SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                 __________________________________________  

                        AMENDMENT NO. 1 ON FORM 10-K/A
                                 TO FORM 10-K

       (mark one)   X     Annual Report Pursuant to Section 13 or
                  -----
                     15(d) of the Securities Exchange Act of 1934

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

                         Commission file number 1-9786

                        THERMO INSTRUMENT SYSTEMS INC.
            (Exact name of Registrant as specified in its charter)

       Delaware                                               04-2925809
       (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                Identification No.)

       1275 Hammerwood Avenue
       Sunnyvale, California                                       94089
       (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:

                                                Name of each exchange
            Title of each class                  on which registered
            -------------------                -------------------------
            Common Stock, $.10 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 January 24, 1997, was
       approximately $597,117,000.
PAGE
<PAGE>






       As of  January 24, 1997, the Registrant had 96,931,388 shares of
       Common Stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

       Portions of the Registrant's Annual Report to Shareholders for
       the fiscal year ended December 28, 1996, are incorporated by
       reference into Parts I and II.



            Part III, Item 10.      Directors and Executive Officers of
                                    the Registrant.

            Part III, Item 11.      Executive Compensation.

            Part III, Item 12.      Security Ownership of Certain 
                                    Beneficial Owners and Management.

            Part III, Item 13.      Certain Relationships and 
                                    Transactions.


            The information required under these items, originally to be
       incorporated by reference from the Registrant's definitive proxy
       statement to be filed with the Commission pursuant to Regulation
       14A, not later than 120 days after the close of the fiscal year,
       is contained in the following Attachment A, which is included
       herein and made a part of this Annual Report on Form 10-K.

                                  SIGNATURES


            Pursuant to the requirements of Section 13 or 15(d) of the
       Securities Exchange Act of 1934, the Registrant has duly caused
       this Amendment No. 1 on Form 10-K/A to be signed by the
       undersigned, duly authorized.


                                    THERMO INSTRUMENT SYSTEMS INC.


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




                                 ATTACHMENT A

       DIRECTORS
PAGE
<PAGE>





            Set forth below are the names of the persons serving as
       directors, their ages, their offices in the Corporation, if any,
       their principal occupation or employment for the past five years,
       the length of their tenure as directors and the names of other
       public companies in which such persons hold directorships.
       Information regarding their beneficial ownership of the
       Corporation's Common Stock, and the common stock of its
       subsidiaries and its parent company, Thermo Electron Corporation
       ("Thermo Electron"), a diversified high technology company, is
       reported under the caption "Stock Ownership."  
        
       Frank Borman        Col. Borman, 69, has been a director of the
                           Corporation since 1986. Col. Borman has
                           been president and chief executive officer
                           of Patlex Corporation, a patent licensing
                           company, and a trustee of the National
                           Geographic Society, for at least five
                           years. Col. Borman is also a director of
                           American Superconductor Corporation,
                           Database Online Corporation, Outboard
                           Marine Group Inc. and The Home Depot, Inc.

       George N.           Dr. Hatsopoulos, 70, has been a director of
       Hatsopoulos         the Corporation since 1986.  Dr.
                           Hatsopoulos has been the chairman and chief
                           executive officer of Thermo Electron since
                           he founded the company in 1956 and
                           president of Thermo Electron from 1956
                           until January 1997.  He was also chairman
                           of the board of the Corporation from 1986
                           to March 1997.  Dr. Hatsopoulos is also a
                           director of Photoelectron Corporation,
                           Thermedics Inc., Thermo Ecotek Corporation,
                           Thermo Electron, Thermo Fibertek Inc.,
                           Thermo Optek Corporation,  ThermoQuest
                           Corporation and ThermoTrex Corporation. Dr.
                           Hatsopoulos is the brother of Mr. John N.
                           Hatsopoulos, a director and the chief
                           financial officer and a vice president of
                           the Corporation.
PAGE
<PAGE>





       John N. Hatsopoulos Mr. Hatsopoulos, 62, has been a director of
                           the Corporation since 1986 and chief
                           financial officer and a vice president of
                           the Corporation since 1988.  Mr.
                           Hatsopoulos has been the president of
                           Thermo Electron since January 1997 and the
                           chief financial officer of Thermo Electron
                           since 1988.  He was also an executive vice
                           president of Thermo Electron Corporation
                           from 1986 to January 1997.  Mr. Hatsopoulos
                           is also a director of LOIS/USA Inc.,
                           Thermedics Inc., Thermo Ecotek Corporation,
                           Thermo Fibertek Inc., Thermo Power
                           Corporation, Thermo TerraTech Inc. and
                           ThermoTrex Corporation. Mr. Hatsopoulos is
                           the brother of Dr. George N. Hatsopoulos, a
                           director of the Corporation.

       Arvin H. Smith      Mr. Smith, 67, has been a director and
                           chief executive officer of the Corporation
                           since 1986,  and chairman of the board
                           since March 1997.  He was also president of
                           the Corporation from 1986 to March 1997.
                           Mr. Smith has been an executive vice
                           president of Thermo Electron since 1991 and
                           was a senior vice president of that company
                           from 1986 to 1991.  Mr. Smith is also a
                           director of Thermo BioAnalysis Corporation,
                           Thermo Optek Corporation, Thermo Power
                           Corporation, ThermoQuest Corporation and
                           ThermoSpectra Corporation.
       Polyvios C.         Mr. Vintiadis, 61, has been a director of
       Vintiadis           the Corporation since July 1993.  Mr.
                           Vintiadis has been the chairman and chief
                           executive officer of Towermarc Corporation,
                           a real estate development company, since
                           1984.  Prior to joining Towermarc, Mr.
                           Vintiadis was a principal of Morgens,
                           Waterfall & Vintiadis, Inc., a financial
                           services firm, with whom he remains
                           associated. For more than 20 years prior to
                           that time, Mr. Vintiadis was employed by
                           Arthur D. Little & Company, Inc.  Mr.
                           Vintiadis is also a director of Thermo
                           TerraTech Inc.

       Committees of the Board of Directors and Meetings

            The Board of Directors has established an Audit Committee
       and a Human Resources Committee. The Audit Committee consists
       solely of outside directors, and its present members are Mr.
       Vintiadis (Chairman), and Col. Borman. The Audit Committee
       reviews the scope of the audit with the Corporation's independent

                                        2
PAGE
<PAGE>





       public accountants and meets with them for the purpose of
       reviewing the results of the audit subsequent to its completion.
       The Human Resources Committee consists solely of outside
       directors, and its present members are Col. Borman, Mr. Jungers
       (Chairman) and Mr. Vintiadis. The Human Resources Committee
       reviews the performance of senior members of management,
       recommends executive compensation and administers the
       Corporation's stock option and other stock-based compensation
       plans. The Corporation does not have a nominating committee of
       the Board of Directors. The Board of Directors met nine times,
       the Audit Committee met twice and the Human Resources Committee
       met seven times during fiscal 1996.  Each director attended at
       least 75% of all meetings of the Board of Directors and
       committees on which he served held during fiscal 1996, except Mr.
       J. Hatsopoulos who attended two-thirds of such meetings.  Mr. J.
       Hatsopoulos is the chief financial officer of Thermo Electron and
       each of its publicly held subsidiaries, and his responsibilities
       require him to travel extensively on company business. 

       Compensation of Directors

       Cash Compensation

            Directors who are not employees of the Corporation, of
       Thermo Electron or of any other companies affiliated with Thermo
       Electron (also referred to as "outside directors") receive an
       annual retainer of $8,000 and a fee of $1,000 per day for
       attending regular meetings of the Board of Directors and $500 per
       day for participating in meetings of the Board of Directors held
       by means of conference telephone and for participating in certain
       meetings of committees of the Board of Directors.  Payment of
       directors' fees is made quarterly.  Dr. G. Hatsopoulos, Mr. J.
       Hatsopoulos and Mr. Smith are all employees of Thermo Electron
       companies and do not receive any cash compensation from the
       Corporation for their services as directors.  Directors are also
       reimbursed for out-of-pocket expenses incurred in attending such
       meetings.
        
