## UNITED STATES

## SECURITIES AND EXCHANGE COMMISSION

## WASHINGTON, D.C. 20549

## FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
         SECURITIES EXCHANGE ACT OF 1934
           FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
         SECURITIES EXCHANGE ACT OF 1934
           FOR THE TRANSITION PERIOD FROM _________ TO _________

COMMISSION FILE NO. 0-15443

# THERAGENICS CORPORATION

(Exact name of registrant as specified in its charter)

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

| | 5203 Bristol Industrial Way              |           
| | ---------------------------------------- | ----------
|
| | Buford, Georgia                          | 30518     
| | (Address of principal executive offices) | (Zip Code)

Registrant's telephone number, including area code:(770) 271-0233

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

| |                                 | Name of each exchange on     
| | ------------------------------- | -----------------------------
| | Title of each class             | which registered             
| | - - - - - - - - - - - - - - -   | - - - - - - - - - - - - - - -
| | Common stock, $.01 par value,   | New York Stock Exchange      
| | Together with associated Common |                              
| | Stock Purchase Rights          

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
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  YES    X      NO

Indicate  by check  mark if  disclosure  of  delinquent  filers  pursuant  to Item 405 of  Regulation  S-K is not
contained  herein,  and will not be  contained,  to the best of  registrant's  knowledge,  in  definitive  proxy or
information  statements  incorporated  by  reference  in Part III of this Form 10-K or any  amendment  to this form
10-K. (X)

As of March 19, 2001 the aggregate market value of the common
stock of the registrant held by non-affiliates  of the registrant,  as determined by reference to the closing price
of the Common Stock as reported on the New York Stock Exchange, was $179,758,195.

As of March 19, 2001 the number of shares of common stock, $.01 par value, outstanding was 29,584,629.

Documents  incorporated by reference:  Proxy Statement for the registrant's  2001 Annual Meeting of Stockholders,
to be filed with the  Securities  and Exchange  Commission  not later than 120 days after  December  31,  2000,  is
incorporated by reference in Part III herein.

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#### Part I

#### Item 1.  BUSINESS

#### General

Theragenics  Corporation  ("Theragenics" or the "Company"),  incorporated  under Delaware law in 1981, is
the manufacturer of TheraSeed®,  a rice-sized  device used primarily in treating  localized  prostate cancer with a
one-time,  minimally  invasive  procedure.  Theragenics is the world's leading producer of palladium-103  (Pd-103),
the radioactive  isotope that supplies the therapeutic  radiation for its TheraSeed®  implant.  Theragenics is also
involved in research and development  utilizing  Pd-103 for the treatment of restenosis,  macular  degeneration and
other diseases,  and has research and  development  programs  involving other isotopes and their uses.  Physicians,
hospitals  and other  healthcare  providers,  primarily  located  in the  United  States,  utilize  the  TheraSeed®
product.

Under a Sales and Marketing Agreement between  Theragenics and Indigo Medical,  Inc. (Indigo) entered into
in May 1997 (the  "Agreement"),  Indigo held the exclusive  worldwide rights to distribute  TheraSeed® for prostate
cancer.  During the third quarter of 2000  Theragenics  billed Indigo for the difference  between  Indigo's  actual
TheraSeed®  product sales and the  contractual  minimum  purchase  requirements  under the terms of the  Agreement.
Based on this  demand for  payment,  Indigo  exercised  its option to exit the  Agreement  and in August  2000 gave
notice of  termination  of the Agreement  effective  August 2001. By mutual  agreement,  Indigo's  termination  was
subsequently  accelerated to January 5, 2001. As a result of Indigo's notice of termination,  the Company  regained
the right to directly  market and  distribute  its  TheraSeed®  product  for the  treatment  of prostate  cancer to
physicians and third-party  distributors.  Subsequent to Indigo's  notice of termination,  Theragenics has executed
non-exclusive distribution agreements with four companies for the distribution of TheraSeed®.

