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 1-9549

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

Delaware                                                              04-2925807
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

81 Wyman Street, P.O. Box 9046
Waltham, Massachusetts                                                02454-9046
(Address of principal executive offices)                              (Zip code)

       Registrant's telephone number, including area code: (781) 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 filing requirements for the
past 90 days.  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 April 28, 2000, was approximately $16,872,000.

As of April 28, 2000, the Registrant had 18,956,855 shares of Common Stock
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended April 1, 2000, are incorporated by reference into Parts I and II.

<PAGE>

Items 10, 11, 12 & 13 of Part III of the Registrant's Annual Report on Form 10-K
for the fiscal year ended April 1, 2000 are hereby amended and restated in their
entirety as follows:

                                    Part III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

         Set forth  below  are the names of the  directors,  their  ages,  their
offices in Thermo TerraTech Inc. ("Thermo TerraTech" or the "Company"),  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 Company's Common Stock and of the common stock of its parent company, Thermo
Electron Corporation ("Thermo Electron"), a provider of products and services in
measurement  instrumentation,  medical  devices,  power  generation and resource
recovery  is reported in Item 12 -  "Security  Ownership  of Certain  Beneficial
Owners and Management."

--------------------------------------------------------------------------------
John P. Appleton      Dr. Appleton, 65, has been a director of the Company since
                      September 1993 and its non-executive chairman of the board
                      since May 2000. He was the  president and chief  executive
                      officer  of the  Company  from  September  1993  until his
                      retirement  in April 2000.  Dr.  Appleton also served as a
                      vice  president of Thermo  Electron  from 1975 until April
                      2000. He was the chief  executive  officer of  ThermoRetec
                      Corporation   from   September   1993   until   May  1997.
                      ThermoRetec Corporation,  a subsidiary of the Company that
                      provides advanced management,  regulatory,  and technology
                      skills to a variety of environmental  services,  was taken
                      private by Thermo  Electron in a merger  effective June 5,
                      2000.

--------------------------------------------------------------------------------
Brian D. Holt         Mr.  Holt,  51, has been a director of the  Company  since
                      1997 and its president and chief  executive  officer since
                      May  2000.  Mr.  Holt  has been the  president  and  chief
                      executive   officer  of  Thermo  Ecotek   Corporation,   a
                      majority-owned  subsidiary  of  Thermo  Electron  that  is
                      involved  in  clean-power  resources,   clean  fuels,  and
                      naturally  derived  products for protecting  crops,  since
                      February  1994. He has been the chief  operating  officer,
                      energy and environment, of Thermo Electron since September
                      1998.  From March 1996 to  September  1998,  he was a vice
                      president  of Thermo  Electron.  For more than five  years
                      prior to his  appointment  as an officer of Thermo  Ecotek
                      Corporation,  he was president and chief executive officer
                      of Pacific Generation Company, a financier, builder, owner
                      and operator of independent power facilities.  Mr. Holt is
                      also a director of Thermo Ecotek Corporation.

--------------------------------------------------------------------------------
Donald E. Noble       Mr.  Noble,  85, has been a director of the Company  since
                      1986 and  served as  chairman  of the  board  from 1992 to
                      November 1994. For more than 20 years,  from 1959 to 1980,
                      Mr.  Noble  served  as  the  chief  executive  officer  of
                      Rubbermaid Incorporated, first with the title of president
                      and then as the chairman of the board. Mr. Noble is also a
                      director of Thermo Fibertek Inc.

--------------------------------------------------------------------------------
William A. Rainville  Mr.  Rainville,  58,  has been a director  of the  Company
                      since  February  1993 and was  chairman  of the board from
                      November 1994 through  February  1997.  Mr.  Rainville has
                      been  president  and  chief  executive  officer  of Thermo
                      Fibertek  Inc.,  a  majority-owned  subsidiary  of  Thermo
                      Electron  that  develops and  manufactures  equipment  and
                      products   for   the   papermaking   and   paper-recycling
                      industries,  since its  inception in 1991 and has been the
                      chief operating officer,  recycling and resource recovery,
                      of Thermo  Electron since  September  1998.  Prior to that
                      time, Mr.  Rainville was a senior vice president of Thermo
                      Electron  from March 1993 to  September  1998;  and a vice
                      president  of  Thermo  Electron  from  1986 to  1993.  Mr.
                      Rainville is also a director of Thermo Ecotek Corporation,
                      Thermo Fibergen Inc., and Thermo Fibertek Inc.

--------------------------------------------------------------------------------



                                       2
<PAGE>



--------------------------------------------------------------------------------
Polyvios C. Vintiadis   Mr.  Vintiadis,  64, has been a director  of the Company
                        since  September 1992 and was  non-employee  chairman of
                        the board from  February  1997  until  April  2000.  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 Spectra-Physics Lasers, Inc.

--------------------------------------------------------------------------------

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS

         The board of directors has  established an audit  committee and a human
resources  committee,  each consisting solely of directors who are not employees
of the Company,  of Thermo  Electron or of any other  companies  affiliated with
Thermo Electron (also referred to as "outside  directors").  The present members
of the audit  committee are Mr.  Vintiadis  (Chairman) and Mr. Noble.  The audit
committee reviews the scope of the audit with the Company's  independent  public
accountants  and meets with them for the purpose of reviewing the results of the
audit  subsequent to its completion.  The present members of the human resources
committee  are Mr.  Noble  (Chairman)  and Mr.  Vintiadis.  The human  resources
committee  reviews the  performance of senior members of management,  recommends
executive  compensation  and  administers  the Company's  stock option and other
stock-based compensation plans. The Company does not have a nominating committee
of the board of  directors.  The board of  directors  met six  times,  the audit
committee  met once and the human  resources  committee  met three times  during
fiscal 2000. Each director attended at least 75% of all meetings of the board of
directors and committees on which he served held during fiscal 2000.

         The board of directors has also  established a special  committee  (the
"Special  Committee")  consisting solely of one outside director for the purpose
of evaluating the merits and negotiating  the terms of the proposed  transaction
with  Thermo  Electron  pursuant to which the  Company  would be taken  private,
considering  such  alternatives as the Special  Committee deems  appropriate and
making a  recommendation  to the full  board of  directors  on whether or not to
approve any such proposed  transaction.  See Item 13 - Certain Relationships and
Related Transactions. The sole member of the Special Committee is Mr. Vintiadis.

COMPENSATION OF DIRECTORS

          CASH COMPENSATION

         Outside  directors  receive an annual  retainer  of $4,000 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.  The former  non-employee  chairman  of the board,  Mr.
Vintiadis,  received an additional  meeting fee for his services equal to $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.  Payment  of  directors'  fees  is  made  quarterly.  Dr.
Appleton, Mr. Holt and Mr. Rainville are all employees of Thermo Electron or its
subsidiaries and do not receive any cash compensation from the Company for their
services as directors.  Directors are also reimbursed for out-of-pocket expenses
incurred in attending such meetings.

     In  addition,  the  member of the  Special  Committee  receives  a one-time
retainer of $20,000 and a fee of $1,000 per day for attending  regular  meetings
of the Special  Committee and $500 per day for  participating in meetings of the
Special Committee held by means of conference telephone.

         DEFERRED COMPENSATION PLAN FOR DIRECTORS

         Under the  Company's  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 of control or proposed change of
control of the Company that is not approved by the board of directors,  deferred
amounts  become  payable  immediately.  Any of the  following are deemed to be a
change  of  control:  (i) the  acquisition  by any  person of 40% or more of the
outstanding  common

                                       3
<PAGE>


stock or voting  securities of Thermo  Electron;  (ii) the failure of the Thermo
Electron  board  of  directors  to  include  a  majority  of  directors  who are
"continuing  directors",  which term is defined  to include  directors  who were
members of Thermo  Electron's  board on July 1, 1999 or who  subsequent  to that
date were  nominated or elected by a majority of directors who were  "continuing
directors" at the time of such nomination or election; (iii) the consummation of
a merger,  consolidation,  reorganization,  recapitalization  or statutory share
exchange  involving  Thermo Electron or the sale or other  disposition of all or
substantially all of the assets of Thermo Electron unless immediately after such
transaction (a) all holders of Thermo Electron common stock immediately prior to
such transaction own more than 60% of the outstanding  voting  securities of the
resulting or acquiring  corporation  in  substantially  the same  proportions as
their ownership  immediately  prior to such  transaction and (b) no person after
the  transaction  owns 40% or more of the outstanding  voting  securities of the
resulting  or  acquiring  corporation;  or (iv)  approval by  stockholders  of a
complete  liquidation  or  dissolution  of  Thermo  Electron.  Amounts  deferred
pursuant to the Deferred Compensation Plan are valued at the end of each quarter
as units of Common Stock. When payable, amounts deferred may be disbursed solely
in shares of Common Stock accumulated under the Deferred  Compensation  Plan. As
of April 1,  2000,  a total of  41,416  shares of Common  Stock  were  currently
reserved for issuance  under the Deferred  Compensation  Plan and deferred units
equal to  approximately  36,192 full shares of Common Stock were accumulated for
current directors under the Deferred Compensation Plan.