       Deferred Compensation Plan

            Under the Deferred Compensation Plan for directors (the
       "Deferred Compensation Plan"), a director has the right to defer
       receipt of his cash fees until he ceases to serve as a director,
       dies or retires from his principal occupation. In the event of a
       change in control or proposed change in control of the
       Corporation that is not approved by the Board of Directors,
       deferred amounts become payable immediately. Either of the
       following is deemed to be a change of control: (a) the
       occurrence, without the prior approval of the Board of Directors,
       of the acquisition, directly or indirectly, by any person of 50%
       or more of the outstanding Common Stock or 25% or more of the
       outstanding common stock of Thermo Electron; or (b) the failure
       of the persons serving on the Board of Directors immediately
       prior to any contested election of directors or any exchange
                                        3
PAGE
<PAGE>





       offer or tender offer for the Common Stock or the common stock of
       Thermo Electron to constitute a majority of the Board of
       Directors at any time within two years following any such event.
       Amounts deferred pursuant to the Deferred Compensation Plan are
       valued at the end of each quarter as units of the Corporation's
       Common Stock. When payable, amounts deferred may be disbursed
       solely in shares of Common Stock accumulated under the Deferred
       Compensation Plan. A total of 123,502 shares of Common Stock has
       been reserved for issuance under the Deferred Compensation Plan.
       As of March 1, 1997, deferred units equal to 44,699.82 shares of
       Common Stock were accumulated under the Deferred Compensation
       Plan. 
        
       Directors Stock Option Plan

            The Corporation's directors stock option plan (the
       "Directors Plan"), provides for the grant of stock options to
       purchase shares of common stock of the Corporation and its
       majority-owned subsidiaries to outside directors as additional
       compensation for their service as directors.  Under the Directors
       Plan, outside directors are automatically granted options to
       purchase 1,000 shares of the Common Stock annually.  In addition,
       the Directors Plan provides for the automatic grant every five
       years of options to purchase 1,500 shares of the common stock of
       a majority-owned subsidiary of the Corporation that is "spun out"
       to outside investors.

            Pursuant to the Directors Plan, outside directors receive an
       annual grant of options to purchase 1,000 shares of Common Stock
       at the close of business on the date of each Annual Meeting of
       the Stockholders of the Corporation.  Options evidencing annual
       grants may be exercised at any time from and after the six-month
       anniversary of the grant date of the option and prior to the
       expiration of the option on the third anniversary of the grant
       date.  Shares acquired upon exercise of the options are subject
       to repurchase by the Corporation at the exercise price if the
       recipient ceases to serve as a director of the Corporation or any
       other Thermo Electron company prior to the first anniversary of
       the grant date.

            In addition, under the Directors Plan, outside directors are
       automatically granted every five years options to purchase 1,500
       shares of common stock of each majority-owned subsidiary of the
       Corporation that is "spun out" to outside investors.  The grant
       occurs on the close of business on the date of the first Annual
       Meeting of the Stockholders next following the subsidiary's
       spinout, which is the first to occur of either an initial public
       offering of the subsidiary's common stock or a sale of such stock
       to third parties in an arms-length transaction, and also as of
       the close of business on the date of every fifth Annual Meeting
       of the Stockholders of the Corporation that occurs thereafter
       during the duration of the Plan.  The options granted vest and
       become exercisable on the fourth anniversary of the date of
       grant, unless prior to such date the subsidiary's common stock is
                                        4
PAGE
<PAGE>





       registered under Section 12 of the Securities Exchange Act of
       1934, as amended (''Section 12 Registration").  In the event that
       the effective date of Section 12 Registration occurs before the
       fourth anniversary of the grant date, the option will become
       immediately exercisable and the shares acquired upon exercise
       will be subject to restrictions on transfer and the right of the
       Corporation to repurchase such shares at the exercise price in
       the event the director ceases to serve as a director of the
       Corporation or any other Thermo Electron company.  In the event
       of Section 12 Registration, the restrictions and repurchase
       rights shall lapse or be deemed to lapse at the rate of 25% per
       year, starting with the first anniversary of the grant date.
       These options expire after five years.  Under this provision of
       the Directors Plan, each outside director was granted options to
       purchase 1,500 shares of common stock of each of ThermoQuest
       Corporation, at an exercise price of $16.70 per share, on May 19,
       1996, the date of last year's Annual Meeting of the Stockholders.
       In addition, each outside director reelected at this year's
       Annual Meeting of the Stockholders will be granted options to
       purchase 1,500 shares of common stock of  Metrika Systems
       Corporation and Thermo Optek Corporation.

            The exercise price for options granted under the Directors
       Plan is the average of the closing prices of the common stock as
       reported on the American Stock Exchange (or other principal
       market on which the common stock is then traded) for the five
       trading days preceding and including the date of grant, or, if
       the shares are not then traded, at the last price per share paid
       by third parties in an arms-length transaction prior to the
       option grant.  As of March 31, 1997, options to purchase 69,620
       shares had been granted under the Directors Plan, options to
       purchase 2,811 shares had been exercised, options to purchase
       2,811 shares had lapsed, and an aggregate of 74,176 shares of
       Common Stock was reserved for future grant under the Directors
       Plan.
        
       Stock Ownership Policies for Directors

            During 1996, the Human Resources Committee of the Board of
       Directors (the "Committee") established a stock holding policy
       for directors.   The stock holding policy requires each director
       to hold a minimum of 1,000 shares of Common Stock.  Directors are
       requested to achieve this ownership level by the 1998 Annual
       meeting of Stockholders.  Directors who are also executive
       officers of the Corporation are required to comply with a
       separate stock holding policy established by the Committee in
       1996.

            In addition, the Committee adopted a policy requiring
       directors to hold shares of the Corporation'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
                                        5
PAGE
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       exercise the option and the number of shares that could have been
       surrendered to satisfy tax withholding obligations attributable
       to the exercise of the option.  This policy is also applicable to
       executive officers.

       STOCK OWNERSHIP

            The following table sets forth the beneficial ownership of
       Common Stock, as well as the common stock of Thermo Electron and
       each majority-owned subsidiary of the Corporation, as of March 1,
       1997, with respect to (i) each person who was known by the
       Corporation to own beneficially more than 5% of the outstanding
       shares of Common Stock, (ii) each director, (iii) each executive
       officer named in the summary compensation table under the heading
       "Executive Compensation" and (iv) all directors and current
       executive officers as a group.

            While certain directors and executive officers of the
       Corporation are also directors and executive officers of Thermo
       Electron or its subsidiaries other than the Corporation, all such
       persons disclaim beneficial ownership of the shares of Common
       Stock owned by Thermo Electron.


<TABLE>

<CAPTION>


                                                  Thermo
                               Thermo    Thermo     Bio-    Thermo Thermo-  Thermo- Metrika
                             Instrument Electron  Analysis  Optek   Quest   Spectra Systems
              Name (1)         Systems    Corp      Corp     Corp    Corp    Corp    Corp
                               Inc. 
                             (2)         (3)        (4)      (5)     (6)     (7)     (8)

        <S>                  <C>         <C>        <C>      <C>     <C>     <C>     <C>

        Thermo Electron   87,575,433     N/A        N/A      N/A     N/A      N/A     N/A
        Corporation (9)

        Frank Borman          23,941       0       1,500       0    1,500   1,500       0

        Richard W. K.        139,087    82,126    40,500   15,500 240,650   4,000       0
        Chapman                                                                           

        George N.            143,314 3,512,279    15,000   110,000  90,000  20,000      0
        Hatsopoulos

        John N. Hatsopoulos   81,204   526,768    25,000   120,000  92,100  20,000      0

        Denis A. Helm        161,729   164,378    15,000    15,200  10,000   4,000  2,000

        Barry S. Howe         99,886    81,048     64,300   15,000  90,000   4,010      0

        Earl R. Lewis        128,233   124,184     56,000  254,000  50,000  55,000      0

        Arvin H. Smith       431,667   513,038     39,000   98,000  90,000  20,000      0

        Polyvios C.            8,896     2,500      1,500        0   1,500   1,500      0
        Vintiadis

        All directors and
        current executive
        officers as a      1,236,649 5,151,319     263,800  633,700 671,750 135,010 2,000
        group (10 persons)








</TABLE>


       (1)  Except as reflected in the footnotes to this table, shares
       of the common stock beneficially owned consist of shares owned by
       the indicated person or by that person for the benefit of minor
       children, and all share ownership includes sole voting and
       investment power. 