The Company has an active and ongoing  program  targeted at  diversifying  its future revenue  stream.  As
part of this  program  the  Company is  constructing  a  facility  in the Oak  Ridge,  Tennessee  area to house the
equipment,  infrastructure and work force necessary to support the production of isotopes,  including Pd-103, using
unique  technology  being leased from the U.S.  Department of Energy (DOE). In addition to possibly  increasing its
capacity and allowing for expanded use of Pd-103,  the Company also believes that the DOE  technology  may allow it

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to produce other isotopically  engineered materials for use in medical and non-medical  applications.  Research and
development  initiatives are also underway to support this  diversification  program.  Pre-clinical  animal studies
addressing the use of Pd-103 for the prevention of restenosis  have been underway since April 2000 and  preliminary
data was reported in August 2000 and February  2001.  The use of Pd-103 for the treatment of  aged-related  macular
degeneration is also being studied, with pre-clinical animal trials expected to begin in 2001.

In 1998 the Company  received  regulatory  approval for the marketing of TheraSeed®  throughout the member
countries of the European  Union by obtaining CE Marking.  Sales of  TheraSeed® in Europe were not  significant  in
any of the three years in the period ended December 31, 2000.

Industry Overview

Prostate Cancer

Excluding  skin cancer,  prostate  cancer is the most common form of cancer,  and the second  leading  cause of
cancer deaths,  in men.  According to the American Cancer  Society,  prostate cancer accounts for about 11% of male
cancer-related  deaths.  It is most  common in North  America  and  northwestern  Europe  and less  common in Asia,
Africa,  Central America,  and South America. The American Cancer Society estimates there will be about 198,100 new
cases of prostate  cancer  diagnosed  and an  estimated  31,500  deaths  associated  with the disease in the United
States during 2001.

Prostate cancer incidence and mortality  increase with age.  Prostate cancer is found most often in men who are
over  the age of 50.  More  than  eight  out of ten men  diagnosed  with  prostate  cancer  are over the age of 65.
According  to the American  Cancer  Society,  since 1990,  the  prostate  cancer  death rate has  dropped.  This is
possibly  due to the  increased  use of  screening  for  early  detection,  though  conclusive  data on this is not
currently  available.  According to the American  Cancer  Society,  approximately  58% of all prostate  cancers are
found while they are still localized  (confined to the prostate),  and a 5-year relative survival rate for men with
localized  prostate  cancer is 100%.  Thirty-one  percent of  prostate  cancers  have  spread to  tissues  near the
prostate  when  diagnosed,  and the  5-year  survival  rate for these men is 94%.  The  remaining  11% of those men
diagnosed  have prostate  cancer that has spread to distant parts of the body. Of the remaining  11%, about 31% are

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expected to survive at least five years.  These  survival  statistics,  according to the American  Cancer  Society,
include all diagnosed prostate cancer cases, regardless of the treatment.

In addition to age,  other risk  factors are linked to prostate  cancer,  such as  genetics.  Men who have
relatives  that have been affected,  especially if the relatives were young at diagnosis,  have an even higher risk
of contracting the disease.

Another  factor  that may  contribute  to prostate  cancer is diet.  A diet high in fat may play a part in
causing  prostate  cancer.  The American  Cancer  Society  suggests  that  Lycopenes,  found in certain  fruits and
vegetables,  and the mineral  selenium found in fish, meat,  poultry,  cereals and vegetables such as mushrooms and
asparagus,  seem to lower prostate  cancer risk. An increase in prostate  cancer may also be related to a diet high
in calcium and low in fructose (fruit sugar).

The prostate is a walnut-sized  gland  surrounding the male urethra,  located below the bladder and adjacent to
the rectum.  The two most  prevalent  prostate  diseases  are benign  prostatic  hyperplasia  ("BPH") and  prostate
cancer.  BPH is a non-cancerous  enlargement of the innermost part of the prostate.  Prostate cancer is a malignant
tumor that begins most often in the periphery of the gland and,  like other forms of cancer,  may spread beyond the
prostate  to other parts of the body.  If left  untreated,  prostate  cancer can  metastasize  to the lung or bone,
resulting in death.