         DIRECTORS STOCK OPTION PLAN

         The  Company's  directors  stock  option  plan (the  "Directors  Plan")
provides  for the grant of stock  options to purchase  shares of Common Stock to
outside directors as additional compensation for their service as directors. 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 immediately 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 May 31,
2000,  options to purchase  27,700 shares of Common Stock had been granted under
the Directors  Plan, of which 13,300 shares were  outstanding,  8,600 shares had
lapsed,  5,800 shares had been exercised;  and options to purchase 55,900 shares
of Common Stock were reserved and available for future grant.

         DISCRETIONARY GRANTS OF STOCK OPTIONS TO DIRECTORS

         In addition to stock options  granted  pursuant to the Directors  Plan,
the Company may also make  discretionary  grants of stock  options to directors.
Beginning in fiscal 1997,  the  non-employee  chairman of the board has received
annually a discretionary grant of options to purchase an additional 1,000 shares
of Common Stock of the  Company.  The exercise  price for  discretionary  option
grants is calculated in the same manner as for options  granted  pursuant to the
Director's  Plan,  and the grant is awarded at the first regular  meeting of the
board  of  directors  following  the  Annual  Meeting  of  the  Stockholders  in
conjunction with the chairman's annual appointment as chairman of the board. Dr.
Appleton, who was appointed  non-executive chairman of the board in May 2000, is
not eligible for this discretionary grant.

STOCK OWNERSHIP POLICIES FOR DIRECTORS

         The  human   resources   committee  of  the  board  of  directors  (the
"Committee")  has  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 within a
three-year  period.  The chief  executive  officer of the Company is required to
comply with a separate stock holding policy established by the Committee,  which
is described below.

EXECUTIVE OFFICERS

         Reference is made to Item 1(e) of this Report for information regarding
the Executive Officers of the Registrant.


                                       4
<PAGE>

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended,  (the
"Exchange  Act") requires the Company'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 Company's securities.  Based
upon a review of such filings, all Section 16(a) filing requirements  applicable
to such persons were complied  with during fiscal 2000,  except in the following
instances.  Mr.  Jeffrey L. Powell,  an officer of the  Company,  filed one late
transaction  on Form 4, reporting the  acquisition of a restricted  stock award.
Mr. Emil C. Herkert, an officer of the Company, filed three late transactions on
Form 4, reporting the  acquisition of a restricted  stock award and two sales of
shares of common stock.

ITEM 11 - EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The  following  table  summarizes  compensation  during  the last three
fiscal years for services to the Company in all capacities awarded to, earned by
or paid to the  Company's  former  chief  executive  officer  and its two  other
executive  officers  whose  total  annual  salary and bonus,  as  determined  in
accordance with the rules of the Securities and Exchange Commission, was greater
than  $100,000,  and who were  employed  by the  Company as of the end of fiscal
2000. These officers are together referred to as the "named executive officers."

         The Company is  required  to appoint  certain  executive  officers  and
full-time  employees of Thermo Electron as executive officers of the Company, 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  Company's  affairs  is
provided to the  Company  under the  Corporate  Services  Agreement  between the
Company and Thermo Electron.  See Item 13 - "Certain  Relationships  and Related
Transactions."  Accordingly,  the  compensation  for  these  individuals  is not
reported in the following table.

<TABLE>
<CAPTION>
<S>                    <C>     <C>          <C>            <C>          <C>             <C>                   <C>

                                               Summary Compensation Table
-------------------------------------------------------------------------------------------------------------------------
                                                                       Long Term Compensation
                                 Annual Compensation                    ---------------------
                                  -----------------                 Restricted        Securities
Name and              Fiscal                          Other Annual     Stock          Underlying            All Other
Principal Position     Year    Salary      Bonus      Compensation    Award(1)        Options (2)        Compensation (3)
------------------    ------  --------    --------    ------------   -------------  -----------------    ----------------
John P. Appleton (4)   2000   $208,125    $150,000                    $44,500 (TTT)    --                  $18,220 (6)
  President and Chief  1999   $189,000    $115,000          --             --          --                  $17,455 (6)
  Executive Officer    1998   $175,500          $0 (5)      --             --         60,000 (TTT)         $  5,762(6)
                                                                                     120,000 (RGI) (7)
-------------------------------------------------------------------------------------------------------------------------
Emil C. Herkert        2000   $214,000    $100,000        $37,929 (8)                    500 (TMO)         $25,719
  Vice President       1999   $214,000     $65,000        $37,391 (8) $97,000 (TTT)    8,000 (TTT)         $26,202
                                                                                       6,100 (TMO)
                                                                                      10,000 (RGI) (7)
                       1998   $207,000          $0 (5)    $48,188 (8)      --            998 (TMO)         $18,325
                                                                                       2,000 (MKA) (9)
                                                                                       2,000 (ONX)(10)
                                                                                     240,000 (RGI) (7)
                                                                                       2,000 (TDX) (11)
                                                                                         999 (THI) (12)
                                                                                       1,023 (TKN)
                                                                                       2,000 (TRIL)
-------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       5
<PAGE>



<TABLE>
<CAPTION>
<S>                    <C>     <C>          <C>            <C>          <C>             <C>                   <C>

                                               Summary Compensation Table
-------------------------------------------------------------------------------------------------------------------------
                                                                       Long Term Compensation
                                 Annual Compensation                    ---------------------
                                  -----------------                 Restricted        Securities
Name and              Fiscal                          Other Annual     Stock          Underlying            All Other
Principal Position     Year    Salary      Bonus      Compensation    Award(1)        Options (2)        Compensation (3)
------------------    ------  --------    --------    ------------   -------------  -----------------    ----------------

Jeffrey L. Powell      2000   $150,000     $45,000          --             --          1,000 (TMO)         $10,481 (13)
  Vice President       1999   $145,000     $44,000          --        $44,000 (TTT)    5,000 (TTT)         $ 8,237 (13)
                                                                                       1,000 (TMO)
                       1998   $145,000          $0 (5)      --             --          1,398 (TMO)         $60,304 (13)
                                                                                       2,000 (MKA) (9)
                                                                                       2,000 (ONX)(10)
                                                                                      24,000 (RGI) (7)
                                                                                       2,000 (TDX) (11)
                                                                                         999 (THI) (12)
                                                                                       1,023 (TKN)
                                                                                       2,000 (TRIL)
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      In fiscal 2000,  Dr.  Appleton was awarded  8,900 shares of  restricted
         Common  Stock of the Company with a value of $44,500 on the grant date.
         In fiscal 1999,  Mr.  Herkert and Mr.  Powell were  awarded  19,400 and
         8,800 shares,  respectively,  of restricted Common Stock of the Company
         with a value of $97,000 and $44,000,  respectively,  on the grant date.
         The restricted  stock awards vest 100% on the third  anniversary of the
         grant date. Any cash  dividends paid on restricted  shares are entitled
         to be retained by the recipient without regard to vesting. Any non-cash
         dividends paid on restricted  shares are entitled to be retained by the
         recipient  subject to the same vesting  restrictions  as the underlying
         stock.  At the end of fiscal 2000,  Dr.  Appleton,  Mr. Herkert and Mr.
         Powell held 8,900, 19,400 and 8,800 shares, respectively, of restricted
         Common Stock with an aggregate value of $68,975,  $150,350 and $68,200,
         respectively.

(2)      Options to purchase  Common Stock granted by the Company are designated
         in the table as "TTT". In addition,  the named executive  officers have
         also been granted options to purchase the common stock of the following
         Thermo Electron companies during the last three fiscal years as part of
         Thermo Electron's stock option program:  Thermo Electron (designated in
         the table as TMO), Metrika Systems Corporation (designated in the table
         as MKA),  ONIX  Systems  Inc.  (designated  in the  table as ONX),  The
         Randers Killam Group Inc. (designated in the table as RGI),  Thermedics
         Detection  Inc.  (designated  in the table as TDX),  Thermo  Instrument
         Systems Inc. (designated in the table as THI),  ThermoTrex  Corporation
         (designated  in the  table  as  TKN)  and  Thermo  Trilogy  Corporation
         (designated in the table as TRIL).

