SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                                (Amendment No. 5)

                               FLIR Systems, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

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

                                   302445 10 1
                        -------------------------------
                                 (CUSIP Number)


                             Seth H. Hoogasian, Esq.
                                 General Counsel
                                 (781) 622-1000
                           Thermo Electron Corporation
                                 81 Wyman Street
                             Waltham, MA 02454-9046
                        -------------------------------
       (Name, Address and Telephone Number of Person Authorized to Receive
                           Notices and Communications)


                               September 23, 2002
-------------------------------------------------------------------------------
             (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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].

         Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
-------------------------------------------------------------------------------




-------- ----------------------------------------------------------------------
         NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  1.     Thermo Electron Corporation
         IRS No. 04-2209186
-------- ----------------------------------------------------------------------
  2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GOUP*
                                                                         (a)[ ]
                                                                         (b)[ ]
 -------- ---------------------------------------------------------------------
  3.     SEC USE ONLY
-------- ----------------------------------------------------------------------
  4.     SOURCE OF FUNDS*

         OO

-------- ----------------------------------------------------------------------
  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
-------- ----------------------------------------------------------------------
     NUMBER OF SHARES         7.    SOLE VOTING POWER
     BENEFICIALLY
       OWNED BY                      702,875
    EACH REPORTING
      PERSON WITH

--------------------------- ------- -------------------------------------------
                              8.    SHARED VOTING POWER

                                    0
--------------------------- ------- -------------------------------------------
                                    SOLE DISPOSITIVE POWER

                              9.    702,875
--------------------------- ------- -------------------------------------------
                             10.    SHARED DISPOSITIVE POWER

                                    0
 -------- ---------------------------------------------------------------------
  11.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         702,875
-------- ----------------------------------------------------------------------
  12.    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                        [ ]
-------- ----------------------------------------------------------------------
  13.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         4.2%
-------- ----------------------------------------------------------------------
  14     TYPE OF REPORTING PERSON *

         CO
-------- -----------------------------------------------------------------------
         *SEE INSTRUCTIONS BEFORE FILLING OUT!




     Thermo  Electron  Corporation  hereby  amends its statement on Schedule 13D
relating  to the shares  (the  "Shares")  of common  stock,  par value $0.01 per
share, of FLIR Systems, 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  changes  in  the
information previously reported under Items 4 and 5 of this Schedule 13D.

     The Reporting  Person develops,  manufactures and markets  technology-based
instruments, components and systems serving multiple markets, including, without
limitation,  life  sciences,  telecommunications  and  food,  drug and  beverage
production.  The  Reporting  Person  also  develops,  manufactures  and  markets
diagnostic and monitoring products serving the healthcare industry.

     The  principal  business  address  and  principal  office  address  of  the
Reporting  Person,  a  Delaware  corporation,   is  81  Wyman  Street,  Waltham,
Massachusetts 02454-9046.

     Appendix A attached to this  Schedule  13D 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 judgement,
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.

Item 4. Purpose of Transaction

     The last two  paragraphs of Item 4 are hereby amended and restated in their
entirety as follows:


     Since July 2001, the Reporting  Person has from time to time sold Shares in
the open market as part of its overall  corporate  reorganization  announced  in
January 2000,  whereby the Reporting  Person has divested of noncore  businesses
and assets.  The Reporting  Person  expects to continue  selling  Shares in such
manner and in such amounts as it determines to be  appropriate.  In  determining
whether to do so, the Reporting Person will consider  various relevant  factors,
including  its  evaluation  of the Issuer's  business,  prospects  and financial
condition,  the market  price and trading  volume of the Shares,  the  Reporting
Person's  cash   requirements,   tax  and   accounting   considerations,   other
opportunities  available to the Reporting Person and general market and economic
conditions.

     Except as set forth in this Item 4,  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.

     Item 5 is hereby amended and restated in its entirety as follows:

     (a) The  Shares  beneficially  owned by the  Reporting  Person  consist  of
702,875  Shares,  or  approximately  4.2%  of  the  outstanding  Shares.  To the
knowledge of the Reporting Person,  the executive  officers and directors of the
Reporting Person  beneficially own no Shares within the meaning of Rule 13d-3 of
the Securities Exchange Act of 1934, as amended.

