SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                   ------------------------------------------
                                    FORM 10-K
    (mark one)
    [ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the fiscal year ended March 29, 1997

    [   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

                         Commission file number 1-12636
                             THERMO REMEDIATION INC.
             (Exact name of Registrant as specified in its charter)

    Delaware                                                       59-3203761
    (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                        Identification No.)
    1964 South Orange Blossom Trail
    Apopka, Florida                                                     32703
    (Address of principal executive offices)                       (Zip Code)
       Registrant's telephone number, including area code: (617) 622-1000

           Securities registered pursuant to Section 12(b) of the Act:

        Title of each class        Name of each exchange on which registered
    ----------------------------   -----------------------------------------
    Common Stock, $.01 par value            American Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:
                                      None
    Indicate by check mark whether the Registrant (1) has filed all reports
    required to be filed by Section 13 or 15(d) of the Securities Exchange
    Act of 1934 during the preceding 12 months and (2) has been subject to
    the filing requirements for at least the past 90 days.
    Yes [ X ] No [   ]

    Indicate by check mark if disclosure of delinquent filers pursuant to
    Item 405 of Regulation S-K is not contained herein, and will not be
    contained, to the best of the Registrant's knowledge, in definitive proxy
    or information statements incorporated by reference into Part III of this
    Form 10-K or any amendment to this Form 10-K. [   ]
    The aggregate market value of the voting stock held by nonaffiliates of
    the Registrant as of May 23, 1997, was approximately $25,286,000.

    As of May 23, 1997, the Registrant had 12,510,332 shares of Common Stock
    outstanding.
                       DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the Registrant's Fiscal 1997 Annual Report to Shareholders
    for the year ended March 29, 1997, are incorporated by reference into
    Parts I and II.
    Portions of the Registrant's definitive Proxy Statement for the Annual
    Meeting of Shareholders to be held on September 24, 1997, are
    incorporated by reference into Part III.
PAGE
<PAGE>

                                     PART I


    Item 1.  Business

    (a)  General Development of Business

        Thermo Remediation Inc. (the Company or the Registrant) is a national
    provider of environmental services, including industrial, nuclear, and
    soil remediation, as well as waste-fluids recycling.

        The Company's Remediation Technologies, Inc. (ReTec) subsidiary,
    acquired in December 1995, is a provider of consulting, engineering, and
    on-site services to help clients manage problems associated with
    environmental compliance, waste management, and the remediation of
    industrial sites contaminated with organic wastes and residues.

        In September 1996, the Company acquired IEM Sealand Corporation (IEM
    Sealand) for 311,040 shares of the Company's common stock, valued at $2.0
    million, and $1.7 million in cash. The shares of the Company's common
    stock issued in connection with the acquisition are subject to certain
    restrictions on transfer. IEM Sealand performs cleanups of hazardous
    waste sites for government and industry as a prime construction
    contractor and completes predesigned remedial action contracts at sites
    containing hazardous, toxic, and radioactive waste.

        The Company's Thermo Nutech Inc. (Thermo Nutech) subsidiary provides
    services to remove radioactive contaminants from sand, gravel, and soil,
    as well as health physics services, radiochemistry laboratory services,
    radiation dosimetry services, radiation-instrument calibration and repair
    services, and radiation-source production.

        The Company, through its TPS Technologies Inc. (TPS Technologies)
    subsidiary, designs and operates facilities for the remediation of
    nonhazardous soil and operates such facilities on the East and West
    Coasts. A recent severe downturn in the Company's soil-recycling business
    and relaxed compliance requirements and enforcement activities, which
    resulted in overcapacity in the industry and competitive pricing
    pressures, have led to operating losses at certain sites beginning in
    fiscal 1997. As a result, during fiscal 1997, the Company wrote-down $7.8
    million of certain assets associated with its soil-remediation business.
    The Company expects that closure of two sites with small operating losses
    and a write-down of certain assets at two other sites, at which current
    volumes of soil being processed were insufficient to recover the
    Company's investment, will improve operating results beginning in fiscal
    1998. Revenues and operating losses, exclusive of the write-down, at the
    sites being closed aggregated $2.9 million and $0.6 million,
    respectively, in fiscal 1997.

        The Company's Thermo Fluids Inc. (Thermo Fluids) subsidiary collects,
    tests, processes, and recycles used motor oil and other industrial
    fluids.

        The Company was incorporated in November 1991 as an indirect, wholly
    owned subsidiary of Thermo TerraTech Inc. (Thermo TerraTech), to operate

                                        2PAGE
<PAGE>
    a soil-remediation center in Adelanto, California. On October 1, 1993,
    pursuant to a reorganization, Thermo TerraTech contributed to the Company
    certain additional assets and liabilities pertaining to its
    soil-remediation business. As of March 29, 1997, Thermo TerraTech owned
    8,621,968 shares of the common stock of the Company, representing 69% of
    such stock outstanding. Thermo TerraTech intends, for the foreseeable
    future, to maintain at least 50% ownership of the Company. A publicly
    traded subsidiary of Thermo Electron Corporation (Thermo Electron),
    Thermo TerraTech provides a range of environmental services and
    infrastructure planning and design, encompassing a broad range of
    specializations including consulting and design, laboratory testing, and
    metal treating.

        As of March 29, 1997, Thermo Electron owned 185,400 shares of the
    Company's common stock, representing 1% of such stock outstanding. Thermo
    Electron is a world leader in environmental monitoring and analysis
    instruments, biomedical products such as heart-assist devices and
    mammography systems, papermaking and recycling equipment, biomass
    electric power generation, and other specialized products and
    technologies. Thermo Electron also provides a range of services related
    to environmental quality. Thermo Electron may purchase shares of the
    Company's common stock from time to time in the open market or in
    negotiated transactions. During fiscal 19971, Thermo Electron purchased
    30,000 shares of the Company's common stock in the open market for
    $314,000.

    Forward-looking Statements

         Forward-looking statements, within the meaning of Section 21E of the
    Securities Exchange Act of 1934, are made throughout this Annual Report
    on Form 10-K. For this purpose, any statements contained herein that are
    not statements of historical fact may be deemed to be forward-looking
    statements. Without limiting the foregoing, the words "believes,"
    "anticipates," "plans," "expects," "seeks," "estimates," and similar
    expressions are intended to identify forward-looking statements. There
    are a number of important factors that could cause the results of the
    Company to differ materially from those indicated by such forward-looking
    statements, including those detailed under the caption "Forward-looking
    Statements" in the Registrant's Fiscal 1997 Annual Report to Shareholders
    incorporated herein by reference.

    (b) Financial Information About Industry Segments

        The Company conducts business in one industry segment, environmental
    services. Within this segment, the principal products and services are:
    industrial-remediation services, nuclear-remediation services,
    soil-remediation services, and waste-fluids recycling services.