(3)      Represents   the  amount  of   matching   contributions   made  by  the
         individual's  employer  on  behalf  of  the  named  executive  officers
         participating in Thermo  Electron's  401(k) plan or, in the case of Mr.
         Herkert, the Elson T. Killam Savings and Investment Plan.

(4)      Dr. Appleton  retired as President and Chief  Executive  Officer of the
         Company effective April 1, 2000. Prior to his retirement,  Dr. Appleton
         served  in  various  management  capacities  for  the  Company  and its
         subsidiaries  and served as an officer  of Thermo  Electron  during the
         past three  fiscal  years.  A portion  of Dr.  Appleton's  annual  cash
         compensation  (salary  and  bonus)  has been  allocated  to and paid by
         Thermo   Electron   over  each  of  the  past  three  fiscal  years  as
         compensation for the services  provided to Thermo Electron.  The annual
         cash compensation reported in the table for Dr. Appleton represents the
         amounts  paid  by the  Company  and  its  subsidiaries  solely  for Dr.
         Appleton's  services as an officer of the Company or its  subsidiaries.
         Approximately 90% of Dr. Appleton's annual cash compensation (salary


                                       6
<PAGE>


         and bonus)  earned in all  capacities  throughout  the Thermo  Electron
         organization  was  paid by the  Company  and its  subsidiaries  for his
         services to the Company and its  subsidiaries  in each of fiscal  2000,
         1999 and 1998. These percentages  include the allocation to ThermoRetec
         Corporation,  a  subsidiary  of  the  Company  that  provides  advanced
         management,   regulatory,   and  technology  skills  to  a  variety  of
         environmental services  ("ThermoRetec") of 20% of Dr. Appleton's annual
         cash compensation  (salary and bonus) in fiscal 1998 for Dr. Appleton's
         services  as  ThermoRetec's  chief  executive  officer.  The salary and
         bonuses paid to Dr. Appleton  reflect  compensation  decisions based on
         fiscal year  performance.  From time to time in the past, Dr.  Appleton
         has been, and in the future may be, granted  options to purchase common
         stock of Thermo Electron and certain of its subsidiaries other than the
         Company.  These  options  are not  reported  in this table as they were
         granted as compensation for services to other Thermo Electron companies
         in  capacities  other than in his capacity as the  president  and chief
         executive officer of the Company.

(5)      Dr.  Appleton,  Mr.  Herkert  and Mr.  Powell  elected to forego  their
         bonuses for fiscal 1998 in light of the  Company's  operating and stock
         price performance in fiscal 1998.

(6)      In addition to the matching  contribution  referred to in footnote (3),
         such amount includes $10,889,  $10,086 and $2,262, which represents the
         amount of  compensation  in fiscal 2000,  1999 and 1998,  respectively,
         attributable to interest-free  loans provided to Dr. Appleton  pursuant
         to the stock holding  assistance  plans of the Company and ThermoRetec.
         See Item 13 - Certain  Relationships  and Related  Transactions - Stock
         Holding Assistance Plans.

(7)      Subsequent to April 1, 2000, The Randers Killam Group Inc.  ("RGI") was
         taken private by Thermo Electron in a merger  transaction  whereby each
         outstanding  share of RGI common stock was  exchanged for $4.50 in cash
         and each  outstanding  option  of RGI was  converted  into an option to
         acquire  approximately  .24  shares  of  the  common  stock  of  Thermo
         Electron.

(8)      This amount  includes  payments of $20,000 plus an additional  gross-up
         amount of $17,929, $17,391 and $17,186 in each of fiscal 2000, 1999 and
         1998, respectively,  to compensate for the federal and state income tax
         liability  attributable  to such payments in fiscal 2000, 1999 and 1998
         made  to Mr.  Herkert  pursuant  to the  terms  of a  certain  Deferred
         Compensation Agreement with Elson T. Killam Associates.

(9)      Subsequent to April 1, 2000,  Metrika Systems  Corporation  ("MKA") was
         taken private by Thermo Electron in a merger  transaction  whereby each
         outstanding  share of MKA common stock was  exchanged for $9.00 in cash
         and each  outstanding  option  of MKA was  converted  into an option to
         acquire  approximately  .46  shares  of  the  common  stock  of  Thermo
         Electron.

(10)     Subsequent  to April 1,  2000,  ONIX  Systems  Inc.  ("ONX")  was taken
         private  by  Thermo  Electron  in a  merger  transaction  whereby  each
         outstanding  share of ONX common stock was  exchanged for $9.00 in cash
         and each  outstanding  option  of ONX was  converted  into an option to
         acquire  approximately  .44  shares  of  the  common  stock  of  Thermo
         Electron.

(11)     Subsequent  to April 1, 2000,  Thermedics  Detection  Inc.  ("TDX") was
         taken private by Thermo Electron in a merger  transaction  whereby each
         outstanding  share of TDX common stock was  exchanged for $8.00 in cash
         and each  outstanding  option  of TDX was  converted  into an option to
         acquire  approximately  .39  shares  of  the  common  stock  of  Thermo
         Electron.

(12)     Subsequent to April 1, 2000, Thermo Instrument  Systems Inc ("THI") was
         taken private by Thermo Electron in a merger  transaction  whereby each
         outstanding  share of THI common stock was  exchanged for .85 shares of
         Thermo  Electron  Common Stock and each  outstanding  option of THI was
         converted  into an option to acquire .85 shares of the common  stock of
         Thermo Electron.

(13)     In addition to the matching  contribution  referred to in footnote (3),
         such amount  includes  the  reimbursement  by the Company of $50,000 in
         expenses   associated   with  Mr.   Powell's   relocation  to  Concord,
         Massachusetts  in  fiscal  1998 and  $3,272,  $3,218  and  $932,  which
         represents the amount of  compensation  in fiscal 2000,  1999 and 1998,
         respectively,  attributable  to  interest-free  loans  provided  to Mr.
         Powell  pursuant to the stock holding  assistance  plan of ThermoRetec.
         See Item 13 - "Certain  Relationships and Related  Transactions - Stock
         Holding Assistance Plans."


                                       7
<PAGE>


STOCK OPTIONS GRANTED DURING FISCAL 2000

         The following table sets forth information concerning individual grants
of stock  options  made during  fiscal  2000 to the  Company's  named  executive
officers.  It has not  been the  Company's  policy  in the  past to grant  stock
appreciation rights, and no such rights were granted during fiscal 2000.

         Dr.  Appleton  served as a vice president of Thermo Electron since 1975
and from time to time has been  granted  options  to  purchase  common  stock of
Thermo Electron and certain of its  subsidiaries  other than the Company and its
majority-owned  subsidiaries.  These  options are not  reported in this table as
they  were  granted  as  compensation  for  services  to other  Thermo  Electron
companies  in  capacities  other  than in his  capacity  as the chief  executive
officer of the Company.

<TABLE>
<CAPTION>
<S>                         <C>                 <C>            <C>           <C>           <C>           <C>

                                        Option Grants in Fiscal 2000
--------------------------------------------------------------------------------------------------------------
                                                                                       Potential Realizable
                         Number of          Percent of                                  Value at Assumed
                         Securities        Total Options                             Annual Rates of Stock
                     Underlying Options     Granted to       Exercise                Price Appreciation for
                        Granted and        Employees in     Price Per   Expiration      Option Term (2)
       Name             Company (1)         Fiscal Year        Share        Date            5%      10%
       ----            --------------       ------------       -----        ----            --      ---

John P. Appleton           -- --                 --              --          --          --          --
--------------------------------------------------------------------------------------------------------------
Emil C. Herkert           500 (TMO)           0.02% (3)          $14.81      9/22/04     $2,050        $4,521
--------------------------------------------------------------------------------------------------------------
Jeffrey L. Powell       1,000 (TMO)           0.03% (3)          $14.81      9/22/04     $4,090        $9,042
--------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      All of the  options  granted  during  the fiscal  year are  immediately
         exercisable  at the date of grant.  In all cases,  the shares  acquired
         upon exercise are subject to repurchase by the granting  company at the
         exercise price if the optionee ceases to be employed by such company or
         any other Thermo Electron  company.  The granting  company may exercise
         its  repurchase  rights within six months after the  termination of the
         optionee's employment.  The repurchase rights lapse after one-year, and
         the option has a five year term,  provided the optionee continues to be
         employed by the granting company or any other Thermo Electron  company.
         The  granting  company  may permit  the  holder 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.  Please see footnote (2) under Summary  Compensation  Table
         above for the company abbreviations used in this table.

(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 applicable  corporation,
         the optionee's  continued  employment through the option period and the
         date on which the options are exercised.