       (2)  Shares of the Common Stock beneficially owned by Col.
       Borman, Dr. Chapman, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr.
       Helm, Mr. Howe, Mr. Lewis, Mr. Smith, Mr. Vintiadis and all
       directors and executive officers as a group include 13,590,
       121,287, 93,750, 65,625, 112,500, 89,062, 112,500, 234,375, 6,561
       and 864,250 shares, respectively, that such person or group has
       the right to acquire within 60 days of March 1, 1997, through the
       exercise of stock options. Shares beneficially owned by Dr. G.
       Hatsopoulos, Mr. J. Hatsopoulos, Mr. Smith and all directors and
       executive officers as a group include 479, 529, 530 and 1,934
       full shares, respectively, allocated through March 1, 1997, to
       their respective accounts maintained pursuant to Thermo
       Electron's employee stock ownership plan, of which the trustees,
       who have investment power over its assets, are executive officers
       of Thermo Electron (the "ESOP"). Shares beneficially owned by
       Col. Borman, Mr. Vintiadis and all directors and executive
       officers as a group include 10,351, 2,335 and 12,686 full shares,
       respectively, allocated through March 1, 1997, to their
       respective accounts maintained under the Corporation's deferred
       compensation plan for directors. Shares beneficially owned by Dr.
       G. Hatsopoulos include 21,368 shares held by his spouse and 50
                                        6
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       shares allocated through March 1, 1997, to his spouse's account
       maintained pursuant to the ESOP.  Shares beneficially owned by
       Mr. Helm include a total of 4,212 shares held in trust for the
       benefit of minor children.  Shares beneficially owned by Mr. Howe
       include 1,968 shares held in a trust of which Mr. Howe is the
       trustee.   Shares beneficially owned by Mr. Lewis include 2,390
       shares held by his spouse.  No director or executive officer
       beneficially owned more than 1% of the Common Stock outstanding
       as of March 1, 1997; all directors and executive officers as a
       group beneficially owned 1.3% of the Common Stock outstanding as
       of such date.  

       (3)  Shares of the common stock of Thermo Electron shown in the
       table reflect a three-for-two split of such stock distributed in
       June 1996 in the form of a 50% stock dividend. Shares of the
       common stock of Thermo Electron beneficially owned by Dr.
       Chapman, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Helm, Mr.
       Howe, Mr. Lewis, Mr. Smith and all directors and executive
       officers as a group include 80,284, 1,499,500, 429,685, 106,347,
       73,287, 121,536, 222,411 and 2,630,624 shares, respectively, that
       such person or group has the right to acquire within 60 days of
       March 1, 1997, through the exercise of stock options. Shares
       beneficially owned by Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr.
       Smith and all directors and executive officers as a group include
       2,164, 1,934, 1,717 and 7,139 full shares, respectively,
       allocated through March 1, 1997, to their respective accounts
       maintained pursuant to the ESOP.  Shares beneficially owned by
       Dr. G. Hatsopoulos include 89,601 shares held by his spouse,
       168,750 shares held by a QTIP trust of which his spouse is a
       trustee, 39,937 shares held by a family trust of which his spouse
       is a trustee, and 153 full shares allocated through March 1,
       1997, to his spouse's account maintained pursuant to the ESOP.
       Except for Dr. G. Hatsopoulos, who beneficially owned 2.3% of the
       Thermo Electron common stock outstanding as of March 1, 1997, no
       director or executive officer beneficially owned more than 1% of
       such common stock outstanding as of such date; all directors and
       executive officers as a group beneficially owned 3.4% of the
       Thermo Electron common stock outstanding as of March 1, 1997. 

       (4)  Shares of the common stock of Thermo BioAnalysis
       Corporation, a majority-owned subsidiary of the Corporation
       ("Thermo BioAnalysis"), beneficially owned by Col. Borman, Dr.
       Chapman, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Helm, Mr.
       Howe, Mr. Lewis, Mr. Smith, Mr. Vintiadis and all directors and
       executive officers as a group include 1,500, 30,000, 15,000,
       15,000, 15,000, 50,000, 50,000, 20,000, 1,500 and 201,000 shares,
       respectively, that such person or group has the right to acquire
       within 60 days of March 1, 1997, through the exercise of stock
       options.  No director or executive officer beneficially owned
       more than 1% of the common stock of Thermo BioAnalysis
       outstanding as of March 1, 1997; all directors and executive
       officers as a group beneficially owned 2.6% of such common stock
       outstanding as of such date.

                                        7
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<PAGE>





       (5)  Shares of the common stock of Thermo Optek Corporation, a
       majority-owned subsidiary of the Corporation ("Thermo Optek"),
       beneficially owned by Dr. Chapman, Dr. G. Hatsopoulos, Mr. J.
       Hatsopoulos, Mr. Helm, Mr. Howe, Mr. Lewis, Mr. Smith and all
       directors and executive officers as a group include 15,000,
       90,000, 90,000, 15,000, 15,000, 225,000, 90,000 and 546,000
       shares, respectively, that such person or group has the right to
       acquire within 60 days of March 1, 1997, through the exercise of
       stock options.  Shares beneficially owned by Mr. Lewis include
       2,500 shares owned by his spouse and 2,000 shares owned by his
       sons.  No director or executive officer beneficially owned more
       than 1% of the common stock of Thermo Optek outstanding as of
       March 1, 1997; and directors and executive officers as a group
       beneficially owned 1.3% of such common stock outstanding as of
       such date.

       (6)  Shares of the common stock of ThermoQuest Corporation, a
       majority-owned subsidiary of the Corporation ("ThermoQuest"),
       beneficially owned by Col. Borman, Dr. Chapman, Dr. G.
       Hatsopoulos, Mr. J. Hatsopoulos, Mr. Helm, Mr. Howe, Mr. Lewis,
       Mr. Smith, Mr. Vintiadis and all directors and executive officers
       as a group include 1,500, 225,000, 90,000, 90,000, 10,000,
       90,000, 50,000, 90,000, 1,500 and 654,000 shares, respectively,
       that such person or group has the right to acquire within 60 days
       of March 1, 1997, through the exercise of stock options.  No
       director or executive officer beneficially owned more than 1% of
       the common stock of ThermoQuest outstanding as of March 1, 1997;
       all directors and executive officers as a group beneficially
       owned 1.4% of such common stock outstanding as of such date.

       (7)  Shares of the common stock of ThermoSpectra Corporation, a
       majority-owned subsidiary of the Corporation ("ThermoSpectra"),
       beneficially owned by Col. Borman, Dr. Chapman, Dr. G.
       Hatsopoulos, Mr. J. Hatsopoulos, Mr. Helm, Mr. Howe, Mr. Lewis,
       Mr. Smith, Mr. Vintiadis and all directors and executive officers
       as a group include 1,500, 4,000, 20,000, 20,000, 4,000, 4,000,
       50,000, 20,000, 1,500 and 130,000 shares, respectively, that such
       person or group has the right to acquire within 60 days of March
       1, 1997, through the exercise of stock options.  No director or
       executive officer beneficially owned more than 1% of the common
       stock of ThermoSpectra outstanding as of March 1, 1997; all
       Directors and executive officers as a group beneficially owned
       1.1% of such common stock outstanding as of such date.

       (8)  The directors and executive officers of the Corporation did
       not individually or as a group beneficially own more than 1% of
       the common stock of Metrika Systems Corporation, a majority-owned
       subsidiary of the Corporation, as of March 1, 1997.

       (9)  Shares of the Common Stock beneficially owned by Thermo
       Electron include 8,269,344 shares which Thermo Electron has the
       right to acquire within 60 days of March 1, 1997, through the
       conversion of certain convertible notes of the Corporation held
       by Thermo Electron. Thermo Electron beneficially owned
                                        8
PAGE
<PAGE>





       approximately 83% of the Common Stock outstanding as of March 1,
       1997. Thermo Electron's address is 81 Wyman Street, Waltham,
       Massachusetts 02254-9046. 

       Section 16(a) Beneficial Ownership Reporting Compliance

            Section 16(a) of the Securities Exchange Act of 1934
       requires the Corporation's directors and executive officers, and
       beneficial owners of more than 10% of the Common Stock, such as
       Thermo Electron, to file with the Securities and Exchange
       Commission initial reports of ownership and periodic reports of
       changes in ownership of the Corporation's securities. Based upon
       a review of such filings, all Section 16(a) filing requirements
       applicable to such persons were complied with during 1996, except
       in the following instance.   Thermo Electron filed six Forms 4
       late, by periods ranging from seven days to two and a half
       months, reporting 48 transactions consisting of 42 open market
       purchases and six transactions involving the exercise of employee
       stock options.