    1 References to fiscal 1997, 1996, and 1995 herein are for the fiscal
      years ended March 29, 1997, March 30, 1996, and April 1, 1995,
      respectively.
                                        3PAGE
<PAGE>
    (c) Description of Business

        (i) Principal Products and Services

    Industrial-remediation Services

        Through its ReTec subsidiary, the Company provides environmental
    consulting and remediation construction management to clients in the
    railroad transportation, refining, chemical, wood treating, gas, and
    electric utility industries across the nation. ReTec's consulting,
    engineering, and on-site services offer a broad array of remedial
    solutions, all of which are applied from a risk management perspective,
    to help clients manage problems associated with environmental compliance,
    waste management, and the remediation of industrial sites contaminated
    with organic wastes and residues. ReTec provides particular expertise in
    bioremediation, and in managing wastes from manufactured-gas plants,
    refineries, and railroad properties. ReTec operates from offices in 20
    cities and numerous field sites across the country.

        IEM Sealand performs cleanups of hazardous waste sites for government
    and industry as a prime construction contractor and completes predesigned
    remedial action contracts at sites containing hazardous, toxic, and
    radioactive waste. Under contracts with federal and state governments,
    and other public- and private-sector clients, IEM Sealand also provides
    project management and construction services for the remediation of
    hazardous wastes. Most of IEM Sealand's contract work is obtained in a
    bid process with the job being awarded to the lowest qualified bidder.

    Nuclear-remediation Services
    ----------------------------

        Through its Thermo Nutech subsidiary, the Company provides services
    to remove radioactive contaminants from soil, as well as health physics
    services, radiochemistry laboratory services, radiation dosimetry
    services, radiation-instrument calibration and repair services, and
    radiation-source production. As part of its radiation and nuclear/health
    physics services, the Company provides site surveys for radioactive
    materials and on-site samples, as well as analysis in support of
    decontamination programs and dosimetry services to measure personnel
    exposure. As part of its on-site services, the Company usually performs a
    preliminary survey using portable radiation-detection equipment. As a
    result of this survey, samples are taken at critical locations and are
    then analyzed radiometrically and radiochemically in a mobile laboratory
    facility at the site or at one of the Company's laboratories. This data
    is then used to plan cleanup operations. A substantial part of the
    Company's health physics services has been performed under the U.S.
    Department of Energy's (DOE) remedial action programs, including the
    Hanford site. The Company also supplies reusable thermo luminescent
    dosimeter badges. These badges, worn by personnel working in areas where
    radioactive material may be present, are periodically returned to the
    Company for processing to determine the level of radiation exposure. In
    addition, using its proprietary segmented-gate system technology, the
    Company removes radioactive contaminants from soil at the Defense Nuclear
    Fund's site at Johnston Island in the Pacific.

                                        4PAGE
<PAGE>
    Soil-remediation Services
    -------------------------

        The Company's TPS Technologies Inc. subsidiary designs and operates a
    network of facilities for the remediation of nonhazardous soil along the
    East and West coasts. The Company currently provides its soil-remediation
    services from soil-remediation centers in California, Oregon, Washington,
    South Carolina, Maryland, and New York. The Company's soil-remediation
    centers are environmentally secure facilities for receiving, storing, and
    processing petroleum-contaminated soils. Each site consists principally
    of a soil-remediation unit and a soil-storage area.

        The market for remediation of petroleum-contaminated soils, as with
    many other waste markets, was created by environmental regulations. The
    market for soil-remediation services is driven largely by state programs
    to enforce the EPA's underground storage tank (UST) regulations and to
    fund cleanups. UST compliance requirements and attendant remediation
    costs are often beyond the financial capabilities of many individuals and
    smaller companies. To address this problem, some states established
    tax-supported trust funds to assist in the financing of UST compliance
    and remediation. Many states have realized that the number of sites
    requiring remediation and the costs of compliance are substantially
    higher than were originally estimated. As a result, several states have
    significantly reduced compliance requirements and altered regulatory
    approaches and standards in order to reduce the costs of cleanup. More
    lenient regulatory standards, reduced enforcement, and uncertainty with
    respect to such changes has already resulted in lower levels of cleanup
    activity in most states where the Company conducts business, which has
    had a material adverse effect on the Company's business. The recent
    severe downturn in the Company's soil-recycling business and relaxed
    compliance requirements and enforcement activities, which resulted in
    overcapacity in the industry and competitive pricing pressures, have led
    to operating losses at certain sites beginning in fiscal 1997. As a
    result, during fiscal 1997, the Company wrote-down $7.8 million of
    certain assets associated with its soil-remediation business. The Company
    expects that closure of two sites with small operating losses and a
    write-down of certain assets at two other sites, at which current volumes
    of soil being processed were insufficient to recover the Company's
    investment, will improve operating results beginning in fiscal 1998.
    Revenues and operating losses, exclusive of the write-down, at the sites
    being closed were $2.9 million and $0.6 million, respectively, in fiscal
    1997. In addition, underground and aboveground tank regulations, clean
    water legislation, and real estate transfer and financing transactions
    also influence demand for soil-remediation services.

    Waste-fluids Recycling Services
    -------------------------------

        The Company, through its Thermo Fluids subsidiary, collects, tests,
    processes, and recycles used motor oil and other industrial oils. In
    addition, the Company collects and recycles oily water and oil filters.
    Thermo Fluids has processing facilities in Phoenix and Tucson, Arizona;
    and Las Vegas, Nevada, from which Thermo Fluids operates a fleet of oil
    and water collection trucks to pick up waste oils and oily water. Each
    facility consists of a series of tanks set in protective enclosures used
    to store the fluids before processing. Processing of oil consists of
    straining, filtering, and blending. Once processed, the oil is sold as

                                        5PAGE
<PAGE>
    burner fuel for a variety of industrial uses, including use in cement and
    asphalt kilns, industrial furnaces, and as "cutter stock" to make marine
    diesel fuel for large, oceangoing vessels. Water is processed to reclaim
    all usable oil and remove solid contaminants until the water meets sewer
    discharge standards.

        (ii) New Products
             ------------

        The Company has made no commitments to new products that would
    require the investment of a material amount of the Company's assets.

        (iii) Raw Materials

        Supplies purchased by the Company are either available from a number
    of different suppliers or from alternative sources that could be
    developed without a material adverse effect on the Company's business. To
    date, the Company has experienced no difficulties in obtaining these
    materials.

        (iv) Patents, Licenses, and Trademarks

        The Company currently owns or has rights under licenses to a number
    of U.S. patents. Although the Company believes that patent protection
    provides it with competitive advantages with respect to certain portions
    of its business and will continue to seek patent protection when
    appropriate, the Company also believes that its business depends
    primarily upon trade secrets and the technical and marketing expertise of
    its personnel.