(3)      These  options were granted  under stock  option  plans  maintained  by
         Thermo Electron or its  subsidiaries  other than the Company as part of
         Thermo Electron's  compensation program and accordingly are reported as
         a percentage of total options  granted to employees of Thermo  Electron
         and its subsidiaries.

STOCK OPTIONS EXERCISED DURING FISCAL 2000 AND FISCAL YEAR-END OPTION VALUES

          The following table reports certain information regarding stock option
exercises  during fiscal 2000 and  outstanding  stock options held at the end of
fiscal 2000 by the Company's named  executive  officers.  No stock  appreciation
rights were exercised or were outstanding during fiscal 2000.




                                       8
<PAGE>


<TABLE>
<CAPTION>
<S>                         <C>               <C>              <C>                <C>                      <C>

                  Aggregated Option Exercises In Fiscal 2000 And Fiscal 2000 Year-End Option Values
-----------------------------------------------------------------------------------------------------------------------
                                                                                                       Value of
                                                                                Number of             Unexercised
                                                                               Unexercised           In-the-Money
                                                                           Options at Fiscal      Options at Fiscal
                                             Shares                             Year-End              Year-End
                                          Acquired on        Value           (Exercisable/          (Exercisable/
        Name             Company (1)        Exercise        Realized (2)     Unexercisable)(1)       Unexercisable)
        ----             -----------      ------------     ------------     -----------------      -----------------

John P. Appleton (3)         TTT               --               --              275,000  /0               $0  /--
                             RGI (4)           --               --              120,000  /0         $135,000  /--
                             THN (5)           --               --               63,000  /0               $0  /--
-----------------------------------------------------------------------------------------------------------------------
Emil C. Herkert              TTT               --               --                8,000  /0          $21,760  /--
                             TMO               --               --               45,098  /0 (6)      $31,224  /--
                             MKA (7)           --               --                2,000  /0               $0  /--
                             ONX (8)           --               --                2,000  /0               $0  /--
                             RGI (4)           --               --              250,000  /0         $288,750  /--
                             TDX (9)           --               --                2,000  /0               $0  /--
                            TRIL               --               --                    0  /2,000           --  /$0 (10)
                             THI (11)          --               --                  999  /0          $10,173  /--
                             TKN               --               --                1,023  /0           $2,486  /--
-----------------------------------------------------------------------------------------------------------------------
Jeffrey L. Powell            TTT               --               --               28,000  /0          $13,600  /--
                             TMO             5,062           $31,121             31,748  /0 (12)     $28,829  /--
                             MKA (7)           --               --                2,000  /0               $0  /--
                             ONX (8)           --               --                2,000  /0               $0  /--
                             RGI (4)           --               --               24,000  /0          $27,000  /--
                             TDX (9)           --               --                2,000  /0               $0  /--
                             TBA (13)          --               --                2,000  /0          $35,380  /--
                             TFG               --               --                2,000  /0           $3,876  /--
                             THI (11)          --               --                  999  /0          $10,173  /--
                             TLZ               --               --                5,000  /0               $0  /--
                             TLT               --               --                    0  /2,000           --  /$0 (10)
                             TOC (14)          --               --                6,000  /0          $26,430  /--
                             TMQ (15)          --               --                6,000  /0          $22,500  /--
                             THN (5)           --               --              111,000  /0               $0  /--
                             TSR (16)          --               --                2,000  /0           $2,750  /--
                            TRIL               --               --                    0  /2,000           --  /$0 (10)
                             TKN               --               --                1,023  /0           $2,486  /--
                             TXM               --               --                4,000  /0               $0  /--
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      All of the options  reported  outstanding at the end of the fiscal year
         are immediately  exercisable as of fiscal  year-end,  except options to
         purchase the common stock of ThermoLyte  Corporation and Thermo Trilogy
         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 or (ii) nine years from the
         grant date. Generally, the shares acquired upon exercise of the options
         reported in the table are subject to repurchase by the granting company
         at the  exercise  price if the  optionee  ceases to be employed by such
         company or any other Thermo Electron company.  The granting company 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 one- to  ten-year
         period,  depending  on the  option  term,  which  may vary from five to
         twelve years,  provided  that the optionee  continues to be employed by
         the granting company or another Thermo Electron company.  For companies
         that are not  publicly-traded,  the  repurchase  rights  lapse in their
         entirety  on the ninth


                                       9
<PAGE>

         anniversary  of the grant  date.  The  granting  company may permit the
         holder 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. Please see footnote (2) under
         Summary Compensation Table above for the company  abbreviations used in
         this table. In addition,  company  abbreviations used in this table and
         not  defined  in  footnote  (2)  are  as  follows:  Thermo  BioAnalysis
         Corporation  (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),
         ThermoRetec  Corporation  (Designated in the table as THN), ThermoQuest
         Corporation  (designated  in the  table as TMQ),  Thermo  Sentron  Inc.
         (designated  in  the  table  as  TSR)  and  Trex  Medical   Corporation
         (designated in the table as TXM).

(2)      Amounts shown in this column do not necessarily  represent actual value
         realized  from the sale of the shares  acquired  upon  exercise  of the
         option  because in many cases the shares are not sold on  exercise  but
         continue to be held by the executive officer exercising the option. The
         amounts shown  represent  the  difference  between the option  exercise
         price and the market price on the date of exercise, which is the amount
         that would have been  realized if the shares had been sold  immediately
         upon exercise.

(3)      Dr.  Appleton  served as a vice president of Thermo  Electron from 1975
         until April 2000 and has been granted options to purchase shares of the
         common stock of Thermo Electron and certain of its  subsidiaries  other
         than the  Company  from time to time by Thermo  Electron  or such other
         subsidiaries.  These options are not reported here as they were granted
         as  compensation  for service to other  Thermo  Electron  companies  in
         capacities other than in his capacity as the chief executive officer of
         the Company.

(4)      Subsequent to April 1, 2000, The Randers Killam Group Inc.  ("RGI") was
         taken private by Thermo Electron in a merger  transaction  whereby each
         outstanding  share of RGI common stock was  exchanged for $4.50 in cash
         and each  outstanding  option  of RGI was  converted  into an option to
         acquire  approximately  .24  shares  of  the  common  stock  of  Thermo
         Electron.

(5)      Subsequent to April 1, 2000,  ThermoRetec  Corporation ("THN) was taken
         private  by  Thermo  Electron  in a  merger  transaction  whereby  each
         outstanding  share of THN common stock was  exchanged for $7.00 in cash
         and each  outstanding  option  of THN was  converted  into an option to
         acquire  approximately  .36  shares  of  the  common  stock  of  Thermo
         Electron.

(6)      Options  to  purchase  22,500  shares  of the  common  stock of  Thermo
         Electron  granted  to Mr.  Herkert  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 fiscal 1998, the human resources committee of the
         board of directors of Thermo Electron  accelerated the vesting of 1,350
         shares.

(7)      Subsequent to April 1, 2000,  Metrika Systems  Corporation  ("MKA") was
         taken private by Thermo Electron in a merger  transaction  whereby each
         outstanding  share of MKA common stock was  exchanged for $9.00 in cash
         and each  outstanding  option  of MKA was  converted  into an option to
         acquire  approximately  .46  shares  of  the  common  stock  of  Thermo
         Electron.

(8)      Subsequent  to April 1,  2000,  ONIX  Systems  Inc.  ("ONX")  was taken
         private  by  Thermo  Electron  in a  merger  transaction  whereby  each
         outstanding  share of ONX common stock was  exchanged for $9.00 in cash
         and each  outstanding  option  of ONX was  converted  into an option to
         acquire  approximately  .44  shares  of  the  common  stock  of  Thermo
         Electron.

(9)      Subsequent  to April 1, 2000,  Thermedics  Detection  Inc.  ("TDX") was
         taken private by Thermo Electron in a merger  transaction  whereby each
         outstanding  share of TDX common stock was  exchanged for $8.00 in cash
         and each  outstanding  option  of TDX was  converted  into an option to
         acquire  approximately  .39  shares  of  the  common  stock  of  Thermo
         Electron.

(10)     No public market existed for the shares  underlying these options as of
         April 1, 2000.  Accordingly,  no value in excess of exercise  price has
         been attributed to these options.


                                       10
<PAGE>

(11)     Subsequent to April 1, 2000, Thermo Instrument  Systems Inc ("THI") was
         taken private by Thermo Electron in a merger  transaction  whereby each
         outstanding  share of THI common stock was  exchanged for .85 shares of
         Thermo  Electron  Common Stock and each  outstanding  option of THI was
         converted  into .85 options to purchase  shares of the common  stock of
         Thermo Electron.

