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


                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                                (Amendment No. 4)

                              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
               (617) 622-1000                   Waltham, MA  02254-9046
            ---------------------------------------------------------------

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

                                September 16, 1996
           ----------------------------------------------------------
             (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) [   ]

         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 
                    54,745,824
      SHARES
          
   BENEFICIALLY  8  SHARED VOTING POWER
          
     OWNED BY       0
                 9  SOLE DISPOSITIVE POWER
        EACH
                    54,745,824
     REPORTING
                 10 SHARED VOTING POWER
    PERSON WITH     0
PAGE






        11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                54,745,824


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


        13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

                86.8%

        14      TYPE OF REPORTING PERSON *

                CO
PAGE







        Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934,
   this Amendment No. 4 to Schedule 13D amends and restates the entire text of
   the Schedule 13D, as previously amended, previously filed by Thermo
   Electron Corporation relating to shares of common stock, par value $.01 per
   share, of Thermo Fibertek Inc.

   Item 1.  Security and Issuer.

        This Amendment relates to the shares (the "Shares") of common stock,
   par value $.01 per share, of Thermo Fibertek Inc. (the "Issuer").  The
   Issuer's principal executive offices are located at 81 Wyman Street,
   Waltham, Massachusetts 02254-9046.

   Item 2.  Identity and Background.

        This Amendment is being filed by Thermo Electron Corporation (the
   "Reporting Person").  The Reporting Person is filing this Amendment
   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 February 1996, of more than one percent.  

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

        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.

        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 has 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
PAGE






   mandating activities subject to, federal or state securities laws or (ii)
   finding any violation with respect to such laws.


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

        The Reporting Person has expended approximately $37,531,200 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

        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 (i) in order to maintain at least 80% ownership of the Issuer
   for tax consolidation purposes or (ii) for other purposes.  In determining
   whether to do so for other purposes, it 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.

        (a)  The Reporting Person beneficially owns 54,647,224 Shares, or
   approximately 86.6% of the outstanding Shares.  Of the 54,647,224 Shares
   beneficially owned by the Reporting Person, 1,888,122 Shares are issuable
   to the Reporting Person if it elects to convert in full its subordinated
   convertible debentures of the Issuer.

        To the knowledge of the Reporting Person, the executive officers and
   directors of the Reporting Person beneficially own an aggregate of
   1,340,834 Shares or approximately 2.1% 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 1,222,210
   Shares that such persons have the right to acquire within 60 days.
   Ownership information for each executive officer and director of the
   Reporting Person who owns Shares is set forth below.

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






   John M. Albertine                               6,750

   Peter O. Crisp                                  6,750

   Elias P. Gyftopoulos                            6,750

   George N. Hatsopoulos                          191,910

   John N. Hatsopoulos                            119,155

   Paul F. Kelleher                               85,500

   Frank Jungers                                   7,875

   Robert A. McCabe                                6,750

   Frank E. Morris                                 6,750

   Donald E. Noble                                114,250

   Hutham S. Olayan                                6,750

   Peter G. Pantazelos                             9,000

   William A. Rainville                           657,894

   Arvin H. Smith                                 90,000

   Roger D. Wellington                            15,750

   John W. Wood, Jr.                               9,000

   All directors and current executive           1,340,834
   officers as a group (16 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 and all directors and current
   executive officers as a group include 6,750, 6,750, 6,750, 157,910, 97,200,
   6,750, 74,250, 6,750, 6,750, 95,850, 6,750, 9,000, 635,000, 90,000, 6,750,
   9,000 and 1,222,210 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 or executive 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' 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:
PAGE