        The Company has a perpetual, exclusive, and royalty-free license from
    Thermo TerraTech to develop, own, and operate soil-remediation centers
    and to employ mobile remediation equipment incorporating Thermo
    TerraTech's technology throughout North America (other than in
    Massachusetts and New Hampshire).

        (v) Seasonal Influences

        A majority of the Company's businesses experience seasonal
    fluctuations. A majority of the Company's soil-remediation sites, as well
    as the company's fluids-recycling sites, experience declines in severe
    weather conditions. Site remediation work and certain environmental
    testing services, such as the services provided by ReTec, IEM Sealand,
    and Thermo Nutech, may decline in winter months as a result of severe
    weather conditions.

        (vi) Working Capital Requirements

        In general, there are no special credit terms extended to customers
    that would have a material adverse effect on the Company's working
    capital.

        (vii) Dependency on a Single Customer

        A substantial portion of the Company's nuclear services have been
    provided to the U.S. government. One subcontract for the U.S. government

                                        6PAGE
<PAGE>
    accounted for approximately 5%, 10%, and 4% of the Company's total
    revenues in fiscal 1997, 1996, and 1995, respectively. All other U.S.
    government agencies accounted for 25%, 16%, and 26% of the Company's
    total revenues in fiscal 1997, 1996, and 1995, respectively.

        (viii) Backlog

        The Company's backlog of firm orders was approximately $36,927,000
    and $20,963,000 as of March 29, 1997, and March 30, 1996, respectively.
    The Company believes that substantially all of the backlog at March 29,
    1997, will be shipped or completed during the next 12 months.
    Soil-remediation and waste-fluids recycling services are provided on a
    current basis pursuant to purchase orders. Accordingly, there is no
    backlog for these services.

        (ix) Government Contracts

        See Dependency on a Single Customer.

        (x) Competition

        Each of ReTec's offices is engaged in highly competitive, regional
    markets. ReTec's competition consists of numerous small firms offering
    limited services, as well as much larger firms that offer an array of
    services. The principal competitive factors for ReTec are: reputation;
    experience; price; breadth and quality of services offered; and
    technical, managerial, and business proficiency.

        IEM Sealand competes with numerous regional or local companies as
    well as a number of national remediation contractors. IEM Sealand
    competes primarily based on price, as the vast majority of the contracts
    it seeks are awarded to the lowest bidder.

        Thermo Nutech faces competition from many large national competitors,
    and competes primarily on the basis of its proprietary technology and
    price.

        Competition in the soil-remediation business is intense. The
    Company's principal customers are landfills, including major landfill
    companies. The Company also currently competes with companies offering a
    wide range of disposal options, including other fixed-site,
    thermal-treatment facilities, operators of mobile thermal-treatment
    facilities, bioremediation and vapor-extraction technologies, and, in
    certain states, with asphalt plants and brick kilns that use the
    contaminated soil in their production processes. Competition in the
    soil-remediation market has always been highly localized, consisting
    mostly of single-site or single-unit operators. Competitive conditions
    limit the prices charged by the Company in each local market for
    soil-remediation services. Pricing is therefore a major competitive
    factor for the Company. The Company believes competition and price
    pressure will remain intense for the foreseeable future.


                                        7PAGE
<PAGE>
        Thermo Fluids operates the largest fleet of collection vehicles in
    Arizona and Nevada. Thermo Fluids competes with numerous smaller and
    several larger collection companies in its current market primarily based
    on quality of service and price.

        (xi) Environmental Protection Regulations

        The Company believes that compliance by the Company with federal,
    state, and local environmental protection regulations will not have a
    material adverse effect on its capital expenditures, earnings, or
    competitive position.

        (xii) Number of Employees

        As of March 29, 1997, the Company employed a total of 720 persons.

    (d) Financial Information About Exports by Domestic Operations and About
        Foreign Operations

        Not applicable.

    (e) Executive Officers of the Registrant

                                        Present Title (Fiscal Year First
    Name                     Age        Became Executive Officer)
    --------------------     ---        ------------------------------------
    Jeffrey L. Powell         38        President and Chief Executive
                                          Officer (1993)
    John N. Hatsopoulos       62        Chief Financial Officer and
                                          Vice President (1993)
    Robert W. Dunlap          60        Vice President (1996)
    Nels R. Johnson           46        Vice President (1995)
    James Lousararian         38        Vice President (1991)
    Norman A. Pedersen        39        Vice President (1997)
    Paul F. Kelleher          54        Chief Accounting Officer (1993)

        Each executive officer serves until his successor is chosen or
    appointed by the Board of Directors and qualified or until earlier
    resignation, death, or removal. All executive officers except Messrs.
    Johnson, Dunlap, and Pedersen have held comparable positions for at least
    five years, either with the Company, Thermo TerraTech, or Thermo
    Electron. Mr. Johnson has been Vice President of the Company since 1995.
    He has served as President of the Company's Thermo Nutech business since
    1988. Mr. Dunlap has been Vice President of the Company since 1996 and
    has served as President of ReTec, which he helped found, since 1985. Mr.
    Pedersen has been Vice President of ReTec since 1995. He has also served
    as Director of Business Development for the Company and other Thermo
    Electron entities since 1991. Messrs. Powell, Lousararian, Johnson,
    Dunlap, and Pedersen are full-time employees of the Company. Messrs.
    Hatsopoulos and Kelleher are full-time employees of Thermo Electron, but
    devote such time to the affairs of the Company as the Company's needs
    reasonably require.

                                        8PAGE
<PAGE>
    Item 2.  Properties

        The Company owns approximately 96 acres in Maryland, South Carolina,
    California, Florida, and Oregon, from which it provides soil-remediation
    services. The Company occupies approximately 22 acres in New York,
    Washington, California, Virginia, and South Carolina, pursuant to leases
    expiring in fiscal 1998 through 2006, from which it provides
    soil-remediation services. The Company also occupies approximately 12,000
    square feet of office and engineering space in Florida, pursuant to a
    lease expiring in fiscal 1998.

        The Company occupies approximately 96,000 square feet, pursuant to
    leases expiring in fiscal 1998 through 2002, in Pennsylvania,
    Massachusetts, Washington, Colorado, Texas, Louisiana, Minnesota, New
    York, Indiana, California, and Virginia, from which it provides
    industrial remediation services.

        The Company leases approximately 22,500 square feet, pursuant to
    leases expiring in fiscal 1998 through 1999, in New Mexico and Tennessee,
    and owns approximately 34,000 square feet in New Mexico and California,
    for which it provides nuclear remediation services.