       EXECUTIVE COMPENSATION
        
       NOTE: The shares reported below, in all cases, have been adjusted
       as applicable to reflect a three-for-two stock split of the
       common stock of Thermo Electron distributed in June 1996 in the
       form of a 50% stock dividend. 
        
       Summary Compensation Table

            The following table summarizes compensation for services to
       the Corporation in all capacities awarded to, earned by or paid
       to the Corporation's chief executive officer and its four other
       most highly compensated executive officers for the last three
       fiscal years. 
        
            The Corporation is required to appoint certain executive
       officers and full-time employees of Thermo Electron as executive
       officers of the Corporation, in accordance with the Thermo
       Electron Corporate Charter. The compensation for these executive
       officers is determined and paid entirely by Thermo Electron. The
       time and effort devoted by these individuals to the Corporation's
       affairs is provided to the Corporation under the Corporate
       Services Agreement between the Corporation and Thermo Electron.
       Accordingly, the compensation for these individuals is not
       reported in the following table. 




<TABLE>

<CAPTION>


                               Summary Compensation Table


                                                      Long Term
                                                     Compensation
                                                      Securities
                                                      Underlying
              Name and      Fiscal      Annual     Options (No. of
                                     Compensation       Shares       All Other
         Principal Position  Year  Salary   Bonus  and Company (1) Compensation
                                                                        (2)
              <S>           <C>     <C>      <C>         <C>           <C>

        Arvin H. Smith (3)  1996  $135,000 $130,000  20,000 (TBA)    $6,750

           Chairman and                              90,000 (TOC)

           Chief Executive                           90,000 (TMQ)
        Officer
                            1995  $131,000 $128,100      --          $6,750

                            1994  $102,000 $112,200  20,000 (THS)    $6,750

        Earl R. Lewis (4)   1996  $162,000 $144,000  42,500 (TBA)   $11,550 (5)

           President and                              2,000 (TFG)

           Chief Operating                            2,000 (TLT)
        
           Officer                                  225,000 (TOC)

                                                      2,000 (TSR)

                                                     50,000 (TMQ)

                                                     40,000 (TXM)

                            1995  $145,000  $90,000     150 (TMO)    $6,750

                                                      7,500 (TBA)

                                                      5,000 (TLZ)

                            1994  $140,000 $100,000  67,500 (TMO)    $6,750

                                                                                                 1
PAGE
<PAGE>





                                                     50,000 (THS)


        Denis A. Helm       1996  $150,000  $86,400   3,900 (TMO)    $6,681

           Senior Vice                               15,000 (TBA)

        President                                    15,000 (TOC)

                                                     10,000 (TMQ)

                            1995  $142,000  $81,000   4,350 (TMO)    $6,750

                            1994  $140,000  $90,000  49,950 (TMO)    $6,750

                                                      4,000 (THS)

        Richard W. K.       1996  $170,000 $125,000     150 (TMO)    $7,021 (6)
        Chapman 
                                                     30,000 (TBA)
           Vice President                            
                                                      2,000 (TFG)

                                                      2,000 (TLT)

                                                     15,000 (TOC)

                                                    225,000 (TMQ)

                                                      2,000 (TSR)

                                                      4,000 (TXM)

                            1995  $159,500  $95,000     150 (TMO)    $6,749

                                                      5,000 (TLZ)

                            1994  $155,000 $100,000  28,125 (THI)    $7,750

                                                     45,112 (TMO)

                                                      4,000 (THS)


        Barry S. Howe       1996  $145,000  $70,000   1,500 (TMO)    $8,076 (7)

           Vice President                            50,000 (TBA)

                                                      2,000 (TFG)

                                                      2,000 (TLT)

                                                     15,000 (TOC)

                                                     90,000 (TMQ)

                                                                                                 2
PAGE
<PAGE>





                                                      2,000 (TSR)

                                                      4,000 (TXM)

                            1995  $134,000  $65,000   1,650 (TMO)    $7,517

                                                      5,000 (TLZ)

                            1994  $130,000  $45,000  23,625 (TMO)    $3,750

                                                      4,000 (THS)







</TABLE>


       (1)  In addition to grants of options to purchase Common Stock of
       the Corporation (designated in the table as THI), executive
       officers of the Corporation have been granted options to purchase
       common stock of Thermo Electron and certain of its other
                                        9
PAGE
<PAGE>





       subsidiaries as part of Thermo Electron's stock option program.
       Options have been granted during the last three fiscal years to
       the chief executive officer and the other named executive
       officers in the following Thermo Electron companies: Thermo
       Electron Corporation (designated in the table as TMO), Thermo
       BioAnalysis (designated in the table as TBA) Thermo Fibergen Inc.
       (designated in the table as TFG), ThermoLase Corporation
       (designated in the table as TLZ), ThermoLyte Corporation
       (designated in the table as TLT), Thermo Optek Corporation
       (designated in the table as TOC), ThermoQuest Corporation
       (designated in the table as TMQ), Thermo Sentron Inc. (designated
       in the table as TSR), ThermoSpectra (designated in the table as
       THS) and Trex Medical Corporation (designated in the table as
       TXM). 
        
       (2)  Represents the amount of matching contributions made on
       behalf of the executive officers participating in the Thermo
       Electron 401(k) plan or, in the case of Dr. Chapman, the 401(k)
       plan maintained by Finnigan Corporation, a subsidiary of the
       Corporation. 
        
       (3)  Mr. Smith has been executive vice president of Thermo
       Electron, as well as the president and chief executive officer of
       the Corporation, for the last three fiscal years. A portion of
       Mr. Smith's annual cash compensation (salary and bonus) has been
       allocated and paid by Thermo Electron in each of the last three
       fiscal years as compensation for the services provided to Thermo
       Electron based on the time he devoted to his responsibilities as
       an executive vice president of Thermo Electron.  The annual cash
       compensation (salary and bonus) reported in the table for Mr.
       Smith represents the amount paid from all sources, including the
       Corporation, for Mr. Smith's services as chief executive officer
       of the Corporation. For 1996, 1995 and 1994, 50%, 50% and 40%,
       respectively, of Mr. Smith's annual compensation (salary and
       bonus) was allocated to the Corporation for his service as the
       Corporation's chief executive officer.  In addition, Mr. Smith
       has been granted options to purchase common stock of Thermo
       Electron and certain of its subsidiaries other than the
       Corporation and its majority-owned subsidiaries, from time to
       time by Thermo Electron or such other subsidiaries. These options
       are not reported in this table as they were granted as
       compensation for service to other Thermo Electron companies in
       capacities other than his capacity as the chief executive officer
       of the Corporation.
        
       (4)  Mr. Lewis was promoted to president and chief operating
       officer of the Corporation in March 1997.   From January 1996 to
       March 1997, he was executive vice president and chief operating
       officer of the Corporation.  Prior to January 1996, he served as
       a senior vice president of the Corporation. A portion of Mr.
       Lewis' annual cash compensation (salary and bonus) has been
       allocated and paid by Thermo Electron in the last fiscal year as
       compensation for the services provided to Thermo Electron based
       on the time he devoted to his responsibilities as a vice
                                       10
PAGE
<PAGE>





       president of Thermo Electron.  The annual cash compensation
       (salary and bonus) reported in the table for Mr. Lewis represents
       the amount paid from all sources, including the Corporation,
       solely for Mr. Lewis' services as chief operating officer of the
       Corporation. For 1996, 90% of Mr. Lewis' annual compensation
       (salary and bonus) was allocated to the Corporation for his
       service as the Corporation's chief operating officer. 

       (5)  In addition to the matching contribution referred to in
       footnote (2), such amount includes $4,800, which represents the
       amount of compensation attributable to an interest-free loan
       provided to Mr. Lewis pursuant to the stock holding assistance
       plan of Thermo Optek.  See "Relationship with Affiliates - Stock
       Holding Assistance Plans."

       (6)  In addition to the matching contribution referred to in
       footnote (2), such amount includes $4,334, which represents the
       amount of compensation attributable to interest-free loans
       provided to Dr. Chapman pursuant to the stock holding assistance
       plans of Thermo BioAnalysis and ThermoQuest.  See "Relationship
       with Affiliates - Stock Holding Assistance Plans."