     (b) The  Reporting  Person  has the sole  power to vote and  dispose of the
Shares beneficially owned by it.

     (c) Except as described below in this Item 5 and in Item 6 of this Schedule
13D, neither the Reporting Person nor, to the knowledge of the Reporting Person,
any person named in Appendix A  beneficially  has effected any  transactions  in
Common Stock during the past 60 days.

     The  Reporting  Person has  effected the  following  open market sales with
respect to the Shares in the past 60 days:

-------    --------------- -----------------------
Date            Amount       Price per Share
-------    --------------- -----------------------
07/25/02        13,000          $42.88
-------    --------------- -----------------------
07/26/02        37,000          $42.77
-------    --------------- -----------------------
07/29/02         5,000          $42.75
-------    --------------- -----------------------
07/30/02        12,500          $42.75
-------    --------------- -----------------------
08/27/02         9,000          $41.53
-------    --------------- -----------------------
09/17/02        26,000          $39.00
-------    --------------- -----------------------
09/23/02        41,800          $38.08
-------    --------------- -----------------------
09/25/02       100,000          $39.88
-------    --------------- -----------------------
09/26/02         1,000          $40.58
-------    --------------- -----------------------

     In addition to the foregoing, on August 15, 2002, the Reporting Person made
a charitable contribution of 8,125 shares of Common Stock.

     (d) None.

     (e) Not applicable.








                                    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:    October 16, 2002               THERMO ELECTRON CORPORATION



                                        By:     /s/ Theo Melas-Kyriazi
                                                -----------------------------
                                        Name:    Theo Melas-Kyriazi
                                        Title:   Vice President and
                                                Chief Financial Officer






      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 and director of Thermo Electron is 81
Wyman Street, Waltham, Massachusetts 02454-9046.

Peter O. Crisp:                             Director, Thermo Electron

     Mr. Crisp is the Vice Chairman of Rockefeller Financial Services, Inc.

John L. LaMattina                           Director, Thermo Electron

     Dr. LaMattina is the Executive Vice President of Pfizer Global Research and
Development.  His business address is Pfizer, Inc. 50 Pequot Avenue, New London,
Connecticut 06230

Jim P. Manzi:                               Director, Thermo Electron

     Mr. Manzi is Chairman of  Stonegate  Capital,  a firm  involved in personal
investments.

Robert A. McCabe:                           Director, Thermo Electron

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

Robert W. O'Leary:                          Director, Thermo Electron

     Mr.  O'Leary is the  Chairman and Chief  Executive  Officer of The Sagamore
Group, a firm specializing in change  management  situations with a focus on the
service sector.

Michael E. Porter:                          Director, Thermo Electron

     Dr.  Porter is the Bishop  William  Lawrence  University  Professor  at the
Harvard Business  School,  and a leading  authority on competitive  strategy and
international competitiveness.  His business address is Harvard Business School,
Soldiers Field Road, Boston, Massachusetts 02163.

Elaine S. Ullian:                           Director, Thermo Electron

     Ms.  Ullian is  President  and Chief  Executive  Officer of Boston  Medical
Center, a 550-bed academic medical center affiliated with Boston University. Her
business  address is Boston Medical Center,  Talbot 1, One Boston Medical Center
Place, Boston, Massachusetts 02118.



Richard F. Syron:  Director,  Chairman of the Board and Chief Executive Officer,
                   Thermo Electron

Marijn E. Dekkers: Director,  President  and Chief  Operating  Officer,  Thermo
                   Electron

     Mr. Dekkers is a citizen of The Netherlands.

Guy  Broadbent:    Vice President, Thermo Electron; President, Optical
                   Technologies

     Mr. Broadbent is a citizen of the United Kingdom.

Barry S. Howe:     Vice President, Thermo Electron; President, Measurement and
                   Control

Marc N. Casper:    Vice President, Thermo Electron; President, Life and
                   Laboratory Sciences

Seth H. Hoogasian: Vice President and General Counsel, Thermo Electron

Theo Melas-Kyriazi: Vice President and Chief Financial Officer, Thermo Electron

     Mr. Melas-Kyriazi is a citizen of Greece.

Peter E. Hornstra:  Corporate Controller and Chief Accounting Officer,
                    Thermo Electron