        The Company occupies an aggregate of approximately eight acres on two
    sites in Arizona and one site in Nevada consisting of office space,
    fluids-recycling and maintenance facilities, and sites for fluids storage
    tanks.

        The Company believes that these facilities are adequate for its
    present operations and that other suitable space is readily available if
    any of such leases are not extended.

    Item 3.  Legal Proceedings

        None.

    Item 4.  Submission of Matters to a Vote of Security Holders

        Not applicable.




                                        9PAGE
<PAGE>
                                     PART II


    Item 5.  Market for Registrant's Common Equity and Related Shareholder
             Matters

        Information concerning the market and market price for the
    Registrant's Common Stock, $.01 par value, and dividend policy are
    included under the sections labeled "Common Stock Market Information" and
    "Dividend Policy" in the Registrant's Fiscal 1997 Annual Report to
    Shareholders and is incorporated herein by reference.


    Item 6.  Selected Financial Data 

        The information concerning the Registrant's selected financial data
    is included under the sections labeled "Selected Financial Information"
    and "Dividend Policy" in the Registrant's Fiscal 1997 Annual Report to
    Shareholders and is incorporated herein by reference.


    Item 7.  Management's Discussion and Analysis of Financial Condition and
             Results of Operations

        The information required under this item is included under the
    heading "Management's Discussion and Analysis of Financial Condition and
    Results of Operations" in the Registrant's Fiscal 1997 Annual Report to
    Shareholders and is incorporated herein by reference.


    Item 8.  Financial Statements and Supplementary Data

        The Registrant's Consolidated Financial Statements as of March 29,
    1997, are included in the Registrant's Fiscal 1997 Annual Report to
    Shareholders and are incorporated herein by reference.


    Item 9.  Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosures

        Not applicable.


                                       10PAGE
<PAGE>
                                    PART III


    Item 10.  Directors and Executive Officers of the Registrant

        The information concerning Directors required under this item is
    incorporated herein by reference from the material contained under the
    caption "Election of Directors" in the Registrant's definitive proxy
    statement to be filed with the Securities and Exchange Commission
    pursuant to Regulation 14A, not later than 120 days after the close of
    the fiscal year. The information concerning delinquent filers pursuant to
    Item 405 of Regulation S-K is incorporated herein by reference from the
    material contained under the heading "Section 16(a) Beneficial Ownership
    Reporting Compliance" under the caption "Stock Ownership" in the
    Registrant's definitive proxy statement to be filed with the Securities
    and Exchange Commission pursuant to Regulation 14A, not later than 120
    days after the close of the fiscal year.


    Item 11.  Executive Compensation

        The information required under this item is incorporated herein by
    reference from the material contained under the caption "Executive
    Compensation" in the Registrant's definitive proxy statement to be filed
    with the Securities and Exchange Commission pursuant to Regulation 14A,
    not later than 120 days after the close of the fiscal year.


    Item 12.  Security Ownership of Certain Beneficial Owners and Management

        The information required under this item is incorporated herein by
    reference from the material contained under the caption "Stock Ownership"
    in the Registrant's definitive proxy statement to be filed with the
    Securities and Exchange Commission pursuant to Regulation 14A, not later
    than 120 days after the close of the fiscal year.


    Item 13.  Certain Relationships and Related Transactions

        The information required under this item is incorporated herein by
    reference from the material contained under the caption "Relationship
    with Affiliates" in the Registrant's definitive proxy statement to be
    filed with the Securities and Exchange Commission pursuant to Regulation
    14A, not later than 120 days after the close of the fiscal year.



                                       11PAGE
<PAGE>
                                     PART IV


    Item 14.  Exhibits, Financial Statement Schedules, and Reports on
              Form 8-K

    (a,d)     Financial Statements and Schedules

              (1)The consolidated financial statements set forth in the list
                 below are filed as part of this Report.

              (2)The consolidated financial statement schedule set forth in
                 the list below is filed as part of this Report.

              (3) Exhibits filed herewith or incorporated herein by reference
                 are set forth in Item 14(c) below.

              List of Financial Statements and Schedules Referenced in this
              Item 14

              Information incorporated by reference from Exhibit 13 filed
              herewith:

                 Consolidated Statement of Operations
                 Consolidated Balance Sheet
                 Consolidated Statement of Cash Flows
                 Consolidated Statement of Shareholders' Investment
                 Notes to Consolidated Financial Statements
                 Report of Independent Public Accountants

              Financial Statements and Schedules filed herewith:


                 Financial Statements of Unconsolidated Subsidiary:
                 ReTec/Tetra L.C.

                 Schedule II: Valuation and Qualifying Accounts

              All other schedules are omitted because they are not applicable
              or not required, or because the required information is shown
              either in the financial statements or the notes thereto.

    (b)       Reports on Form 8-K

              None.

    (c)       Exhibits

              See Exhibit Index on the page immediately preceding exhibits.


                                       12PAGE
<PAGE>
                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
    Exchange Act of 1934, the Registrant has duly caused this report to be
    signed by the undersigned, thereunto duly authorized.

    Date: June 6, 1997              THERMO REMEDIATION INC.



                                    By: Jeffrey L. Powell
                                        -------------------------
                                        Jeffrey L. Powell
                                        President and Chief Executive
                                          Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934,
    this report has been signed below by the following persons on behalf of
    the Registrant and in the capacities indicated, as of June 6, 1997.

    Signature                         Title
    ---------                         -----

    By:Jeffrey L. Powell              President, Chief Executive Officer,
       ------------------------        and Director
       Jeffrey L. Powell                

    By:John N. Hatsopoulos            Chief Financial Officer and
       ------------------------        Vice President
       John N. Hatsopoulos             
                                        
    By:Paul F. Kelleher               Chief Accounting Officer
       ------------------------
       Paul F. Kelleher

    By:John P. Appleton               Chairman of the Board and Director
       ------------------------
       John P. Appleton

    By:Elias P. Gyftopoulos           Director
       ------------------------
       Elias P. Gyftopoulos

    By:Fred Holubow                   Director
       ------------------------
       Fred Holubow

    By:Theo Melas-Kyriazi             Director
       ------------------------
       Theo Melas-Kyriazi

    By:Frank E. Morris                Director
       ------------------------
       Frank E. Morris

    By:                                Director
       ------------------------
       William A. Rainville
                                       13PAGE
<PAGE>
                         Report of Independent Auditors



    The Supervisory Board
    RETEC/TETRA L.C.