       (7)  In addition to the matching contribution referred to in
       footnote (2), such amount includes $1,444, which represents the
       amount of compensation attributable to an interest-free loan
       provided to Mr. Howe pursuant to the stock holding assistance
       plan of Thermo BioAnalysis.  See "Relationship with Affiliates -
       Stock Holding Assistance Plans."

       Stock Options Granted During Fiscal 1996

            The  following  table  sets  forth  information   concerning
       individual grants of stock options made during fiscal 1996 to the
       Corporation's  chief  executive  officer  and  the  other   named
       executive officers.  It has not been the Corporation's policy  in
       the past to grant stock  appreciation rights, and no such  rights
       were granted during fiscal 1996.  




<TABLE>

<CAPTION>


                                  Option Grants in Fiscal 1996


                                                                     Potential Realizable
                                           Percent                     Value at Assumed
                                             of
                                            Total                      Annual Rates of
                                           Options                          Stock
                             Number of     Granted Exercise           Price Appreciation
                            Securities       to                              for
                            Underlying    Employees  Price  Expira-    Option Term (2)
                              Options        in       Per     tion

              Name          Granted (1)    Fiscal    Share    Date      5%        10%
                                            Year
        <S>                     <C>         <C>       <C>      <C>     <C>        <C>

        Arvin H. Smith      20,000 (TBA)   2.4%(5)   $10.00 01/31/08   $159,200   $427,600
        (3)
                            90,000 (TOC)   2.9%(5)   $12.00 04/11/08   $859,500 $2,309,400

                            90,000 (TMQ)   3.2%(5)   $13.00 01/10/08   $931,500 $2,502,000


        Earl R. Lewis (4)   42,500 (TBA)   5.2%(5)   $12.00 06/21/08   $405,875 $1,090,550

                             2,000 (TFG)   0.4%(5)   $10.00 09/12/08    $15,920    $42,760

                             2,000 (TLT)   0.6%(5)   $10.00 03/11/08    $15,920    $42,760

                           225,000 (TOC)   7.2%(5)   $12.00 04/11/08 $2,148,750 $5,773,500

                            50,000 (TMQ)   1.8%(5)   $13.00 02/08/08   $517,500 $1,390,000

                             2,000 (TSR)   0.4%(5)   $14.00 03/11/08    $22,280    $59,880

                            40,000 (TXM)   1.9%(5)   $11.00 03/26/08   $350,000   $940,800


        Denis A. Helm        3,900 (TMO)   0.3%(5)   $42.79 05/22/99    $26,286    $55,224

                            15,000 (TBA)   1.8%(5)   $10.00 01/31/08   $119,400   $320,700

                            15,000 (TOC)   0.5%(5)   $12.00 04/11/08   $143,250   $384,900

                            10,000 (TMQ)   0.4%(5)   $13.00 02/08/08   $103,500   $278,000

                                                                                                 1
PAGE
<PAGE>





        Richard W. K.          150 (TMO)  0.01%(5)   $42.79 05/22/99     $1,011     $2,124
        Chapman
                            30,000 (TBA)   3.7%(5)   $10.00 01/31/08   $238,800   $641,400

                             2,000 (TFG)   0.4%(5)   $10.00 09/12/08    $15,920    $42,760

                             2,000 (TLT)   0.6%(5)   $10.00 03/11/08    $15,920    $42,760

                            15,000 (TOC)   0.5%(5)   $12.00 04/11/08   $143,250   $384,900

                           225,000 (TMQ)   7.9%(5)   $13.00 01/10/08 $2,328,750 $6,255,000

                             2,000 (TSR)   0.4%(5)   $14.00 03/11/08    $22,280    $59,880

                             4,000 (TXM)   0.2%(5)   $11.00 03/11/08    $35,000    $94,080


        Barry S. Howe        1,500 (TMO)   0.1%(5)   $42.79 05/22/99    $10,110    $21,240

                            50,000 (TBA)   6.1%(5)   $10.00 01/31/08   $398,000 $1,069,000

                             2,000 (TFG)   0.4%(5)   $10.00 09/12/08    $15,920    $42,760

                             2,000 (TLT)   0.6%(5)   $10.00 03/11/08    $15,920    $42,760

                            15,000 (TOC)   0.5%(5)   $12.00 04/11/08   $143,250   $384,900

                            90,000 (TMQ)   3.2%(5)   $13.00 01/10/08   $931,500 $2,502,000

                             2,000 (TSR)   0.4%(5)   $14.00 03/11/08    $22,280    $59,880

                             4,000 (TXM)   0.2%(5)   $11.00 03/11/08    $35,000    $94,080
















</TABLE>


       (1)  All of the options granted during the fiscal year are
       immediately exercisable as of the end of the fiscal year, except
       options to purchase the common stock of ThermoLyte Corporation,
       which are not exercisable until the earlier of (i) 90 days after
       the effective date of the registration of that company's common
       stock under Section 12 of the Securities Exchange Act of 1934
       (the "Exchange Act") and (ii) nine years from the grant date.  In
       all cases, the shares acquired upon exercise are subject to
       repurchase by the granting corporation at the exercise price if
       the optionee ceases to be employed by such corporation or any
       other Thermo Electron company. The granting corporation may
       exercise its repurchase rights within six months after the
                                       11
PAGE
<PAGE>





       termination of the optionee's employment.  For publicly traded
       companies, the repurchase rights generally lapse ratably over a
       five- to ten-year period, depending on the option term, which may
       vary from seven to twelve years, provided that the optionee
       continues to be employed by the Corporation or another Thermo
       Electron company.  Certain options granted as a part of Thermo
       Electron's stock option program have three-year terms, and the
       repurchase rights lapse in their entirety on the second
       anniversary of the grant date.  For companies whose shares are
       not publicly traded, the repurchase rights lapse in their
       entirety on the ninth anniversary of the grant date.  The
       granting corporation may permit the holders of options to
       exercise options and to satisfy tax withholding obligations by
       surrendering shares equal in fair market value to the exercise
       price or withholding obligation. 

       (2)  The amounts shown on this table represent hypothetical gains
       that could be achieved for the respective options if exercised at
       the end of the option term.  These gains are based on assumed
       rates of stock appreciation of 5% and 10% compounded annually
       from the date the respective options were granted to their
       expiration date.  The gains shown are net of the option exercise
       price, but do not include deductions for taxes or other expenses
       associated with the exercise.  Actual gains, if any, on stock
       option exercises will depend on the future performance of the
       common stock of the granting corporation, the optionee's
       continued employment through the option period and the date on
       which the options are exercised.

       (3)  Mr. Smith has served as an executive officer of Thermo
       Electron since 1986 and has been granted options to purchase
       common stock of Thermo Electron and certain of its subsidiaries
       other than the Corporation and its majority-owned subsidiaries.
       These options are not reported in the table as they were granted
       as compensation for service to other Thermo Electron companies in
       capacities other than his capacity as chief executive officer of
       the Corporation. 

       (4)  Mr. Lewis has served as a vice president of Thermo Electron
       since September 1996 and has been granted options to purchase
       common stock of Thermo Electron after his appointment.  These
       options are not reported in the table as they were granted as
       compensation for service to Thermo Electron in a capacity other
       than his capacity as an executive officer of the Corporation.

       (5)  These options were granted under stock option plans
       maintained by Thermo Electron companies other than the
       Corporation and accordingly are reported as a percentage of total
       options granted to employees of Thermo Electron and its
       subsidiaries. 

       Stock Options Exercised During Fiscal 1996
        

                                       12
PAGE
<PAGE>





            The following  table reports  certain information  regarding
       stock option exercises during  fiscal 1996 and outstanding  stock
       options held at the end of fiscal 1996 by the Corporation's chief
       executive officer  and the  other  named executive  officers.  No
       stock appreciation  rights  were exercised  or  were  outstanding
       during fiscal 1996. 