The American Cancer Society  recommends that men without symptoms,  risk factors and a life expectancy of least
ten years should begin  regular  annual  medical  exams at the age of 50, and believes  that health care  providers
should  offer  as  part of the  exam  the  prostate-specific  antigen  ("PSA")  blood  test  and a  digital  rectal
examination  ("DRE").  The PSA blood test determines the amount of prostate  specific antigen present in the blood.
PSA is found in a protein  secreted by the  prostate,  and  elevated  levels of PSA can be  associated  with either
prostatitis (a noncancerous  inflammatory  condition) or a proliferation of cancer cells in the prostate.  Industry
studies  have shown that the PSA test can detect  prostate  cancer as many as five years  earlier  than the digital
rectal exam.  Transrectal  ultrasound  tests and biopsies are  typically  performed on patients  with  elevated PSA
readings to confirm the existence of cancer.

A tumor found by a prostate  biopsy is usually  assigned a grade by a  pathologist.  The most  common  prostate
cancer grading  system is called the Gleason  system.  A Gleason grade,  which ranges from 2 to 10, usually is used
to estimate the tumor's  growth rate.  The lower the grade,  the slower the cancer grows.  Most  localized  cancers
of the prostate gland are an intermediate grade ranging from Gleason grades 4, 5 or 6.

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Staging is the process of  determining  how far the cancer has  spread.  The  treatment  and  recovery  outlook
depend on the stage of the cancer.  The TNM system is the staging  process  used most often.  The TNM  descriptions
can be grouped  together  with stages  labeled 0 through IV (0-4).  The higher the number,  the more the cancer has
spread.  The following table summarizes the various stages of prostate cancer.

| | Stages   | Characteristics of prostate cancer
| | -------- | ----------------------------------
| | T1 or T2 | Localized in the prostate         
| | T3 or T4 | Locally advanced                  
| | N+ or M+ | Spread to pelvic lymph nodes (N+) 
| |          | or distant organs (M+)            

Treatment Options

In addition to seeding,  localized prostate cancer is most commonly treated with radical  prostatectomy ("RP"),
transurethral resection of the prostate ("TURP"),  external beam radiation therapy ("EBRT"),  cryosurgery,  hormone
therapy,  and watchful  waiting.  Some of these  therapies  may be combined in special  cases to address a specific
cancer  stage or  patient  need.  For  example,  TheraSeed®  has been used in  combination  with EBRT to treat some
locally advanced cases of prostate  cancer.  The treatments that have been most successful are those that remove or
kill all of the cancerous  tissue while avoiding  excessive  damage to the  surrounding  healthy  tissue.  When the
cancerous  tissue is not  completely  eliminated,  the cancer  typically  returns to the primary  site,  often with
metastases to other areas. The following is a summary of treatment options for prostate cancer other than seeding.

Radical Prostatectomy and transurethral resection of the prostate are the two most common surgical  procedures.
Radical  Prostatectomy  involves the complete  removal of the prostate gland and has been used for over 30 years in
treating  early-stage,  localized  tumors.  RP typically  requires a three-day  average hospital stay and a lengthy
recovery period  (generally three to five weeks).  Possible side effects include  impotence and  incontinence.  The
cost of RP ranges from $19,000 to $25,000 per  procedure,  excluding  treatment for side effects and  postoperative
complications.

Transurethral  resection of the prostate (TURP) is used for men who are not able to have a radical  prostatectomy
because of  advanced  age or  serious  illness  in  addition  to the  prostate  cancer.  It is not done to cure the
disease or to remove all of the  cancer,  but rather as a relief of the  symptoms  from the  disease  before  other
treatments  begin.  The  procedure  is  actually  used more often to relieve  symptoms  of  non-cancerous  prostate
enlargement.  The  procedure  usually  requires a hospital  stay of one to two days and the  patient  may return to
work in one to two weeks.  Possible side effects  include some bleeding into the urine after  surgery,  possibility
of infections and the risks associated with the type of anesthesia used.