(12)     Options  to  purchase  22,500  shares  of the  common  stock of  Thermo
         Electron  granted  to Mr.  Powell  are  subject  to the  same  terms as
         described in footnote  (1),  except that the  repurchase  rights of the
         granting  corporation lapse ratably over a three-year period commencing
         with the sixth anniversary of the grant date.

(13)     Subsequent to April 1, 2000, Thermo BioAnalysis Corporation ("TBA") was
         taken private by Thermo Electron in a merger  transaction  whereby each
         outstanding  share of TBA common stock was exchanged for $28.00 in cash
         and each  outstanding  option of TBA was converted  into  approximately
         1.47 options to purchase shares of the common stock of Thermo Electron.

(14)     Subsequent to April 1, 2000, Thermo Optek Corporation ("TOC") was taken
         private  by  Thermo  Electron  in a  merger  transaction  whereby  each
         outstanding  share of TOC common stock was exchanged for $15.00 in cash
         and each outstanding option of TOC was converted into approximately .83
         options to purchase shares of the common stock of Thermo Electron.

(15)     Subsequent to April 1, 2000, ThermoQuest  Corporation ("TMQ") was taken
         private  by  Thermo  Electron  in a  merger  transaction  whereby  each
         outstanding  share of TMQ common stock was exchanged for $17.00 in cash
         and each outstanding option of TMQ was converted into approximately .94
         options to purchase shares of the common stock of Thermo Electron.

(16)     Subsequent  to April 1, 2000,  Thermo  Sentron  Inc.  ("TSR") was taken
         private  by  Thermo  Electron  in a  merger  transaction  whereby  each
         outstanding  share of TSR common stock was exchanged for $15.50 in cash
         and each outstanding option of TSR was converted into approximately .77
         options to purchase shares of the common stock of Thermo Electron.

DEFINED BENEFIT RETIREMENT PLAN

         Killam  Associates,  a subsidiary  of The Randers  Killam Group Inc., a
subsidiary  of  the  Corporation   ("Randers"),   maintains  a  Defined  Benefit
Retirement Plan (the "Plan") for eligible U.S. employees. Accrued benefits under
the Plan were frozen as of March 31, 1995.  Mr.  Herkert is a participant in the
Plan. The following table sets forth the estimated annual benefits payable under
the  Plan  upon  retirement  in  specified   compensation  and  years-of-service
classifications.   The  estimated  benefits  reflect  the  statutory  limits  on
compensation  that can be recognized for Plan  purposes.  The limit at March 31,
1995 was $150,000 per year.

<TABLE>
<CAPTION>
<S>                    <C>          <C>          <C>           <C>            <C>
                                           Years of Service
      Annual                               ----------------
   Compensation         15           20           25            30           35
                        --           --           --            --           --
     $100,000        $20,064      $26,752       $33,440      $40,128      $46,817
     125,000          25,427       33,902       42,378        50,853       59,329
     150,000          30,789       41,052       51,315        61,578       71,842

</TABLE>


         Each eligible employee receives a monthly retirement benefit, beginning
at normal  retirement age (65, although benefits are not reduced if the employee
retires after reaching 62). Before the benefit was frozen,  it provided 1.05% of
an employee's  Average  Final  Compensation  (as defined  below) plus .38% of an
employees Average Final Compensation (as defined below) in excess of the average
of the Social  Security wage bases,  multiplied by his years of service (up to a
maximum of 35 years). Benefits are reduced for retirement before age 62. Average
Final  Compensation  is the average total  compensation  for the 60  consecutive
months  out of the last 180  months  prior to 1995  which  produce  the  highest
average.  The frozen annual accrued benefit for Mr. Herkert is $93,332 (based on
the  compensation  limit of  $235,840  that was in  effect  in  1993).  The Plan
benefits shown are payable during the  employee's  lifetime  unless the employee
elects another form of benefit that provides death  protection.  On May 15, 2000
Thermo  Electron  completed  a  merger  of  its  wholly  owned  subsidiary,   RK


                                       11
<PAGE>

Acquisition  Corporation  with and into Randers.  Upon completion of the merger,
Randers became a wholly owned subsidiary of Thermo Electron.

EXECUTIVE RETENTION AGREEMENTS

         Thermo  Electron has entered  into  agreements  with certain  executive
officers and key employees of Thermo Electron and its subsidiaries  that provide
severance  benefits if there is a change in control of Thermo Electron and their
employment is terminated by Thermo Electron "without cause" or by the individual
for "good  reason",  as those  terms are  defined in the  agreements,  within 18
months thereafter.  For purposes of these agreements, a change in control exists
upon (i) the acquisition by any person of 40% or more of the outstanding  common
stock or voting  securities of Thermo  Electron;  (ii) the failure of the Thermo
Electron  board  of  directors  to  include  a  majority  of  directors  who are
"continuing  directors",  which term is defined  to include  directors  who were
members  of  Thermo  Electron's  board  on  the  date  of the  agreement  or who
subsequent to the date of the agreement  were nominated or elected by a majority
of directors who were  "continuing  directors" at the time of such nomination or
election;  (iii) the  consummation of a merger,  consolidation,  reorganization,
recapitalization  or statutory share exchange  involving  Thermo Electron or the
sale or other  disposition of all or  substantially  all of the assets of Thermo
Electron  unless  immediately  after such  transaction (a) all holders of Thermo
Electron common stock immediately prior to such transaction own more than 60% of
the outstanding  voting securities of the resulting or acquiring  corporation in
substantially the same proportions as their ownership  immediately prior to such
transaction  and (b) no  person  after the  transaction  owns 40% or more of the
outstanding voting securities of the resulting or acquiring corporation; or (iv)
approval by  stockholders  of a complete  liquidation  or  dissolution of Thermo
Electron.

         In 1998, Thermo Electron  authorized an executive  retention  agreement
with Dr. Appleton and Mr. Herkert. This agreement provides that in the event the
individual's  employment is terminated under the circumstances  described above,
the  individual  would be entitled to a lump sum payment equal to the sum of (a)
in the case of Dr.  Appleton,  two times,  and in the case of Mr.  Herkert,  one
times his highest  annual base  salary in any 12 month  period  during the prior
five-year  period,  plus (b) in the case of Dr. Appleton,  two times, and in the
case of Mr.  Herkert,  one times his highest annual bonus in any 12 month period
during the prior five-year period. In addition, the individual would be provided
benefits  for a period of, in the case of Dr.  Appleton,  two years,  and in the
case of Mr. Herkert, one year after such termination substantially equivalent to
the  benefits  package  the  individual  would have been  otherwise  entitled to
receive if the individual was not terminated.  Further, all repurchase rights of
Thermo Electron and its subsidiaries  shall lapse in their entirety with respect
to  all  options  that  the  individual   holds  in  Thermo   Electron  and  its
subsidiaries,  including  the Company,  as of the date of the change in control.
Finally,  the  individual  would be entitled to a cash payment  equal to, in the
case of Dr. Appleton,  $20,000,  and in the case of Mr. Herkert,  $15,000, to be
used  toward  outplacement   services.   These  executive  retention  agreements
supersede  and  replace  any and all prior  severance  arrangements  which these
individuals had with Thermo Electron.

         Assuming  that the  severance  benefits  would have been  payable as of
April 1, 2000, the lump sum salary and bonus payment under such agreement to Dr.
Appleton and Mr.  Herkert would have been  approximately  $750,000 and $347,863,
respectively. In the event that payments under these agreements are deemed to be
so called "excess  parachute  payments"  under the applicable  provisions of the
Internal  Revenue Code of 1986, as amended (the "Internal  Revenue  Code"),  the
individual  would be entitled to receive a gross-up  payment equal to the amount
of any excise tax payable by him with respect to such  payment,  plus the amount
of all other additional taxes imposed on him attributable to the receipt of such
gross-up payment.