      Date       Amount        Price Per Share        Transfer Type


   4/1/97      2,900                $ 8.50      Purchase on Open Market

   4/2/97      8,900                $ 8.50      Purchase on Open Market

   4/2/97     10,000                $ 8.63      Purchase on Open Market

   4/3/97      2,700                $ 8.88      Purchase on Open Market

   4/4/97      2,900                $ 9.00      Purchase on Open Market

   4/8/97      3,000                $ 9.81      Purchase on Open Market

   4/25/97   984,000                $ 8.13      Purchase on Open Market

   4/28/97    14,300                $ 8.38      Purchase on Open Market

   4/29/97    12,800                $ 8.50      Purchase on Open Market

   4/29/97     1,500                $ 8.38      Purchase on Open Market

   4/29/97    11,600                $ 8.75      Purchase on Open Market

   4/29/97     1,200                $ 9.13      Purchase on Open Market

   4/30/97     3,500                $ 9.38      Purchase on Open Market

   4/30/97    17,000                $ 9.00      Purchase on Open Market

   5/6/97     14,800                $ 9.88      Purchase on Open Market

   5/6/97      6,100                $ 9.81      Purchase on Open Market

   5/7/97     11,700                $10.00      Purchase on Open Market

   5/8/97      4,100                $10.00      Purchase on Open Market

   5/9/97      1,000                $10.00      Purchase on Open Market

   5/12/97       900                $10.00      Purchase on Open Market

   5/13/97    22,100                $ 9.88      Purchase on Open Market

   5/14/97     3,800                $10.00      Purchase on Open Market

   5/15/97    28,000                $10.00      Purchase on Open Market

   5/16/97     4,400                $10.00      Purchase on Open Market

   To the knowledge of the Reporting Person, no executive officer or director
   of the Reporting Person has effected any transactions in Shares of the
   Issuer in the past 60 days.

        (d)  Not applicable.

        (e)  Not applicable.

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

        Of the 54,647,224 Shares beneficially owned by the Reporting Person,
   (i) 1,888,122 Shares are issuable to the Reporting Person if it elects to
   convert in full its subordinated convertible debentures of the Issuer and
   (ii) 578,304 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
PAGE






   the right, pursuant to such options, to acquire 153,000 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 97,200 Shares within 60 days;
   Mr. Donald E. Noble has the right to acquire 95,850 Shares within 60 days;
   Mr. William A. Rainville has the right to acquire 635,000 Shares within 60
   days; Mr. Paul F. Kelleher has the right to acquire 74,250 Shares within 60
   days; and Mr. Peter G. Pantazelos has the right to acquire 9,000 Shares
   within 60 days.

        During 1996, the Human Resources Committee of the Board of Directors
   of the Issuer (the "Committee") established a stock holding policy for
   executive officers of the Issuer.  The stock holding policy specifies an
   appropriate level of ownership of the Issuer's Common Stock as a multiple
   of the officer's compensation.  For the chief executive officer, William A.
   Rainville, the multiple is one times his base salary and reference bonus
   for the calendar year.  For all other officers, the multiple is one times
   the officer's base salary.

        In order to assist officers in complying with the policy, the
   Committee also adopted a stock holding assistance plan under which the
   Issuer is authorized to make interest-free loans to officers to enable them
   to purchase shares of the Common Stock in the open market.  The loans are
   required to be repaid upon the earlier of demand or the fifth anniversary
   of the date of the loan, unless otherwise authorized by the Committee.
   During 1996, William A. Rainville, an executive officer of the Reporting
   Person and also the Issuer's chief executive officer, received a loan in
   the principal amount of $118,104 under this plan. 

        The Committee also adopted a policy requiring its executive officers
   to hold shares of the Issuer's Common Stock acquired upon the exercise of
   stock options granted by the Issuer.  Under this policy, executive officers
   are required to hold one-half of their net option exercises over a period
   of five years.  The net option exercise is determined by calculating the
   number of shares acquired upon exercise of a stock option, after deducting
   the number of shares that could have been traded to exercise the option and
   the number of shares that could have been surrendered to satisfy tax
   withholding obligations attributable to the exercise of the options.

        During 1996, the Committee established a stock holding policy for the
   Issuer's directors, including certain persons who are also directors or
   executive officers of the Reporting Person (George N. Hatsopoulos, John N.
   Hatsopoulos, Donald E. Noble and William A. Rainville).  The stock holding
   policy requires each director to hold a minimum of 1,000 shares of Common
   Stock.  

