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

                              FORM 10-K/A
                            Amendment No. 1    

   [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

For the fiscal year ended                   Commission File No.
   December 31, 1996                                 0-15443

                       THERAGENICS CORPORATION
       (Exact name of registrant as specified in its charter)

        Delaware                          58-1528626
(State of incorporation)     (I.R.S. Employer Identification Number)

      5325 Oakbrook Parkway
       Norcross, Georgia                              30093
(Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code:(770) 381-8338

    Securities registered pursuant to Section 12(b) of the Act:
Title of each class     Name of each exchange on which registerer
        None                               None

    Securities registered pursuant to Section 12(g) of the Act:
                        Title of Class
 Common Stock,  par value $.01 per share, together with the  associated
               Common Stock Purchase Rights

   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
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for 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 registrant's  knowledge, in 
definitive proxy or information statements incorporated by reference 
in Part III of this Form 10-K or any  amendment  to
this Form 10-K _____.

   As of March 18, 1997 the aggregate market value of the common 
stock of the registrant held by non-affiliates of the registrant,  
as determined by reference to the closing  price of the Common  
Stock as  reported  on the Nasdaq National Market system, was 
$244,272,249.
<PAGE>

  As of March 18,  1997 the  number of shares of common  stock,
$.01  par  value, outstanding was 11,843,503.

  Documents  incorporated  by  Reference:  Proxy Statement for the 
registrant's 1997 Annual Meeting of Stockholders, to be filed with 
the Securities and Exchange Commission not later than 120 days after 
December 31, 1996, is incorporated by reference in Part III 
herein.  

<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 on
its behalf by the undersigned, thereunto duly authorized.
                                  THERAGENICS CORPORATION
                                       (Registrant)

                                  By:/s/ M. Christine Jacobs
                                     M. Christine Jacobs
                                     Chief Executive Officer
Dated: March 24, 1997
       Norcross, Georgia

     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 and on the dates indicated.

Name                      Title                           Date

/s/ M. Christine Jacobs   Chief Executive Officer         3/24/97
M. Christine Jacobs       (Principal Executive Officer);
                          Director

/s/ Bruce W. Smith        Chief Financial Officer,        3/24/97
Bruce W. Smith            Treasurer (Principal
                          Financial Officer) and
                          Secretary

/s/ Charles Klimkowski    Director, Chairman              3/24/97
Charles Klimkowski


/s/ John V. Herndon       Director                        3/24/97
John V. Herndon


/s/ Orwin L. Carter       Director                        3/24/97
Orwin L. Carter


/s/ Peter A.A. Saunders   Director                        3/24/97
Peter A.A. Saunders


/s/ Otis W. Brawley       Director                        3/24/97
Otis W. Brawley


<PAGE>


                             THERAGENICS CORPORATION

                                INDEX TO EXHIBITS

                                                          Page No.

10.17    Employment Agreement of M. Christine               53
         Jacobs dated as of August 1, 1996

24.1     Consent of Independent Public Accountants          73
         for Incorporation by Regerence of Audit
         Statement into Registration Statement

         (CORRECTED CONSENT DATE)