RETENTION AGREEMENT WITH DR. JOHN P. APPLETON

         On  November  17,  1999,  Thermo  Electron  entered  into  a  retention
agreement  with Dr. John P.  Appleton,  Thermo  TerraTech's  president and chief
executive  officer until April 1, 2000 and currently  non-executive  chairman of
its board of directors.  The retention agreement provides that Dr. Appleton will
remain  employed  with  Thermo  Electron  until  March 31,  2002,  and will work
part-time  (on  average,  20 hours per week) from April 1, 2000 until that date.
During the term of the agreement, Dr. Appleton is required to perform his normal
managerial work duties and use his best efforts to achieve the closings of sales
of certain Thermo TerraTech  businesses as part of the Thermo Electron corporate
reorganization. The agreement provides for an annualized


                                       12
<PAGE>

base salary of $112,500 from April 1, 2000 through March 31, 2002. Dr.  Appleton
is entitled to receive, for the period from April 1, 2000 through the end of the
agreement's  term, a minimum  bonus of $100,000 and a maximum  bonus of $300,000
for the completion of specific tasks assigned to him,  including efforts to sell
certain  Thermo  TerraTech  businesses.   Also,  Thermo  Electron  agreed  that,
effective  April 1, 2000, it would use its best efforts to cause Dr. Appleton to
be non-executive chairman of the board of directors of Thermo TerraTech, as long
as the Company  remains a public  company.  The  agreement  may be terminated by
Thermo  Electron at any time,  with or without  cause,  or by Dr.  Appleton upon
thirty days' prior written  notice.  The agreement will also be terminated  upon
Dr.  Appleton's  death or  disability.  If the agreement is terminated by Thermo
Electron or at Dr.  Appleton's  election,  Thermo Electron will pay Dr. Appleton
the  compensation  and benefits which would  otherwise have been payable through
the termination date of the agreement.  If the agreement is terminated by Thermo
Electron  without cause,  Thermo Electron will also pay Dr. Appleton a severance
payment equal to the balance of the base salary payable  through March 31, 2002,
plus any unpaid minimum guaranteed bonus.

STOCK OWNERSHIP POLICIES

         The  Committee has  established  a stock  holding  policy for the chief
executive  officer of the  Company  that  requires  him to own a multiple of his
compensation in shares of the Company's  Common Stock. The multiple is one times
his base salary and reference  bonus for the fiscal year in which  compliance is
achieved.  The chief executive  officer has three years from the adoption of the
policy to achieve this ownership level.

         In order to assist the chief  executive  officer in complying  with the
policy,  the Committee also adopted a stock holding  assistance plan under which
the Company is authorized  to make  interest-free  loans to the chief  executive
officer to enable him to purchase shares of Common Stock in the open market. The
loans  are  required  to be  repaid  upon the  earlier  of  demand  or the tenth
anniversary  of the  date  of  the  loan,  unless  otherwise  determined  by the
Committee.  See Item 13 "Certain  Relationships and Related Transactions - Stock
Holding Assistance Plan."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets  forth the  beneficial  ownership  of Common
Stock, as well as the common stock of Thermo Electron,  as of May 31, 2000, with
respect to (i) each director,  (ii) each executive  officer named in the summary
compensation  table set forth in Item 11 - "Executive  Compensation" (the "named
executive officers") and (iii) all directors and current executive officers as a
group. In addition,  the following table sets forth the beneficial  ownership of
Common Stock,  as of May 31, 2000,  with respect to each person who was known by
the Company to own beneficially more than 5% of the outstanding shares of Common
Stock.  The  beneficial  ownership  of  the  Company's  ThermoRetec  Corporation
subsidiary  ("ThermoRetec")  is not  included  in this  table.  On June 5, 2000,
Thermo  Electron  completed  a  merger  of  its  subsidiary,  Retec  Acquisition
Corporation  with  and  into   ThermoRetec.   Upon  completion  of  the  merger,
ThermoRetec  became  a  jointly  owned  subsidiary  of the  Company  and  Thermo
Electron.  The table indicating the beneficial  ownership of the common stock of
Thermo  Electron  includes shares that such persons or members of the group have
the right to acquire through the exercise of stock options of ThermoRetec  which
were assumed by Thermo Electron in the merger.

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



                                       13
<PAGE>


<TABLE>
<CAPTION>
<S>              <C>                                <C>                        <C>

                                                  Thermo                  Thermo Electron
              Name (1)                       TerraTech Inc. (2)             Corporation (3)
              --------                       ------------------             --------------
Thermo Electron Corporation (4)                 16,709,626                         N/A
Loomis, Sayles & Company, L.P. (5)               2,749,999                         N/A
John P. Appleton                                   305,939                     183,401
Emil C. Herkert                                     27,400                      86,912
Brian D. Holt                                      250,000                     341,495
Donald E. Noble                                     52,927                      85,694
Jeffrey L. Powell                                   56,635                     103,399
William A. Rainville                                25,000                     395,172
Polyvios C. Vintiadis                               17,583                      14,670
All directors and  current executive
     officers as a group (9 persons)               749,409                   1,772,871
</TABLE>

(1)      Except as reflected in the footnotes to this table, shares 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 Common Stock beneficially owned by Dr. Appleton, Mr. Herkert,
         Mr. Holt, Mr. Noble, Mr. Powell,  Mr. Rainville,  Mr. Vintiadis and all
         directors and current  executive  officers as a group include  275,000,
         8,000,  250,000,  6,300,  28,000,  25,000,  6,000 and  611,550  shares,
         respectively, that such person or group has the right to acquire within
         60 days of May 31, 2000, through the exercise of stock options.  Shares
         beneficially  owned by Mr. Noble,  Mr.  Vintiadis and all directors and
         current executive officers as a group include 23,587, 11,583 and 35,170
         full shares,  respectively,  allocated  through April 1, 2000, to their
         respective  accounts  maintained under the Deferred  Compensation Plan.
         Except for Dr. Appleton,  who beneficially owned 1.59% and Mr. Holt who
         beneficially  owned 1.3% of the Common Stock  outstanding as of May 31,
         2000, no director or named executive  officer  beneficially  owned more
         than 1% of the Common Stock  outstanding as of such date; all directors
         and current executive  officers as a group  beneficially owned 3.84% of
         the Common Stock outstanding as of May 31, 2000.

(3)      Shares of the common stock of Thermo Electron beneficially owned by Dr.
         Appleton,  Mr. Herkert, Mr. Holt, Mr. Noble, Mr. Powell, Mr. Rainville,
         Mr.  Vintiadis and all directors  and current  executive  officers as a
         group include 174,257, 83,253, 303,502, 25,838, 94,490, 324,454, 12,170
         and 1,503,869 shares, respectively,  that such person or members of the
         group have the right to acquire within 60 days of May 31, 2000, through
         the exercise of stock options.  Shares  beneficially owned by Mr. Noble
         and all  directors  and  current  executive  officers  as a group  each
         include 46,813 shares  allocated  through April 1, 2000, to Mr. Noble's
         account maintained pursuant to Thermo Electron's deferred  compensation
         plan for directors. No director or named executive officer beneficially
         owned more than 1% of the common stock of Thermo  Electron  outstanding
         as of May 31, 2000; all directors and current  executive  officers as a
         group  beneficially  owned 1.13% of the common stock of Thermo Electron
         outstanding as of such date.

(4)      Shares  beneficially owned by Thermo Electron include 104,440 shares of
         Common  Stock  issuable  upon the  conversion  of a 4 5/8%  convertible
         debenture due in 2003. As of May 31, 2000, Thermo Electron beneficially
         owned  approximately  87.57% of the  outstanding  Common Stock.  Thermo
         Electron's   address  is  81  Wyman  Street,   Waltham,   Massachusetts
         02454-9046.  As of May 31, 2000, Thermo Electron had the power to elect
         all of the members of the Company's board of directors.

(5)      Information regarding the number of shares of Common Stock beneficially
         owned by Loomis,  Sayles & Company  L.P.  is based upon the most recent
         Schedule 13G of Loomis, Sayles & Company, L.P. received by the Company,
         which  reported such  ownership as of December 31, 1999. The address of
         Loomis,  Sayles  &  Company,  L.P.  is One  Financial  Center,  Boston,
         Massachusetts 02111. As of December 31, 1999, Loomis, Sayles & Company,
         L.P.  beneficially owned  approximately 12.6% of the outstanding Common
         Stock.


                                       14
<PAGE>

ITEM 13 -  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company 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 Company. The Company was assessed an annual fee equal to 0.8% of
the Company's  revenues for these  services in fiscal 2000.  The annual fee will
remain at 0.8% of the  Company's  revenues for fiscal 2001.  The fee is reviewed
annually  and may be  changed  by mutual  agreement  of the  Company  and Thermo
Electron. During fiscal 2000, Thermo Electron assessed the Company $2,459,000 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 Company.  In fiscal  2000,  the Company was billed an
additional  $7,000  by  Thermo  Electron  for  certain  administrative  services
required by the Company  that were not covered by the  Services  Agreement.  The
Services Agreement  automatically  renews for successive  one-year terms, unless
canceled by the Company upon 30 days' prior  notice.  In addition,  the Services
Agreement  terminates  automatically  in the  event the  Company  ceases to be a
member of the  Thermo  Group or ceases to be a  participant  in Thermo  electron
Corporate Charter. In the event of a termination of the Services Agreement,  the
Company will be required to pay a termination fee equal to the fee that was paid
by the Company 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 Company or as
required in order to meet the  Company's  obligations  under  Thermo  Electron's
policies and procedures.  Thermo Electron will charge the Company a fee equal to
the market rate for  comparable  services if such  services  are provided to the
Company following termination.