<TABLE>

<CAPTION>





                           Aggregated Option Exercises In Fiscal 1996 And 
                                 Fiscal 1996 Year-End Option Values


                                                              Number of
                                                             Unexercised
                                                             Options at 
                                         Shares                Fiscal           Value of
                                        Acquired              Year-End        Unexercised
                                           on      Value    (Exercisable/     In-the-Money
             Name           Company     Exercise  Realized Unexercisable)       Options
                                                                 (1)
        <S>            <C>              <C>      <C>             <C>              <C>
        Arvin H. Smith Thermo                  --       --   234,375/0     $3,795,703 /--
        (2)            Instrument
                       Systems

                       Thermo                  --       --    20,000/0        $62,500 /--
                       BioAnalysis

                       Thermo Optek            --       --    90,000/0             $0 /--

                       ThermoQuest             --       --    90,000/0             $0 /--

                       ThermoSpectra           --       --    20,000/0        $37,500 /--

        Earl R. Lewis  Thermo                  --       --   112,500/0     $1,821,938 /--
        (5)            Instrument
                       Systems

                       Thermo Electron     28,685 $688,261   126,937/0(4)  $2,491,528 /--

                       Thermo                  --       --    50,000/0        $71,251 /--
                       BioAnalysis

                       Thermo Fibergen         --       --     2,000/0         $1,500 /--

                       Thermo Fibertek      1,350  $15,525     1,350/0         $8,100 /--

                                                                                                 1
PAGE
<PAGE>





                       ThermoLase              --       --     5,000/0             $0 /--

                       ThermoLyte              --       --         0/2,000         -- /$0(3)

                       Thermo Optek            --       --   225,000/0             $0 /--

                       ThermoQuest             --       --    50,000/0             $0 /--

                       Thermo Sentron          --       --     2,000/0             $0 /--

                       ThermoSpectra           --       --    50,000/0        $93,750 /--

                       Thermo Trex            420  $16,191        --/--            -- /--

                       Trex Medical            --       --    40,000/0        $65,000 /--

        Denis A. Helm  Thermo                  --       --   112,500/0     $1,821,938 /--
                       Instrument
                       Systems

                       Thermo Electron      8,774 $262,275   106,347/0(4)  $2,000,898 /--

                       Thermo                  --       --    15,000/0        $46,875 /--
                       BioAnalysis

                       Thermo Ecotek           --       --     6,000/0        $70,500 /--

                       Thermo Fibertek         --       --     6,750/0        $40,500 /--

                       Thermo Optek            --       --    15,000/0             $0 /--

                       ThermoQuest             --       --    10,000/0             $0 /--

                       ThermoSpectra           --       --     4,000/0         $7,500 /--

                       Thermo Trex             --       --     2,100/0        $50,768 /--

        Richard W. K.  Thermo                  --       --   121,287/0     $2,096,512 /--
        Chapman        Instrument
                       Systems

                       Thermo Electron         --       --    80,284/0(4)  $1,556,517 /--

                       Thermo                  --       --    30,000/0        $93,750 /--
                       BioAnalysis

                       Thermo Fibergen         --       --     2,000/0         $1,500 /--

                       Thermo Fibertek         --       --     6,750/0        $40,500 /--

                       ThermoLase              --       --     5,000/0             $0 /--

                       ThermoLyte              --       --         0/2,000        --/ /$0(3)

                                                                                                 2
PAGE
<PAGE>





                       Thermo Optek            --       --    15,000/0             $0 /--

                       ThermoQuest             --       --   225,000/0             $0 /--

                       Thermo Sentron          --       --     2,000/0             $0 /--

                       ThermoSpectra           --       --     4,000/0         $7,500 /--

                       Thermo Trex             --       --       270/0         $6,528 /--

                       Trex Medical            --       --     4,000/0         $6,500 /--

        Barry S. Howe  Thermo                  --       --    89,062/0     $1,561,042 /--
                       Instrument
                       Systems

                       Thermo Electron         --       --    73,287/0(4)  $1,428,259 /--

                       Thermedics              --       --     4,000/0         $9,100 /--

                       Thermo                  --       --    50,000/0       $156,250 /--
                       BioAnalysis

                       Thermo Ecotek        5,250  $48,127     6,000/0        $61,500 /--

                       Thermo Fibergen         --       --     2,000/0         $1,500 /--

                       Thermo Fibertek         --       --    15,750/0        $64,890 /--

                       ThermoLase              --       --     5,000/0             $0 /--

                       ThermoLyte              --       --         0/2,000         -- /$0(3)

                       Thermo Optek            --       --    15,000/0             $0 /--

                       Thermo Power            --       --     4,000/0             $0 /--

                       ThermoQuest             --       --    90,000/0             $0 /--

                       Thermo Sentron          --       --     2,000/0             $0 /--

                       ThermoSpectra           --       --     4,000/0         $7,500 /--

                       Thermo TerraTech        --       --     4,000/0         $3,880 /--

                       Thermo Trex          1,350  $55,755     4,000/0        $51,700 /--

                       Trex Medical            --       --     4,000/0         $6,500 /--





                                                                                                 3






</TABLE>


       (1)  All of the options reported outstanding at the end of the
       fiscal year were immediately exercisable as of fiscal year-end,
       except options to purchase the common stock of ThermoLyte
       Corporation, which are not exercisable until the earlier of (i)
       90 days after the effective date of the registration of that
       company's common stock under Section 12 of the Exchange Act and
       (ii) nine years after the grant date.  In all cases, the shares
       acquired upon exercise of the options reported in the table are
       subject to repurchase by the granting corporation at the exercise
       price if the optionee ceases to be employed by such corporation
       or any other Thermo Electron company. The granting corporation
       may exercise its repurchase rights within six months after the
       termination of the optionee's employment. For publicly traded
       companies, the repurchase rights generally lapse ratably over a
       five- to ten-year period, depending on the option term, which may
       vary from seven to twelve years, provided that the optionee
       continues to be employed by the Corporation or another Thermo
       Electron company.  Certain options granted as a part of Thermo
       Electron's stock option program have three-year terms, and the
       repurchase rights lapse in their entirety on the second
       anniversary of the grant date.  For companies whose shares are
       not publicly traded, the repurchase rights lapse in their
       entirety on the ninth anniversary of the grant date.  The
       granting corporation may permit the holders of options to
       exercise options and to satisfy tax withholding obligations by
       surrendering shares equal in fair market value to the exercise
       price or withholding obligation.

       (2)  As an executive officer of Thermo Electron, Mr. Smith also
       holds unexercised options to purchase common stock of Thermo
       Electron and certain of its subsidiaries other than the
       Corporation and its majority-owned subsidiaries. These options
       are not reported here as they were granted as compensation for
       service to other Thermo Electron companies in capacities other
       than his capacity as the chief executive officer of the
       Corporation. 

       (3)  No public market existed for the shares underlying these
       options as of December 28, 1996. Accordingly, no value in excess
       of exercise price has been attributed to these options. 

       (4)  Options to purchase 67,500, 45,000, 45,000 and 22,500 shares
       of the common stock of Thermo Electron granted to Mr. Lewis, Mr.
                                       13
PAGE
<PAGE>





       Helm, Dr. Chapman and Mr. Howe, respectively, are subject to the
       same terms as described in footnote (1), except that the
       repurchase rights of the granting corporation generally do not
       lapse until the tenth anniversary of the grant date. In the event
       of the employee's death or involuntary termination prior to the
       tenth anniversary of the grant date, the repurchase rights of the
       granting corporation shall be deemed to have lapsed ratably over
       a five-year period commencing with the fifth anniversary of the
       grant date. 

       (5)  Mr. Lewis has served as a vice president of Thermo Electron
       since September 1996 and has been granted options to purchase
       common stock of Thermo Electron after his appointment.  These
       options are not reported in the table as they were granted as
       compensation for service to Thermo Electron in a capacity other
       than his capacity as an executive officer of the Corporation.

       Severance Agreements

            Thermo Electron has entered into severance agreements with
       several of its key employees, including key employees of the
       Corporation and other majority-owned subsidiaries. These
       agreements provide severance benefits if there is a change of
       control of Thermo Electron that is not approved by the Board of
       Directors of Thermo Electron and the employee's employment with
       Thermo Electron or the majority-owned subsidiary is terminated,
       for whatever reason, within one year thereafter. For purposes of
       the agreements, a change of control exists upon (i) the
       acquisition of 50% or more of the outstanding common stock of
       Thermo Electron by any person without the prior approval of the
       board of directors of Thermo Electron, (ii) the failure of the
       board of directors of Thermo Electron, within two years after any
       contested election of directors or tender or exchange offer not
       approved by the board of directors, to be constituted of a
       majority of directors holding office prior to such event or (iii)
       any other event that the board of directors of Thermo Electron
       determines constitutes an effective change of control of Thermo
       Electron. 
        