        In addition, the Committee adopted a policy requiring directors to
   hold shares of the Issuer's Common Stock equal to one-half of their net
   option exercises over a period of five years.  The net option exercise is
   determined by calculating the number of shares acquired upon exercise of a
   stock option, after deducting the number of shares that could have been
   traded to exercise the option and the number of shares that could have been
PAGE






   surrendered to satisfy tax withholding obligations attributable to the
   exercise of the option.

   Item 7.   Material to Be Filed as Exhibits

        The following documents relating to the securities of the Issuer are
   incorporated herein by reference.

        (i)       $15,000,000 principal amount Subordinated Convertible Note
   due 1997 from the Issuer to the Reporting Person (filed as Exhibit 4.2 to
   the Issuer's Annual Report on Form 10-K for the fiscal year ended January
   1, 1994 [File No. 1-11406] and incorporated herein by reference).

        (ii)      Incentive Stock Option Plan of the Issuer (filed as Exhibit
   10(k) to the Issuer's Registration Statement on Form S-1 [Reg. No.
   33-51172] and incorporated herein by reference).

        (iii)     Nonqualified Stock Option Plan of the Issuer (filed as
   Exhibit 10(l) to the Issuer's Registration Statement on Form S-1 [Reg. No.
   33-51172] and incorporated herein by reference).

        (iv)      Equity Incentive Plan of the Issuer (filed as Attachment A
   to the Proxy Statement dated May 3, 1994, of the Issuer [File No. 1-11406]
   and incorporated herein by reference).

        (v)       Deferred Compensation Plan for Directors of the Issuer
   (filed as Exhibit 10(m) to the Issuer's Registration Statement on Form S-1
   [Reg. No. 33-51172] and incorporated herein by reference).

        (vi)      Amended and Restated Directors' Stock Option Plan of the
   Reporting Person (filed as Exhibit 10.25 to the Reporting Person's Annual
   Report on Form 10-K for the fiscal year ended December 31, 1994 [File No.
   1-8002] and incorporated herein by reference).

        (vii)     Thermo Electron Corporation-Thermo Fibertek Inc.
   Nonqualified Stock Option Plan (filed as Exhibit 10.14 to the Reporting
   Person's Annual Report on Form 10-K for the fiscal year ended December 28,
   1991 [File No. 1-8002] and incorporated herein by reference).

        (viii)    Restated Stock Holding Assistance Plan and Form of
   Promissory Note (filed as Exhibit 10.26 to the Annual Report on Form 10-K
   of the Issuer for the fiscal year ended December 28, 1996 [File No.
   1-11406] and incorporated herein by reference).
PAGE







   Signatures

        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: June 13, 1997                THERMO ELECTRON CORPORATION


                                      By:   /s/Sandra L. Lambert
                                           -------------------------
                                           Sandra L. Lambert
                                           Secretary
PAGE






   Signatures

        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: June 13, 1997                THERMO ELECTRON CORPORATION


                                      By:  /s/ Sandra L. Lambert
                                           ----------------------
                                           Sandra L. Lambert
                                           Secretary
PAGE







                                   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
   Thermo Electron Corporation, 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 is a General Partner of Venrock Associates, a venture
   capital investment firm.  His business address is 30 Rockefeller Plaza, New
   York, New York  10112.

   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 N.W. 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
   ----------------

        For more than 20 years, from 1959 to 1980, Mr. Noble served as the
   Chief Executive Officer of Rubbermaid, Incorporated, first with the title
PAGE






   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, respectively.
   Her  business address is Suite 1100, 505 Park Avenue, New York, New York  
   10022.  Ms. Olayan is a citizen of Saudi Arabia.

   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,
   5555 Gulf of Mexico Drive, Longboat Key, Florida 34228.

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

   John N. Hatsopoulos:                    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