         The Company has entered  into a Tax  Allocation  Agreement  with Thermo
Electron  that  outlines  the terms under which the Company  will be included in
Thermo  Electron's  consolidated  Federal and state  income tax  returns.  Under
current  law, the Company will be included in such tax returns so long as Thermo
Electron owns at least 80% of the Company's  outstanding  Common Stock. In years
in which the Company has taxable income,  it will pay to Thermo Electron amounts
comparable  to the taxes  the  Company  would  have paid if it had filed its own
separate  company tax  returns.  If Thermo  Electron's  equity  ownership of the
Company were to drop below 80%, the Company would file its own tax returns.

         The  Company  leases an  office  and  operating  facility  from  Thermo
Electron.  The total rental  payments made to Thermo Electron during fiscal year
2000 under this agreement were $166,000.

         The Company and Thermo  Electron  entered into a development  agreement
under which Thermo  Electron  agreed to fund up to  $4,000,000 of the direct and
indirect costs of the Company's  development  of  soil-remediation  centers.  In
exchange for this funding,  the Company  granted Thermo Electron a royalty equal
to approximately 3% of net revenues from soil-remediation  services performed at
the centers  developed under this agreement.  The royalty  payments may cease if
the  amounts  paid by the  Company  yield a certain  internal  rate of return to
Thermo Electron on the funds advanced to the Company under this  agreement.  The
Company paid Thermo Electron royalties of $196,000 in fiscal 2000.

         The Company  purchases and sells  products and services in the ordinary
course of business to Thermo Electron and Thermo Electron's other  subsidiaries.
In fiscal  2000,  the  Company  sold a total of  $288,000  of products to Thermo
Electron  and its  other  subsidiaries  and  purchased  a total of  $641,000  of
products and/or services from such companies.

         The Company, along with certain other Thermo subsidiaries,  has entered
into a cash management  arrangement  with ABN AMRO. The new arrangement with ABN
AMRO consists of a zero balance arrangement, which includes a $24,744,720 credit
facility. The Company has access to $9,020,000 under this credit facility. Funds
borrowed by the Company  under this  arrangement  pay  interest at a rate set by
Thermo  Finance  B.V., a  wholly-owned  subsidiary  of Thermo  Electron,  at the
beginning  of each month,  based on euro  market  rates.  Funds  invested by the
Company  under the  arrangement  earn a rate set by Thermo  Finance  B.V. at the
beginning of each month, based on euro market rates.  Thermo Electron guarantees
all of the obligations of each participant in this  arrangement.  As of April 1,
2000, the Company had a positive cash balance of approximately  $2,228,000 and a
negative cash balance of approximately $8,965,000,  based on an exchange rate


                                       15
<PAGE>

of  $0.4326/NLG  1.00.  As of April 1, 2000,  the average  annual  interest rate
earned  on  NLG  deposits  by  participants  in  this  credit   arrangement  was
approximately 3.079% and the average annual interest rate paid on overdrafts was
approximately 3.679%.

         At April 1,  2000,  the  Company  owed  Thermo  Electron  and its other
subsidiaries  an  aggregate  of  $2,403,000  for amounts due under the  Services
Agreement and related  administrative  charges, for other products and services,
and for  miscellaneous  items,  net of  amounts  owed to the  Company  by Thermo
Electron  and  its  other   subsidiaries   for  products,   services  and  other
miscellaneous  items.  The largest amount of such net  indebtedness  owed by the
Company to Thermo  Electron and its other  subsidiaries  since April 4, 1999 was
$2,586,000.  These  amounts do not bear  interest and are expected to be paid in
the normal course of business.

         As of April 3, 1999,  approximately  $40,625,000  of the Company's cash
equivalents were invested in a repurchase agreement with Thermo Electron.  Under
this  agreement,  the Company in effect  lends  excess cash to Thermo  Electron,
which Thermo Electron  collateralized 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 Company's funds subject to the repurchase agreement were
readily convertible into cash by the Company.  The repurchase agreement earned a
rate based on the 90-day  Commercial  Paper Composite Rate plus 25 basis points,
set at the beginning of each quarter.

         Effective June 1999, the Company and Thermo Electron commenced use of a
new domestic cash  management  arrangement in lieu of the repurchase  agreement.
Under the new  arrangement,  amounts  advanced to Thermo Electron by the Company
for  domestic  cash  management  purposes  bear  interest  at the 30-day  Dealer
Commercial Paper Rate plus 50 basis points,  set at the beginning of each month.
Thermo Electron is  contractually  required to maintain cash, cash  equivalents,
and/or  immediately  available bank lines of credit equal to at least 50% of all
funds invested  under this cash  management  arrangement by all Thermo  Electron
subsidiaries  other  than  wholly  owned  subsidiaries.   The  Company  has  the
contractual  right  to  withdraw  its  funds  invested  in the  cash  management
arrangement upon 30 days' prior notice. In addition, under the new domestic cash
management arrangement,  amounts borrowed from Thermo Electron for domestic cash
management  purposes bear interest at the 30-day  Dealer  Commercial  Paper Rate
plus 150 basis  points,  set at the  beginning  of each  month.  The Company had
$1,158,000 of borrowings under this arrangement at fiscal year-end 2000.

THERMO ELECTRON CORPORATE REORGANIZATION

         Thermo  Electron has adopted a major  reorganization  plan under which,
among  other  things,  it is  acquiring  the  minority  interest  in most of its
subsidiaries that have minority investors. As part of this plan, Thermo Electron
has acquired or intends to acquire the  minority  interest in the Company and in
its subsidiaries  ThermoRetec  Corporation and The Randers Killam Group Inc., as
described below.

TRANSACTION WITH THE COMPANY

         Thermo  Electron has entered into an Agreement  and Plan of Merger with
the  Company,  dated as of  October  19,  1999,  as  amended,  under  which  the
stockholders  of the Company (other than Thermo  Electron)  would receive common
stock in Thermo  Electron in  exchange  for their  shares.  The number of Thermo
Electron  shares to be issued to the  Company's  minority  shareholders  will be
determined  at the time of the merger  transaction,  according to the  following
conditions:  If during the 20 trading days  immediately  prior to the  effective
date of the merger the average  closing price of Thermo Electron common stock is
less than $18.75,  the Company's  shareholders  would receive common stock worth
the equivalent of $7.50 per share of the Company's common stock. However, Thermo
Electron may elect to terminate  the  agreement if it would be required to issue
1.8  million or more  shares of Thermo  Electron  common  stock.  If the average
closing  price of Thermo  Electron  common stock is between  $18.75 and $23.125,
each  share of the  Common  Stock  would be  exchanged  for .4  shares of Thermo
Electron  common stock.  If the average  closing price of Thermo Electron common
stock is greater than $23.125,  shareholders of the Company would receive Thermo
Electron  common stock worth the  equivalent of $9.25 per share of Common Stock.
The  completion  of this  transaction  is subject  to  numerous  conditions,  as
outlined in Note 15 to Consolidated Financial Statements in the Company's Fiscal
2000 Annual Report to Shareholders,  which statements are incorporated herein by
reference.


                                       16
<PAGE>

         Executive  officers  and  directors  of the  Company who hold shares of
Common Stock will also  receive  shares of Thermo  Electron  common stock on the
same terms as all the other  stockholders.  See Item 12 - "Security Ownership of
Certain  Beneficial  Owners and  Management."  In  addition,  certain  executive
officers and  directors of the Company hold options to acquire  shares of Common
Stock  (See Item 12 -  "Security  Ownership  of  Certain  Beneficial  Owners and
Management"),  which  options will be treated in the same manner as options held
by other employees. In general, all options held by such persons will be assumed
by Thermo  Electron  and  converted  into  options to  acquire  shares of Thermo
Electron's  common  stock.  Options that are assumed by Thermo  Electron will be
converted  as  follows:  The number of shares of Thermo  Electron  common  stock
underlying  each assumed  option will equal the number of shares of Common Stock
underlying  the option before the  transaction,  multiplied by the same exchange
ratio that is applied to the Common  Stock in the  merger,  rounded  down to the
nearest whole number of shares of Thermo  Electron  common  stock.  The exercise
price for each assumed  option will be calculated by dividing the exercise price
of the option before the  transaction by the exchange  ratio,  rounded up to the
nearest whole cent.