    We have audited the accompanying balance sheets of RETEC/TETRA L.C. (a
    Limited Liability Corporation) ("the Company") as of December 31, 1996
    and 1995, and the related statements of operations, members' equity, and
    cash flows for each of the years then ended. These financial statements
    are the responsibility of the Company's management. Our responsibility is
    to express an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with generally accepted auditing
    standards. Those standards require that we plan and perform the audit to
    obtain reasonable assurance about whether the financial statements are
    free of material misstatement. An audit includes examining, on a test
    basis, evidence supporting the amounts and disclosures in the financial
    statements. An audit also includes assessing the accounting principles
    used and significant estimates made by management, as well as evaluating
    the overall financial statement presentation. We believe that our audits
    provide a reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above
    present fairly, in all material respects, the financial position of
    RETEC/TETRA L.C. at December 31, 1996 and 1995, and the results of its
    operations and its cash flow for the years then ended, in conformity with
    generally accepted accounting principles.



                                                Ernst & Young LLP



    Houston, Texas
    February 27, 1997




                                       14PAGE
<PAGE>
                                RETEC/TETRA L.C.
                                 BALANCE SHEETS

                                                        December 31
                                                 ---------------------------
                                                     1996           1995
                                                 -----------    ------------
    ASSETS
    Current assets:
      Cash                                       $   589,355    $   114,330
      Trade accounts receivable                    1,669,294      1,506,109
      Accounts receivable from parent
        corporations                                  19,981          4,139
      Prepaid expenses and other current assets      793,790        538,598
                                                 -----------    -----------
          Total current assets                     3,072,420      2,163,176

    Property, plant and equipment:
      Machinery and equipment                     17,966,893     13,881,832
      Automobiles and other equipment                475,673        360,679
      Construction in progress                     1,465,117      1,430,927
                                                 -----------    -----------
                                                  19,907,683     15,673,438
      Less accumulated depreciation               (7,645,348)    (4,475,376)
                                                 -----------    -----------
          Net property, plant and equipment       12,262,335     11,198,062

    Other assets:
      Technology, patents and licenses, net of
        accumulated amortization of $314,860
        in 1996 and $241,694 in 1995                 381,380        454,546
                                                 -----------    -----------
          Total assets                           $15,716,135    $13,815,784
                                                 ===========    ===========

    LIABILITIES AND MEMBERS' EQUITY
    Current liabilities:
      Trade accounts payable                     $   274,818    $ 1,035,316
      Payable to parent corporations                 129,853        270,114
      Accrued expenses                               574,009        368,874
      Current portion of notes payable             1,037,000        668,000
                                                 -----------    -----------
          Total current liabilities                2,015,680      2,342,304

    Long-term portion of notes payable             2,635,139      2,465,000

    Members' equity:
      Invested capital                             9,751,078      8,675,539
      Retained earnings                            1,314,238        332,941
                                                 -----------    -----------
          Total members' equity                   11,065,316      9,008,480
                                                 -----------    -----------
      Total liabilities and members' equity      $15,716,135    $13,815,784
                                                 ===========    ===========

                             See Accompanying Notes

                                       15PAGE
<PAGE>
                                RETEC/TETRA L.C.
                            STATEMENTS OF OPERATIONS


                                                   Year Ended December 31
                                                 ---------------------------
                                                     1996           1995
                                                 -----------    -----------

    Revenues                                     $12,066,497    $ 9,417,408
    Cost of revenues                               9,040,440      8,176,145
                                                 -----------    -----------
    Gross profit                                   3,026,057      1,241,263

    General and administrative expenses            1,664,435      1,170,802
                                                 -----------    -----------
    Operating income                               1,361,622         70,461
    Other income                                      15,523              0
    Interest expense                                (386,843)      (163,165)
    Loss on sale of fixed assets                      (9,005)       (23,666)
                                                 -----------    -----------
    Net income (loss)                            $   981,297    $  (116,370)
                                                 ===========    ===========


                             See Accompanying Notes





                                       16PAGE
<PAGE>
                                RETEC/TETRA L.C.
                          STATEMENTS OF MEMBERS' EQUITY


                                      TETRA       Remediation
                                  Technologies,  Technologies,
                                       Inc.           Inc.          Total
                                  -------------  -------------   -----------
    Balance at August 1, 1992

      Capital contribution          $   800,000   $ 2,375,539   $ 3,175,539

      1992 net loss                    (285,303)     (285,303)     (570,606)
                                    -----------   -----------   -----------
    Balance at December 31, 1992        514,697     2,090,236     2,604,933

      Capital contribution            2,400,000     1,900,000     4,300,000

      1993 net loss                    (124,225)     (124,224)     (248,449)
                                    -----------   -----------   -----------
    Balance at December 31, 1993      2,790,472     3,866,012     6,656,484

      Capital contribution              600,000       600,000     1,200,000

      1994 net income                   634,183       634,183     1,268,366
                                    -----------   -----------   -----------
    Balance at December 31, 1994      4,024,655     5,100,195     9,124,850

      1995 net loss                     (58,185)      (58,185)     (116,370)
                                    -----------   -----------   -----------
    Balance at December 31, 1995      3,966,470     5,042,010     9,008,480

      Capital contribution            1,075,539             0     1,075,539

      1996 net income                   490,649       490,648       981,297
                                    -----------   -----------   -----------
    Balance at December 31, 1996    $ 5,532,658   $ 5,532,658   $11,065,316
                                    ===========   ===========   ===========


                             See Accompanying Notes





                                       17PAGE
<PAGE>
                                RETEC/TETRA L.C.
                            STATEMENTS OF CASH FLOWS


                                                    Year Ended December 31
                                                 ---------------------------
                                                     1996            1995
                                                 -----------     -----------
    Operating activities:
      Net income (loss)                          $   981,297    $  (116,370)
      Adjustments to reconcile net income (loss)
        to cash provided by operating activities:
          Depreciation and amortization            3,251,037      2,344,990
          Loss on the sale of fixed assets             9,005         23,666
          Changes in operating assets and
            liabilities:
              Accounts receivable                   (179,027)        37,957
              Prepaid expenses and other
                current assets                      (255,192)      (228,489)
              Trade accounts payable and accrued
                expenses                            (695,624)      (189,320)
                                                 -----------    -----------
      Net cash provided by operating activities    3,111,496      1,872,434

    Investing activities:
      Purchase of property, plant and equipment   (4,252,649)    (5,135,545)
      Purchase of patents, royalties and
        technologies                                       0        (26,357)
      Proceeds from sale of assets                     1,500         65,671
                                                 -----------    -----------
      Net cash used in investing activities       (4,251,149)    (5,096,231)

    Financing activities:
      Proceeds from long-term debt                 3,585,000      3,340,000
      Principal payments on long-term debt        (3,045,861)      (207,000)
      Capital contribution - TETRA                 1,075,539              0
                                                 -----------    -----------
      Net cash provided by financing activities    1,614,678      3,133,000
    Increase (decrease) in cash                      475,025        (90,797)