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External Beam Radiation  Therapy involves  directing a beam of radiation at the prostate gland from outside the
body to destroy  tumorous  tissue  and has been a common  technique  for  treating  many kinds of cancer  since the
1950s.  EBRT has typically  been  reserved for  early-stage  prostate  cancer in locally  advanced  cases where the
patient is an  inappropriate  surgical  risk.  Patients  are usually  treated  five days per week in an  outpatient
center over a period of six to seven weeks.  Rectal  complications  resulting from damage to the rectal wall caused
by the radiation  beam as it travels to the prostate are the most common side effects.  Other possible side effects
also include  incontinence and impotence,  but these side effects  generally occur with less frequency than they do
following RP. EBRT is estimated to cost between $13,000 to $17,000 per patient.

Cryosurgeryinvolves  placing a small metal tool into the tumor and killing the cancer by freezing  the entire
prostate.  Patients  usually  remain in the hospital for one to two days.  There will be some bruising and soreness
of the area where the probe was  inserted.  Side  effects of  cryosurgery  may  include  damage to nerves  near the
prostate that may cause impotence and  incontinence,  damage to bladder and intestines,  and a fistula (an abnormal
opening)  between the rectum and bladder.  This option is considered most  appropriate for men with serious medical
conditions that make them unable to endure surgery or radiation therapy.

Ancillary Therapies, primarily consisting of hormone therapy and chemotherapy,  are used to slow the growth of
cancer and reduce tumor size,  but are  generally not intended to be curative.  Ancillary  therapies are often used
during  advanced stages of the disease to extend life and relieve  symptoms.  Side effects of hormonal drug therapy
include  increased   development  of  breasts,   impotence  and  decreased   libido.  In  addition,   many  hormone
pharmaceuticals  artificially  lower PSA levels in  patients,  which can  interfere  with  staging  the disease and
monitoring its progress.  Side effects of  chemotherapy  include  nausea,  hair loss and fatigue.  Drug therapy and
chemotherapy require long-term, repeated administration of medication on an outpatient basis.

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Watchful  Waiting is recommended by some physicians in certain  circumstances  based on the severity and growth
rate of the disease,  as well as on the age and life expectancy of the patient.  The aim of watchful  waiting is to
monitor  the  patient,  treat some of the  attendant  symptoms  and  determine  when more  active  intervention  is
required.  Watchful  waiting has gained  popularity  among those  patients  refusing  treatment due to side effects
associated with radical prostatectomy. Watchful waiting requires periodic physician visits and PSA monitoring.

In addition to the  treatment  options  described  above,  other forms of treatment as well as  prevention  are
being developed and tested in clinical settings.

The Theragenics Solution

Theragenics  produces  TheraSeed®,  an  FDA-cleared  device for  treatment  of all solid  localized  tumors and
currently used  principally  for the treatment of prostate  cancer.  In the prostate  application,  TheraSeeds® are
implanted throughout the prostate gland in a minimally invasive surgical technique under ultrasound  guidance.  The
radiation  emitted by the seeds is contained  within the immediate  prostate area,  killing the tumor while sparing
surrounding organs of significant  radiation exposure.  The seeds, whose capsules are biocompatible,  remain in the
prostate  after  delivering  their  radiation  dose.  TheraSeed® is best suited for solid  localized  tumors and is
typically classified as a treatment for early-stage disease.