            In 1983, Thermo Electron entered into a severance agreement
       with Mr. Smith, which states the benefits to be received as an
       initial percentage which was established by the Board of
       Directors of Thermo Electron and was generally based upon Mr.
       Smith's age and length of service with Thermo Electron at the
       time of severance. Benefits under this agreement are to be paid
       over a five-year period. The benefit to be paid in the first year
       is determined by applying this percentage to Mr. Smith's highest
       annual total remuneration in any twelve-month period during the
       preceding three years. The benefit is reduced 10% in each of the
       succeeding four years in which benefits are paid. The initial
       percentage to be applied to Mr. Smith is 59.1%. 
        
            In 1988, Thermo Electron entered into severance agreements
       with several other key employees, including Mr. Helm. Each of the
                                       14
PAGE
<PAGE>





       recipients of these agreements would receive a lump-sum benefit
       at the time of a qualifying severance equal to the highest total
       cash compensation paid to the employee by Thermo Electron or the
       majority-owned subsidiary in any 12-month period during the three
       years preceding the severance event. A qualifying severance
       exists if (i) the employment of the executive officer is
       terminated for any reason within one year after a change in
       control of Thermo Electron or (ii) a group of directors of Thermo
       Electron consisting of directors of Thermo Electron on the date
       of the severance agreement or, if an election contest or tender
       or exchange offer for Thermo Electron's common stock has
       occurred, the directors of Thermo Electron immediately prior to
       such election contest or tender or exchange offer, and any future
       directors who are nominated or elected by such directors,
       determines that any other termination of the executive officer's
       employment should be treated as a qualifying severance. The
       benefits to be provided are limited so that the payments would
       not constitute so-called "excess parachute payments" under
       applicable provisions of the Internal Revenue Code of 1986. 
        
            Assuming that severance benefits would have been payable
       under these agreements as of December 28, 1996, Mr. Smith and Mr.
       Helm would have received approximately $313,000 (with respect to
       the first year in which benefits would be paid) and $235,000,
       respectively. 

       RELATIONSHIP WITH AFFILIATES

            Thermo Electron has adopted a strategy of selling a minority
       interest in  subsidiary  companies  to outside  investors  as  an
       important tool  in  its  future  development.  As  part  of  this
       strategy, Thermo Electron  and certain of  its subsidiaries  have
       created several privately and  publicly held subsidiaries.   From
       time to time,  Thermo Electron and  its subsidiaries will  create
       other  majority-owned  subsidiaries  as   part  of  its   spinout
       strategy. (The Corporation and  such other majority-owned  Thermo
       Electron subsidiaries are hereinafter referred to as the  "Thermo
       Subsidiaries.") 
        
            Thermo  Electron  and  each   of  the  Thermo   Subsidiaries
       recognize that the  benefits and support  that derive from  their
       affiliation  are   essential   elements   of   their   individual
       performance. Accordingly, Thermo Electron and each of the  Thermo
       Subsidiaries have adopted the  Thermo Electron Corporate  Charter
       (the "Charter")  to define  the relationships  and delineate  the
       nature of such cooperation among  themselves. The purpose of  the
       Charter is to  ensure that  (1) all  of the  companies and  their
       stockholders are treated consistently  and fairly, (2) the  scope
       and nature  of  the cooperation  among  the companies,  and  each
       company's responsibilities,  are  adequately  defined,  (3)  each
       company has  access  to  the combined  resources  and  financial,
       managerial and  technological strengths  of the  others, and  (4)
       Thermo Electron and  the Thermo Subsidiaries,  in the  aggregate,
       are able to obtain the most favorable terms from outside parties.
                                       15
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            To achieve these  ends, the Charter  identifies the  general
       principles to be  followed by the  companies, addresses the  role
       and responsibilities of the management of each company,  provides
       for the sharing of group resources by the companies and  provides
       for centralized administrative, banking and credit services to be
       performed by  Thermo Electron.  The services  provided by  Thermo
       Electron  include  collecting  and  managing  cash  generated  by
       members, coordinating  the  access  of Thermo  Electron  and  the
       Thermo Subsidiaries (the  "Thermo Group")  to external  financing
       sources, ensuring  compliance with  external financial  covenants
       and internal financial policies, assisting in the formulation  of
       long-range  planning  and  providing  other  banking  and  credit
       services. Pursuant  to  the  Charter, Thermo  Electron  may  also
       provide guarantees of  debt or  other obligations  of the  Thermo
       Subsidiaries or may obtain external financing at the parent level
       for the benefit of the Thermo Subsidiaries. In certain instances,
       the Thermo  Subsidiaries may  provide credit  support to,  or  on
       behalf of,  the  consolidated  entity  or  may  obtain  financing
       directly from  external  financing sources.  Under  the  Charter,
       Thermo Electron is  responsible for determining  that the  Thermo
       Group  remains  in  compliance  with  all  covenants  imposed  by
       external  financing  sources,  including  covenants  related   to
       borrowings of  Thermo Electron  or other  members of  the  Thermo
       Group, and for  apportioning such constraints  within the  Thermo
       Group. In addition, Thermo Electron establishes certain  internal
       policies and  procedures  applicable  to members  of  the  Thermo
       Group. The cost of  the services provided  by Thermo Electron  to
       the Thermo  Subsidiaries  is  covered  under  existing  corporate
       services agreements  between  Thermo  Electron and  each  of  the
       Thermo Subsidiaries. 
        
            The Charter  presently provides  that it  shall continue  in
       effect so  long  as  Thermo  Electron and  at  least  one  Thermo
       Subsidiary participate. The Charter may be amended at any time by
       agreement of the participants.  Any Thermo Subsidiary,  including
       the Corporation, can withdraw  from participation in the  Charter
       upon 30  days' prior  notice. In  addition, Thermo  Electron  may
       terminate a  subsidiary's participation  in  the Charter  in  the
       event the subsidiary ceases to  be controlled by Thermo  Electron
       or ceases  to  comply  with  the  Charter  or  the  policies  and
       procedures applicable to the Thermo Group.  A withdrawal from the
       Charter automatically terminates the corporate services agreement
       and tax  allocation  agreement (if  any)  in effect  between  the
       withdrawing company  and  Thermo Electron.  The  withdrawal  from
       participation does not terminate outstanding commitments to third
       parties made by the withdrawing company, or by Thermo Electron or
       other members  of  the Thermo  Group,  prior to  the  withdrawal.
       However, a withdrawing company is required to continue to  comply
       with all policies and procedures  applicable to the Thermo  Group
       and to  provide  certain  administrative  functions  mandated  by
       Thermo Electron so long as the withdrawing company is  controlled
       by or affiliated with Thermo Electron. 
        
                                       16
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            As provided  in  the  Charter, the  Corporation  and  Thermo
       Electron have entered  into a Corporate  Services Agreement  (the
       "Services Agreement")  under  which Thermo  Electron's  corporate
       staff provides certain administrative services, including certain
       legal advice  and  services, risk  management,  employee  benefit
       administration,  tax  advice  and  preparation  of  tax  returns,
       centralized cash management and  financial and other services  to
       the Corporation. The Corporation was assessed an annual fee equal
       to 1.0%  of the  Corporation's revenues  for these  services  for
       calendar 1996.  The fee is  reviewed annually and may be  changed
       by mutual  agreement  of  the Corporation  and  Thermo  Electron.
       During fiscal  1996,  Thermo Electron  assessed  the  Corporation
       $12.1 million  in fees  under the Services Agreement.  Management
       believes that  the  charges  under  the  Services  Agreement  are
       reasonable and that the terms of the Services Agreement are  fair
       to the Corporation.   For items such  as employee benefit  plans,
       insurance coverage and other identifiable costs, Thermo  Electron
       charges the  Corporation based  on  charges attributable  to  the
       Corporation. The  Services  Agreement  automatically  renews  for
       successive one-year  terms, unless  canceled by  the  Corporation
       upon 30 days' prior notice.  In addition, the Services  Agreement
       terminates automatically in the  event the Corporation ceases  to
       be a member of the Thermo Group or ceases to be a participant  in
       the Charter.  In  the event  of  a termination  of  the  Services
       Agreement, the Corporation will be required to pay a  termination
       fee equal  to  the fee  that  was  paid by  the  Corporation  for
       services under the Services  Agreement for the nine-month  period
       prior to termination. Following termination, Thermo Electron  may
       provide certain administrative services on an as-requested  basis
       by  the  Corporation  or  as  required  in  order  to  meet   the
       Corporation's obligations  under Thermo  Electron's policies  and
       procedures. Thermo  Electron will  charge the  Corporation a  fee
       equal to the market rate for comparable services if such services
       are provided to the Corporation following termination. 