    Cash at beginning of period                      114,330        205,127
                                                 -----------    -----------
    Cash at end of period                        $   589,355    $   114,330
                                                 ===========    ===========

    Supplemental Cash Flow Information:
      Interest paid                              $   426,370    $   163,165


                             See Accompanying Notes


                                       18PAGE
<PAGE>
                                RETEC/TETRA L.C.
                          NOTES TO FINANCIAL STATEMENTS


                                December 31, 1996


    NOTE A -- ORGANIZATION AND OPERATIONS

        RETEC/TETRA L.C. ("the Company") was formed August 1, 1992 as a joint
    venture with RETEC/Thermal (RETEC), a wholly-owned subsidiary of
    Remediation Technologies, Inc., owning 50% and TETRA/Thermal, (TETRA) a
    wholly-owned subsidiary of TETRA Technologies, Inc., owning the other
    50%. The Company installs and operates systems to process hazardous and
    non-hazardous wastes at petroleum refineries located primarily in the
    Gulf Coast region. In December 1995 Remediation Technologies, Inc. was
    acquired by Thermo Remediation Inc.


    NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Concentration of Credit Risk

        Financial instruments which subject the Company to concentrations of
    credit risk consist principally of trade receivables. The Company's
    policy is to evaluate, prior to contract signing, each customer's
    financial condition and determine the amount of open credit to be
    extended; generally collateral is not required. The trade receivables
    primarily include activity with major petroleum refinery companies.

    Property, Plant and Equipment

        Property, plant and equipment contributed by RETEC upon formation of
    the venture are stated at the value in the formation agreement and assets
    purchased subsequent are stated at cost. Expenditures that increase the
    useful lives of assets are capitalized. The costs of repairs and
    maintenance are charged to operations as incurred. Assets contributed at
    the Company's formation are depreciated using a declining-balance method
    converting to the straight-line method. All assets acquired subsequent to
    formation are depreciated using the straight-line method. The estimated
    useful lives of assets are as follows:

         Machinery and Equipment             2 to 10 years
         Automobiles and other equipment     2 to  5 years

    Technology, Patents and Licenses

        Technology, patents and licenses, which relate to proprietary waste
    treatment processes contributed by RETEC, were estimated at the stated
    value in the formation agreement. Patents and licenses are amortized over
    the estimated useful lives generally ranging from five to ten years.
    Technologies are amortized over estimated useful lives from eight to ten
    years.


                                        19PAGE
<PAGE>
                                RETEC/TETRA L.C.
                          NOTES TO FINANCIAL STATEMENTS


                                December 31, 1996


    NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)

    Income Taxes
        The Company has elected to be treated as a partnership for federal
    income tax purposes. RETEC and TETRA include their respective shares of
    the net income (loss) of the Company in their federal and state tax
    returns.

    Allocation of Joint Venture Profit and Loss

        In accordance with the formation agreement, net income (loss) is to
    be allocated to RETEC and TETRA in accordance with their partnership
    interests.

    Operating Leases

        The Company periodically enters into operating leases for various
    pieces of equipment and warehouse space. Aggregate rental expense under
    these agreements was $353,305 and $603,210 in 1996 and 1995,
    respectively. Minimum future annual lease payments under non-cancelable
    operating leases are as follows for the years ending December 31, 1997: -
    $72,188; 1998 - $51,385; 1999 - $31,868; 2000 - $3,591. The lease for
    warehouse space expires March 1997 but the Company expects to renew the
    lease.

    Use of Estimates

        Management is required to make estimates and assumptions that affect
    the amounts reported in the financial statements and accompanying notes.
    Actual results could differ from those estimates.

    Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets
    to Be Disposed Of

        In March 1995, The Financial Accounting Standards Board issued
    Accounting for the Impairment of Long-Lived Assets and for Long-Lived
    Assets to Be Disposed Of (SFAS 121), which requires impairment losses to
    be recorded on long-lived assets used in operations when indicators of
    impairment are present and the discounted cash flows estimated to be
    generated by those assets are less than the assets' carrying amount. SFAS
    121 also addresses the accounting for long-lived assets that are expected
    to be disposed of. The Company adopted SFAS 121 in the first quarter of
    1996 and the effect of adoption was not material.

    Financial Instruments

        The carrying amount of the Company's financial instruments
    approximate fair market value.
                                        20PAGE
<PAGE>
                                RETEC/TETRA L.C.
                          NOTES TO FINANCIAL STATEMENTS


                                December 31, 1996


    NOTE C -- CAPITAL CONTRIBUTIONS

        The Company was initially capitalized with TETRA contributing
    $800,000 in cash and RETEC contributing thermal plant equipment valued at
    $1,775,539 and thermal desorption process technology valued at $600,000.
    Each partner contributed $600,000 in 1994 and $1.4 million in 1993 in
    additional capital to fund the construction of two new projects. In
    September 1993, the Company acquired the assets of the Environmental
    Services Division of TRW for $1 million, with each partner contributing
    $500,000. Additionally, TETRA contributed $500,000 of working capital in
    1993. In September 1996, TETRA contributed $1,075,540 toward the purchase
    of additional equipment to be used in future projects. 


    NOTE D -- LONG-TERM DEBT

    Long-term debt consists of the following:
                                                              December 31
                                                           -----------------
                                                             
                                                             (In thousands) 
                                                              1996      1995
                                                           -------   -------
    Revolving credit agreement of $500,000 with
      an interest rate of prime and a commitment
      fee of 3/8% on the unused portion of the loan.
      The agreement expired December 15, 1996.             $     -   $     -
    Promissory note payable to Texas Commerce Bank
      at fixed interest rate of 8.05%, payable $100,000
      quarterly plus interest and due June 15, 2000.
      The note is secured by the underlying equipment
      and is guaranteed by both parent corporations.         1,401     1,898
    Promissory note payable to Texas Commerce Bank at
      prime interest rate, payable $65,000 quarterly
      plus interest and due October 15, 2000. The note
      is secured by the underlying equipment and is
      guaranteed by both parent corporations.                  575     1,235
    Promissory note payable to Texas Commerce Bank 
      at prime interest rate, payable $94,250 quarterly
      plus interest and due May 20, 2001. The note is
      secured by the underlying equipment and is
      guaranteed by both parent corporations.                1,696         -
                                                           -------   -------
                                                             3,672     3,133

    Less: Current portion                                   (1,037)     (668)
                                                           -------   -------
                                                           $ 2,635   $ 2,465
                                                           =======   =======

                                        21PAGE
<PAGE>
                                RETEC/TETRA L.C.
                          NOTES TO FINANCIAL STATEMENTS


                                December 31, 1996


    NOTE D -- LONG-TERM DEBT (con't)
        Scheduled maturities for the next five years are as follows: (In
    thousands)

                  1997                          $ 1,037
                  1998                            1,037
                  1999                              832
                  2000                              578
                  2001                              188
                                                -------
                                                $ 3,672
                                                =======


    NOTE E -- RELATED-PARTY TRANSACTIONS

        The Company was billed approximately $1,305,577 in 1996 and $922,164
    in 1995 by the owners, primarily TETRA, for administrative services and
    materials rendered on behalf of the Company.