Management  believes  TheraSeed® offers  significant  advantages over RP and EBRT.  Recent multi-year  clinical
studies  indicate that seeding  offers  success rates for  early-stage  prostate  cancer that are  comparable to or
better than those of RP or EBRT plus  reduced  complication  rates.  In  addition,  the  TheraSeed®  treatment is a
one-time  outpatient  procedure with a typical two to three day recovery period. By comparison,  RP is an inpatient
procedure  typically  accompanied  by an average three day hospital stay and a three to five week recovery  period,
and EBRT involves six to seven weeks of daily  radiation  treatments.  The Company  estimates  that  treatment with
TheraSeed®  generally costs $13,000 to $17,000 per procedure,  which is lower than the cost of RP and comparable to
the cost of EBRT.

TheraSeed® is a radioactive  "seed"  approximately  4.5 millimeters  long and 0.8 millimeters  wide, or roughly
the size of a grain of rice.  Each seed  consists of  biocompatible  titanium  that  encapsulates  the  radioactive
substance  Pd-103.  The half-life of Pd-103,  or the time  required to reduce the emitted  radiation to one-half of
its initial level,  is 17 days. The half-life  characteristics  result in the loss of almost all  radioactivity  in
less than four months.

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Treatment Protocol

Prostate  cancer  patients  electing seed therapy first undergo a transrectal  ultrasound  test or CT scan,  which
generates a two-dimensional  image of the prostate.  With the assistance of a computer program, a three dimensional
treatment  plan is created that  calculates  the number and  placement of the seeds  required for the best possible
distribution of radiation to the prostate.

Once the implant model has been  constructed,  the  procedure is scheduled and the seeds are ordered.  The number
of  seeds  implanted  normally  ranges  from 40 to 100,  with the  number  of  seeds  varying  with the size of the
prostate.  The procedure is usually performed under local anesthesia in an outpatient  setting. An ultrasound probe
is first  positioned  in the rectum to guide  needle  placement  and seed  location.  Correct  needle  placement is
facilitated  by a template,  or grid,  that covers the perineum  (the area  between the scrotum and rectum  through
which the needles are inserted).  This template is attached to the ultrasound  probe.  Implant  needles loaded with
seeds are assigned to the  appropriate  template  holes as indicated in the treatment  plan.  Each needle is guided
through the template and then through the perineum to its  predetermined  position within the prostate under direct
ultrasound  visualization.  The seeds are implanted as the needle is withdrawn  from the  prostate.  When all seeds
have been inserted,  the ultrasound image is again reviewed to verify seed placement.  An experienced  practitioner
typically  performs the  procedure in  approximately  60 to 90 minutes,  with the patient often  returning  home at
day's end.

Seeding has been used as a treatment  for  prostate  cancer  since the early  1980s,  when seeds  containing  the
radioactive  isotope  Iodine-125  ("I-125") were  implanted in prostate  tumors under open surgery.  However,  this
technique  fell into  disfavor  because  the seeds were often  haphazardly  arranged  resulting  in  radiation  not
reaching all of the targeted  cancerous  prostate.  Compounding  this was that often an unintended  radiation  dose
was delivered to healthy  surrounding  tissues,  particularly  the urethra and rectum.  Clinical  results  indicate
that the  computer  modeling,  advanced  imaging  and other  techniques  used in seeding  today have  significantly
ameliorated these drawbacks.

Clinical Results

Strong  Efficacy  Results. Clinical data indicates that seeding  offers  success rates for  early-stage  prostate
cancer  treatment  that are  comparable  to or better  than those of RP or EBRT.  The vast  majority  of  published

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studies  on the use of  seeding  in the  treatment  of  early-stage  prostate  cancer  have been very  positive.  A
nine-year  clinical  study  published  in the March 2000 issue of  International  Journal  of  Radiation  Oncology,
Biology and Physics,  reported that 83.5% of the patients  treated with TheraSeed® were  cancer-free at nine years.
The study was  conducted by Dr. John Blasko of the Seattle  Prostate  Institute  and  included  230  patients  with
clinical stage T1 and T2 prostate cancer.  Only 3% experienced  cancer  recurrence in the prostate.  Because of Dr.
Blasko's extensive  experience in the treatment of cancer and brachytherapy,  the Company retained him as a medical
and cancer advisor in 1998.