            The Corporation has entered into a Tax Allocation  Agreement
       with Thermo Electron (the "Tax Allocation Agreement").  Under the
       Tax Allocation Agreement, in years  in which the Corporation  has
       taxable income it will pay Thermo Electron amounts comparable  to
       the taxes it  would have paid  if it had  filed its own  separate
       company tax  returns.    In 1996,  the  Corporation  paid  Thermo
       Electron $18,600,000 under the Tax Allocation Agreement.  

            From time to time the Corporation may transact business with
       other companies  in  the  Thermo  Group.     During  1996,  these
       transactions included the following.
        
            The Corporation  engages  the  Tecomet  division  of  Thermo
       Electron for  metal  fabrication  services.    During  1996,  the
       Corporation paid approximately $1,304,000 for such services.

            A subsidiary  of the  Corporation  has an  arrangement  with
       ThermoTrex  Corporation   ("ThermoTrex"),  a   publicly   traded,
       majority-owned subsidiary of Thermo Electron, whereby  ThermoTrex
                                       17
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<PAGE>





       provides  certain  research  and  development  services  to   the
       Corporation, and  the  Corporation purchases  flat  screen  x-ray
       sensitive detectors pursuant  to purchase orders.   In 1996,  the
       Corporation  paid  ThermoTrex  $97,689  for  such  products   and
       services.  In 1996, the Corporation purchased other products from
       Thermo Electron and its  wholly- and majority-owned  subsidiaries
       in  the  ordinary  course  of   business  for  an  aggregate   of
       approximately $864,000.  

            On  December   16,   1996,   Metrika   Systems   Corporation
       ("Metrika"), a subsidiary of the Corporation, completed a private
       placement of  its common  stock primarily  to outside  investors.
       Mr. Denis A. Helm,  a senior vice  president of the  Corporation,
       purchased 2,000 shares  of the  common stock of  Metrika in  such
       private placement at  a purchase  price of $7.50  per share,  the
       same price paid by unaffiliated investors. 

            As of  December 28,  1996, the  Corporation had  outstanding
       $140,000,000 of indebtedness to Thermo Electron, represented by a
       3 /% Senior Convertible Note due 2000.  As of December 28,  1996,
       the Corporation's Thermo Optek  Corporation ("Thermo Optek")  and
       ThermoQuest Corporation  ("ThermoQuest")  subsidiaries  each  had
       $10,000,000  of  outstanding  indebtedness  to  Thermo   Electron
       pursuant to Thermo Optek's 5% Convertible Subordinated Debentures
       due  2000   and   ThermoQuest's   5%   Convertible   Subordinated
       Debentures, due 2000.

              In  connection   with  the  1996   acquisition  of   Kevex
       Instruments   and   Kevex   X-ray,   ThermoSpectra    Corporation
       ("ThermoSpectra"), a  subsidiary  of  the  Corporation,  borrowed
       $15,000,000 from Thermo  Electron pursuant to  a promissory  note
       due August  1998.   In connection  with the  acquisition of  Park
       Scientific Instruments ThermoSpectra in March 1997, ThermoSpectra
       borrowed  $10,000,000  from   Thermo  Electron   pursuant  to   a
       promissory note due March 1999.  These notes bear interest at the
       90-day Commercial Paper Composite Rate plus 25 basis points,  set
       at the beginning  of each  quarter.   The interest  rate for  the
       notes outstanding in 1996 was 5.77%.

            In March  1997 the  Corporation borrowed  $210,000,000  from
       Thermo Electron to  fund its  acquisition of the  shares of  Life
       Sciences International  plc  ("Life Sciences")  pursuant  to  the
       Corporation's offer for  all of  the outstanding  shares of  Life
       Sciences.  This obligation is evidenced by a promissory note  due
       March 26,  1999 and  bearing  interest at  a  rate equal  to  the
       Commercial Paper Composite Rate plus 25 basis points.

            Thermo Electron owned approximately 82% of the Corporation's
       outstanding Common Stock  on December 28,  1996. Thermo  Electron
       intends for  the  foreseeable future  to  maintain at  least  80%
       ownership of the  Corporation. This may  require the purchase  by
       Thermo Electron of additional shares of the Corporation's  Common
       Stock from  time to  time  as the  number of  outstanding  shares
       issued by the Corporation increases. These purchases may be  made
                                       18
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<PAGE>





       either in the  open market  or directly from  the Corporation  or
       through conversion  of  convertible debentures  owned  by  Thermo
       Electron.   In January 1996,  the Corporation adopted a plan  for
       the sale  of its  shares to  Thermo Electron  at the  request  of
       Thermo  Electron  to  allow  Thermo  Electron  to  maintain   80%
       ownership of the Corporation.    The sale  of shares pursuant  to
       such plan would be made at fair market value and would be subject
       to approval of a committee of  the Board of Directors formed  for
       that purpose.

            As of December 28, 1996, approximately $459.1 million of the
       Corporation's cash  equivalents  were invested  in  a  repurchase
       agreement  with  Thermo  Electron.  Under  this  agreement,   the
       Corporation in effect lends excess cash to Thermo Electron, which
       Thermo  Electron  collateralizes  with  investments   principally
       consisting of corporate notes, U.S. government agency securities,
       money  market  funds,  commercial  paper  and  other   marketable
       securities, in the amount  of at least  103% of such  obligation.
       The Corporation's funds subject  to the repurchase agreement  are
       readily convertible  into  cash by  the  Corporation and  have  a
       maturity of three months or less. The repurchase agreement  earns
       a rate based on the  90-day Commercial Paper Composite Rate  plus
       25 basis points, set at the beginning of each quarter. 

       Stock Holding Assistance Plan

            During 1996, the Human Resources Committeeof the
       Corporation's Board of Directors (the "Committee") established a
       stock holding policy for executive officers of the Corporation.
       The stock holding policy specifies an appropriate level of
       ownership of the Corporation's Common Stock as a multiple of the
       officer's compensation.  For the chief executive officer, 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.  The Committee deemed it appropriate
       to permit officers to achieve these ownership levels over a
       three-year period.

            In order to  assist officers in  complying with the  policy,
       the Committee also adopted a stock holding assistance plan  under
       which the Corporation 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.   No  loans
       were outstanding under this plan in 1996.

            Each of  the Corporation's  publicly traded,  majority-owned
       subsidiaries have  adopted  similar stock  holding  policies  and
       stock holding  assistance plans,  which are  applicable to  their
       executive  officers.     Certain   executive  officers   of   the
       Corporation are  also  the  chief  executive  officers  of  these
       subsidiaries and  are required  to comply  with the  subsidiary's
       stock holding policies.   Mr.  Earl R.  Lewis, the  Corporation's
                                       19
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<PAGE>





       president  and  chief  operating  officer,  is  also  the   chief
       executive officer of Thermo Optek.   Dr. Richard W.K. Chapman,  a
       vice president of  the Corporation, is  also the chief  executive
       officer of ThermoQuest and  the chairman of  the board of  Thermo
       BioAnalysis.   Mr.  Barry  S.  Howe,  a  vice  president  of  the
       Corporation, is  also  the  chief  executive  officer  of  Thermo
       BioAnalysis.  In 1996, Mr. Lewis received a loan in the principal
       amount of  $194,029.50  under  the  Thermo  Optek  stock  holding
       assistance plan to purchase 15,000 shares of the common stock  of
       Thermo Optek.    Dr.  Chapman  received  loans  in  1996  in  the
       principal amounts of $210,653.50 and $131,176.30 under the  stock
       holding assistance plans of  ThermoQuest and Thermo  BioAnalysis,
       respectively, to purchase  15,000 shares of  the common stock  of
       ThermoQuest and   10,000  shares  of the common  stock of  Thermo
       BioAnalysis.  In 1996, Mr. Howe received a loan in the  principal
       amount of $164,375.52 under the stock holding assistance plan  of
       Thermo  BioAnalysis   to  purchase   12,000  shares   of   Thermo
       BioAnalysis.  Each of these loans are repayable upon the  earlier
       of demand  or the  fifth anniversary  of the  date of  the  loan,
       unless otherwise authorized by  the human resources committee  of
       the board of directors of the applicable company.

       AA971150001