    NOTE F -- COMMITMENTS AND CONTINGENCIES

        The Company is subject to litigation and other proceedings arising in
    the ordinary course of business. While the outcome of the litigation and
    other proceedings against the Company cannot be predicted with certainty,
    management does not expect these matters to have a material adverse
    impact on the Company.



                                        22PAGE
<PAGE>

                    Report of Independent Public Accountants
                    ----------------------------------------


    To the Shareholders and Board of Directors of Thermo Remediation Inc.:

        We have audited, in accordance with generally accepted auditing
    standards, the consolidated financial statements included in Thermo
    Remediation Inc.'s Annual Report to Shareholders incorporated by
    reference in this Form 10-K, and have issued our report thereon dated May
    6, 1997. Our audits were made for the purpose of forming an opinion on
    those statements taken as a whole. The schedule listed in Item 14 on page
    12 is the responsibility of the Company's management and is presented for
    purposes of complying with the Securities and Exchange Commission's rules
    and is not part of the basic consolidated financial statements. This
    schedule has been subjected to the auditing procedures applied in the
    audits of the basic consolidated financial statements and, in our
    opinion, fairly states in all material respects the consolidated
    financial data required to be set forth therein in relation to the basic
    consolidated financial statements taken as a whole.



                                            Arthur Andersen LLP



    Boston, Massachusetts
    May 6, 1997


                                       23PAGE
<PAGE>
 SCHEDULE II


                             THERMO REMEDIATION INC.

                        Valuation and Qualifying Accounts

                                 (In thousands)

                   Balance
                        at  Provision             Accounts              Balance
                 Beginning Charged to   Accounts  Written-               at End
 Description       of Year    Expense  Recovered       off  Other(b)    of Year
 ------------------------------------------------------------------------------
 Allowance for
   Doubtful Accounts

 Year Ended
   March 29, 1997    $ 786      $ 162      $   5     $(191)   $ 795     $1,557 
  
 Year Ended
   March 30, 1996    $ 394      $(184)     $  12     $ (96)   $ 660     $  786

 Year Ended
   April 1, 1995     $ 415      $  15      $   -     $ (55)   $  19     $  394


 (a) Includes allowances of businesses acquired during the year as described in
     Note 3 to Consolidated Financial Statements in the Registrant's Fiscal
     1997 Annual Report to Shareholders.




                                       24PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number       Description of Exhibit
    ------------------------------------------------------------------------
      2.1        Form of Agreement of Merger between Thermo Remediation
                 Inc. (California) and Thermo Remediation Inc.
                 (Delaware) (filed as Exhibit 2.1 to the Registrant's
                 Registration Statement on Form S-1 [Reg. No. 33-70544]
                 and incorporated herein by reference).

      2.2        Securities Purchase Agreement dated as of September
                 27, 1993, between TPS Technologies Inc. and the
                 Registrant (filed as Exhibit 2.2 to the Registrant's
                 Registration Statement on Form S-1 [Reg. No. 33-70544]
                 and incorporated herein by reference).

      2.3        Asset Transfer Agreement dated as of October 1, 1993,
                 among Thermo TerraTech Inc. (formerly Thermo Process
                 Systems Inc.), TPS Technologies Inc., and the
                 Registrant (filed as Exhibit 2.3 to the Registrant's
                 Registration Statement on Form S-1 [Reg. No. 33-70544]
                 and incorporated herein by reference).

      2.4        Exclusive License Agreement dated as of October 1,
                 1993, among Thermo TerraTech Inc. (formerly Thermo
                 Process Systems Inc.), TPS Technologies Inc., and the
                 Registrant (filed as Exhibit 2.4 to the Registrant's
                 Registration Statement on Form S-1 [Reg. No. 33-70544]
                 and incorporated herein by reference).

      2.5        Non-Competition and Non-Disclosure Agreement dated as
                 of October 1, 1993, among Thermo TerraTech Inc.
                 (formerly Thermo Process Systems Inc.)., TPS
                 Technologies Inc., and the Registrant (filed as
                 Exhibit 2.5 to the Registrant's Registration Statement
                 on Form S-1 [Reg. No. 33-70544] and incorporated
                 herein by reference).

      3.1        Certificate of Incorporation of the Registrant (filed
                 as Exhibit 3.1 to the Registrant's Registration
                 Statement on Form S-1 [Reg. No. 33-70544] and
                 incorporated herein by reference).

      3.2        Bylaws of the Registrant (filed as Exhibit 3.2 to the
                 Registrant's Registration Statement on Form S-1 [Reg.
                 No. 33-70544] and incorporated herein by reference).

                 The Registrant hereby agrees, pursuant to Item
                 601(b)(4)(iii)(A) of Regulation S-K, to furnish to the
                 Commission, upon request, a copy of each instrument
                 with respect to long-term debt of the Company or its
                 subsidiaries.

                                       25PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number       Description of Exhibit
    ------------------------------------------------------------------------
     10.1        Corporate Services Agreement dated June 1, 1992,
                 between Thermo Electron Corporation and the Registrant
                 (filed as Exhibit 10.1 to the Registrant's
                 Registration Statement on Form S-1 [Reg. No. 33-70544]
                 and incorporated herein by reference).

     10.2        Thermo Electron Corporate Charter, as amended and
                 restated effective January 3, 1993 (filed as Exhibit
                 10.1 to Thermo Electron's Annual Report on Form 10-K
                 for the fiscal year ended January 2, 1993 [File No.
                 1-8002] and incorporated herein by reference).

     10.3        Tax Allocation Agreement dated as of June 1, 1992,
                 between Thermo TerraTech Inc. (formerly Thermo Process
                 Systems Inc.) and the Registrant (filed as Exhibit
                 10.3 to the Registrant's Registration Statement on
                 Form S-1 [Reg. No. 33-70544] and incorporated herein
                 by reference).
     10.4        Securities Purchase Agreement dated as of September
                 27, 1993, between Fred Holubow and the Registrant
                 (filed as Exhibit 10.5 to the Registrant's
                 Registration Statement on Form S-1 [Reg. No. 33-70544]
                 and incorporated herein by reference).