         In addition to the ownership  information that appears in the Item 12 -
"Security  Ownership of Certain  Beneficial  Owners and Management"  table,  Mr.
Melas-Kyriazi  (who is not a named executive officer of the Company for purposes
of  Securities  and  Exchange  Commission   regulations,   and  whose  ownership
information  therefore does not appear in such table) holds 618 shares of Common
Stock. Additionally,  certain directors participate in the Deferred Compensation
Plan.  See Item 12 -  "Security  Ownership  of  Certain  Beneficial  Owners  and
Management."  On the effective  date of the proposed  transaction,  the Deferred
Compensation Plan will terminate and the participants will receive either Thermo
Electron  common stock in an amount equal to the balance of stock units credited
as of the  effective  time  multiplied by the exchange  ratio or the  equivalent
value of the Thermo Electron common stock in cash.

TRANSACTIONS WITH THERMORETEC CORPORATION AND THE RANDERS KILLAM GROUP INC.

         On May 15, 2000 and June 5, 2000, Thermo Electron  Corporation took the
Company's ThermoRetec Corporation and The Randers Killam Group Inc. subsidiaries
private  in  mergers  for  $7.00  and  $4.50  per  share in cash,  respectively.
Executive  officers and directors of the Company who held shares of common stock
in ThermoRetec and Randers Killam received the same cash consideration per share
of subsidiary stock as all other stockholders of such subsidiaries.

         In addition,  the executive officers' and directors' options to acquire
shares of such subsidiaries' common stock, for which the granting  corporation's
repurchase  rights  had not  lapsed  ("unvested  options"),  were  automatically
assumed by Thermo  Electron and  converted  into  options to purchase  shares of
Thermo  Electron's  common stock on the same terms as were applicable to all the
other holders of such subsidiary's  options,  as described below. In the case of
options to acquire  shares of such  subsidiaries'  common  stock,  for which the
granting  corporation's  repurchase  rights had lapsed ("vested  options"),  the
holders were given the  opportunity  to elect either to convert the options into
vested options to acquire shares of Thermo Electron's common stock or to receive
cash at the  applicable  cash  transaction  price less the  applicable  exercise
price,  on the same terms as were  applicable  to all the other  holders of such
subsidiary's  options.  Vested and unvested  options that were assumed by Thermo
Electron in these  completed  transactions  generally were converted as follows:
The number of shares of Thermo  Electron's  common stock underlying each assumed
option  equaled the number of shares of subsidiary  common stock  underlying the
option before the  transaction,  multiplied  by the  applicable  "cash  exchange
ratio"  described  below,  rounded down to the nearest whole number of shares of
Thermo  Electron's  common stock. The exercise price for each assumed option was
calculated by dividing the exercise price of the subsidiary  stock option before
the transaction by the applicable "cash exchange ratio" described below, rounded
up to the nearest whole cent.  The  applicable  "cash  exchange  ratio" for each
transaction was a fraction, the numerator of which was $7.00 (in the case of the
ThermoRetec   transaction)   or  $4.50  (in  the  case  of  the  Randers  Killam
transaction)  and the  denominator  of which  was the  closing  price of  Thermo
Electron's  common  stock  on  the  day  preceding  the  effective  date  of the
transaction.

         Additionally,   certain   directors   participated   in  the   deferred
compensation  plans of the various  subsidiaries.  On the effective  date of the
ThermoRetec  and  Randers  Killam  mergers,  each of their  respective  deferred
compensation  plans terminated and the  participants  received cash in an amount
equal to the balance of such  participant's  stock units credited to his account
under the respective deferred  compensation plan,  multiplied


                                       17
<PAGE>

by $7.00 or $4.50,  as  applicable.  Any such stock units held by directors  are
included in their stock ownership information described below.

         In the ThermoRetec transaction, Dr. Appleton, Mr. Noble, Mr. Powell and
Mr.  Rainville  received a cash  payment of $7.00 per share for  10,000,  4,500,
10,000 and 1,500 shares of common stock of ThermoRetec held by such individuals,
respectively.  Additionally,  Dr.  Appleton,  Mr.  Noble,  Mr.  Powell  and  Mr.
Vintiadis  held options to acquire  63,000,  6,000,  111,000 and 1,500 shares of
ThermoRetec  common stock,  respectively,  that were  converted  into options to
acquire  shares  of  common  stock  of  Thermo  Electron,  as  described  above.
Additionally,  Mr.  Rainville  elected to receive a cash  payment,  as described
above, for options to purchase an additional 22,500 shares of ThermoRetec common
stock, and received a payment of $1,575 for such options.

         In the  Randers  Killam  transaction,  Mr.  Herkert  and Mr.  Vintiadis
received a cash  payment of $4.50 per share for 2,000 and 5,388 shares of common
stock of Randers Killam held by such  individuals,  respectively.  Additionally,
Dr. Appleton,  Mr. Herkert,  Mr. Holt, Mr. Noble, Mr. Powell,  Mr. Rainville and
Mr.  Vintiadis held options to acquire  120,000,  149,000,  4,000,  225, 24,000,
14,400 and 48,300 shares of Randers Killam common stock, respectively, that were
converted into options to acquire shares of common stock of Thermo Electron,  as
described above. Additionally,  Mr. Herkert, Mr. Noble and Mr. Rainville elected
to receive  cash  payments,  as  described  above,  for  options to  purchase an
additional  101,000,  75 and  9,600  shares  of  Randers  Killam  common  stock,
respectively,  and received payments of $130,000, $195 and $4,800, respectively,
for such options.

STOCK HOLDING ASSISTANCE PLAN

         The  human   resources   committee  of  the  board  of  directors  (the
"Committee"),  established  a stock  holding  policy  that  requires  the  chief
executive  officer  to  acquire  and hold a  minimum  number of shares of Common
Stock.  In order to assist the chief  executive  officer in  complying  with the
policy,  the Committee also adopted a stock holding  assistance plan under which
the Company may make  interest-free  loans to the chief  executive  officer,  to
enable him to purchase the Common Stock in the open  market.  The stock  holding
policy and the stock holding  assistance plan were both subsequently  amended to
apply only to the chief executive officer. In fiscal 1998 and 1999, Dr. Appleton
received  loans in the principal  amount of $137,607 under this plan to purchase
20,000 shares,  the entire amount of which was  outstanding as of June 30, 2000.
The loan is repayable by March 31, 2002  through Dr.  Appleton's  sale of all or
part, as necessary, of the 20,000 shares of the Company that were purchased with
the loan (or, if applicable,  shares of Thermo Electron common stock received by
Dr. Appleton in the proposed merger with the Company); if, after such shares are
sold,  there remains an outstanding  balance under the loan, the balance will be
forgiven.

         The Company's  formerly  publicly-traded,  majority  owned  subsidiary,
ThermoRetec  Corporation  ("ThermoRetec") adopted a similar stock holding policy
and stock  holding  assistance  plan,  which  was  applicable  to its  executive
officers  prior to their  amendment  to make them  applicable  only to its chief
executive officer. Certain executive officers of the Company were also the chief
executive  officer  of this  subsidiary  and were  required  to comply  with the
subsidiary's stock holding policies.  Dr. Appleton,  the Company's president and
chief executive  officer until April 2000, was also the chief executive  officer
of ThermoRetec  until May 14, 1997. Mr. Powell, a vice president of the Company,
was also the chief  executive  officer of  ThermoRetec  until April 30, 1998. In
fiscal 1998, Dr. Appleton  received loans in the principal  amount of $61,867.50
under the plan to purchase 10,000 shares of the common stock of ThermoRetec,  of
which the entire  amount was repaid as of June 30,  2000.  In fiscal  1998,  Mr.
Powell  received loans in the principal  amount of $59,940.50  under the plan to
purchase 10,000 shares of the common stock of  ThermoRetec,  of which the entire
amount  was  still  outstanding  as of June 30,  2000.  Each of  these  loans is
repayable upon the earlier of demand or the fifth anniversary of the date of the
loan, unless otherwise  determined by the human resources committee of the board
of directors of ThermoRetec. On June 5, 2000, Thermo Electron completed a merger
of its subsidiary Retec Acquisition Corporation with and into ThermoRetec.  Upon
completion  of the  merger,  ThermoRetec  Corporation  became  a  jointly  owned
subsidiary of the Company and Thermo Electron.  All outstanding  loans under the
ThermoRetec  stock holding  assistance  plan became  immediately due and payable
upon completion of the merger transaction.


                                       18
<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 Amendment No. 1 on form 10-K/A
to be signed by the undersigned, duly authorized.

                                              THERMO TERRATECH INC.


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



                                       19
<PAGE>