporated, 1147 Akron Road,
        Wooster, Ohio 44691.

        Hutham S. Olayan:                       Director, Thermo Electron
        -----------------

             Ms. Olayan is the President and a director of Olayan America
        Corporation and President of Competrol Real Estate Limited, firms
        engaged in advisory services and private real estate investments.
        Her  business address is Suite 1100, 505 Park Avenue, New York,
        New York  10022.  Ms. Olayan is a citizen of Saudi Arabia.

        Richard F. Syron:                       Director, Thermo Electron
        -----------------

             Mr. Syron has served as the Chairman and Chief Executive
        Officer of the American Stock Exchange since 1994.  Mr. Syron was
        President and Chief Executive Officer of the Federal Reserve Bank
        of Boston from 1989 to 1994.  His business address is 86 Trinity
        Place, New York, New York 10006.

        Roger D. Wellington:                    Director, Thermo Electron
        --------------------

             Mr. Wellington is the President and Chief Executive Officer
        of Wellington Consultants, Inc. and of Wellington Associates,
        Inc., international business consulting firms.  His address is
        P.O. Box 8186,  Longboat Key, Florida 34228.

        George N. Hatsopoulos:                  Director, Chairman of the
        ----------------------
                                                Board and Chief 
                                                Executive Officer,
                                                Thermo Electron

        John N. Hatsopoulos:                    Director, President and
        --------------------
                                                Chief Financial Officer, 
                                                Thermo Electron

        Peter G. Pantazelos:                    Executive Vice President,
        --------------------
                                                Corporate Development
                                                Thermo Electron

        Arvin H. Smith:                         Executive Vice President,
        ---------------
                                                Thermo Electron

        William A. Rainville:                   Senior Vice President,
        ---------------------
                                                Thermo Electron

        John W. Wood Jr.:                       Senior Vice President,
        -----------------
                                                Thermo Electron
        Paul F. Kelleher:                       Senior Vice President,
        -----------------
                                                Finance & Administration
                                                and Chief Accounting 
                                                Officer, Thermo Electron