     10.5        Master Repurchase Agreement dated January 1, 1994,
                 between the Registrant and Thermo Electron Corporation
                 (filed as Exhibit 10.6 to the Registrant's
                 Registration Statement on Form S-1 [Reg. No. 33-77818]
                 and incorporated herein by reference).

     10.6        Equity Incentive Plan of the Registrant (filed as
                 Exhibit 10.7 to the Registrant's Registration
                 Statement on Form S-1 [Reg. No. 33-70544] and
                 incorporated herein by reference).

     10.7        Deferred Compensation Plan for Directors of the
                 Registrant (filed as Exhibit 10.8 to the Registrant's
                 Registration Statement on Form S-1 [Reg. No. 33-70544]
                 and incorporated herein by reference).
     10.8        Amended and Restated Directors Stock Option Plan
                 (filed as Exhibit 10.8 to the Registrant's Annual
                 Report on Form 10-K for the fiscal year ended April 1,
                 1995 [File No. 1-12636] and incorporated herein by
                 reference).


                                       26PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number       Description of Exhibit
    ------------------------------------------------------------------------
                 In addition to the stock-based compensation plans of
                 the Registrant, the executive officers of the
                 Registrant may be granted awards under stock-based
                 compensation plans of Thermo Electron and Thermo
                 TerraTech for services rendered to the Registrant or
                 to such affiliated corporations. Thermo Electron's
                 plans were filed as Exhibits 10.21 through 10.45 to
                 the Annual Report on Form 10-K of Thermo Electron for
                 the year ended December 28, 1996 [File No. 1-8002] and
                 Thermo TerraTech's plans were filed as Exhibits 10.36
                 to 10.41 to the Annual Report on Form 10-K for the
                 fiscal year ended March 29, 1997 [File No. 1-9549] and
                 are incorporated herein by reference.

     10.9        Form of Indemnification Agreement for Officers and
                 Directors (filed as Exhibit 10.10 to the Registrant's
                 Registration Statement on Form S-1 [Reg. No. 33-70544]
                 and incorporated herein by reference).

     10.10       Stock Purchase and Note Issuance Agreement dated as of
                 November 22, 1993, between Thermo TerraTech Inc.
                 (formerly Thermo Process Systems Inc.) and the
                 Registrant (filed as Exhibit 10.11 to the Registrant's
                 Registration Statement on Form S-1 [Reg. No. 33-70544]
                 and incorporated herein by reference).

     10.11       $2,650,000 principal amount Subordinated Convertible
                 Note dated as of November 22, 1993, made by the
                 Registrant, issued to Thermo TerraTech Inc. (formerly
                 Thermo Process Systems Inc.) (filed as Exhibit 10.12
                 to the Registrant's Registration Statement on Form S-1
                 [Reg. No. 33-70544] and incorporated herein by
                 reference).

     10.12       Note dated December 24, 1994, from Thermo Remediation
                 Inc. to Thermo Electron Corporation (filed as Exhibit
                 10.12 to the Registrant's Annual Report on Form 10-K
                 for the fiscal year ended April 1, 1995 [File No.
                 1-12636] and incorporated herein by reference).

     10.13       Asset Purchase Agreement dated as of November 19,
                 1993, by and among All Western Oil, Inc. and certain
                 affiliates thereof and Thermo Fluids Inc. (filed as
                 Exhibit 10.13 to the Registrant's Registration
                 Statement on Form S-1 [Reg. No. 33-70544] and
                 incorporated herein by reference).


                                       27PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number       Description of Exhibit
    ------------------------------------------------------------------------
     10.14       First Addendum to Asset Purchase Agreement dated as of
                 August 7, 1994, among All Western Oil, Inc. and
                 certain affiliates thereof and Thermo Fluids Inc.
                 (filed as Exhibit 10.1 to the Registrant's Quarterly
                 Report on Form 10-Q for the fiscal quarter ended
                 October 1, 1994 [File No. 1-12636] and incorporated
                 herein by reference).

     10.15       Promissory Note in the principal amount of $700,000,
                 dated August 7, 1994 (filed as Exhibit 10.2 to the
                 Registrant's Quarterly Report on Form 10-Q for the
                 fiscal quarter ended October 1, 1994 [File No.
                 1-12636] and incorporated herein by reference).

     10.16       Security Agreement dated as of August 7, 1994, among
                 All Western Oil, Inc. et al. and Thermo Fluids Inc.
                 (filed as Exhibit 10.3 to the Registrant's Quarterly
                 Report on Form 10-Q for the fiscal quarter ended
                 October 1, 1994 [File No. 1-12636] and incorporated
                 herein by reference).

     10.17       Purchase and Sale Agreement dated as of December 20,
                 1994 by and among TPS Technologies Inc., TPST Soil
                 Recyclers of Maryland Inc., Rafich Corporation, Harry
                 Ratrie, John C. Cyphers, and J. Thomas Hood (filed as
                 Exhibit 1 to the Registrant's Current Report on Form
                 8-K for the events occurring on December 21, 1994
                 [File No. 1-12636] and incorporated herein by
                 reference).

     10.18       Master Reimbursement Agreement dated January 1, 1994,
                 between the Registrant, Thermo Electron Corporation,
                 and Thermo TerraTech Inc. (formerly Thermo Process
                 Systems Inc.) (filed as Exhibit 10.22 to Thermo
                 TerraTech's Annual Report on Form 10-K for the fiscal
                 year ended April 2, 1994 [File No. 1-9549] and
                 incorporated herein by reference).

     10.19       Agreement and Plan of Merger dated as of the 1st day
                 of December, 1995, by and among the Registrant, TRI
                 Acquisition Inc. and Remediation Technologies, Inc.
                 (filed as Exhibit 2(a) to Thermo TerraTech's Current
                 Report on Form 8-K relating to the events occurring on
                 December 8, 1995 [File No. 1-9549] and incorporated
                 herein by reference).


                                       28PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number       Description of Exhibit
    ------------------------------------------------------------------------
     10.20       Agreement and Plan of Merger dated as of June 28,
                 1995, by and among the Thermo TerraTech Inc. Eberline
                 Acquisition Inc., the Registrant and Eberline Holdings
                 Inc. (filed as Appendix B to the Registrant's Proxy
                 Statement for the Annual Meeting held on December 13,
                 1995 [File No. 1-12636] and incorporated herein by
                 reference).

     10.21       Restated Stock Holdings Assistance Plan and Form of
                 Executive Loan.

     11          Statement re: Computation of Earnings (Loss) per
                 Share.

     13          Annual Report to Shareholders for the fiscal year
                 ended March 29, 1997 (only those portions incorporated
                 herein by reference).

     21          Subsidiaries of the Registrant.

     23.1        Consent of Arthur Andersen LLP.

     23.2        Consent of Ernst & Young LLP.

     27          Financial Data Schedule.