Seeding  treatment in combination with EBRT has also recorded  impressive  results in the treatment of higher risk
prostate  cancer  patients.  In their paper  published for the Seminars in Surgical  Oncology  1997,  Drs.  Blasko,
Ragde,  Grimm,  et al.  presented  an  eight-year  actuarial  local and  distal  disease-free  rate of 91% and 83%,
respectively  for 231 patients who were considered to represent  higher risks of locally  advanced  prostate cancer
and were  treated  with a  combination  of Pd-103 or I-125  seeding  and a  modified  dose of EBRT.  A study by Dr.
Michael  Dattoli  of  University   Community  Hospital,   Tampa,   Florida,   and  Dr.  Kent  Wallner  of  Memorial
Sloan-Kettering  Cancer Center, New York, New York,  published in the International  Journal of Radiation Oncology,
Biology and Physics in July 1996 found a  three-year  actuarial  freedom  from  biochemical  failure  (based on PSA
scores) of 79% among 73 patients with  clinically  localized,  high risk prostate cancer who were treated with EBRT
in combination with Pd-103.  This compares  favorably to results  reported for patients  treated with  conventional
dose EBRT alone.  These locally  advanced cases are  significant  because  typical RP protocols  would not classify
them as suitable for surgical treatment.

Reduced  Incidence of Side Effects.  Because  TheraSeed®  delivers a highly  concentrated  and confined dose of
radiation  directly  to the  prostate,  healthy  surrounding  tissues  and organs are  spared  excessive  radiation
exposure.  This results in  significantly  fewer and less severe side effects and  complications  than are incurred
with other conventional  therapies.  RP generally results in a 65-90% impotence rate and a 2-35% incontinence rate,
and EBRT generally  results in impotence and  incontinence  rates of 40-60% and 8-18%,  respectively.  In contrast,
according to the 1995 study by the Northwest  Tumor  Institute  described  above,  it was reported that 85% of seed
therapy  patients  under 70 years of age who were potent  before the procedure  remained so. In addition,  patients

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who had not had a previous  transurethral  prostate resection ("TURP") suffered no incontinence.  Patients having a
previous TURP have compromised  urinary tracts and can experience higher rates of incontinence.  Patients receiving
seeding can expect some  urethra  irritation  and urinary  urgency  post-implantation  as the Pd-103  delivers  its
radiation dose.

Lower  Treatment  Cost.  The  total  cost  of  seeding  is  approximately   $15,000  per  procedure.   This  is
approximately  two-thirds  the cost of RP,  which  ranges from  $19,000 to $25,000,  excluding  treatment  for side
effects and  post-operative  complications.  Seeding  cost is  comparable  to the cost of EBRT,  which  ranges from
$13,000 to $17,000 for a six-to-seven week course of treatment.

Management believes  TheraSeed®  represents the best available form of seeding.  Another  radioactive  isotope,
Iodine-125  ("I-125"),  is  also  commercially  available  as  a  permanent  implant.   TheraSeed®  was  the  first
commercially  available  alternative isotope to I-125 since I-125's introduction in the 1970s.  Management believes
that  I-125 and  Pd-103  are used in  approximately  65% and 35%,  respectively,  of all  prostate  cancer  seeding
procedures.  Another  technique  known as  "temporary  seeding,"  which  involves  the  temporary  placement  of an
Iridium-based  source in or near a tumor, is used in a very small percentage of cases.  Management  believes Pd-103
has the following  advantages  over I-125:  (i) Pd-103  delivers three times the initial dose rate of I-125,  which
can yield  advantages in treating  aggressive  cancers,  (ii) Pd-103 has  approximately  one-third the half-life of
I-125,  which  shortens the duration of some  radiation  induced side effects by two-thirds  and reduces  radiation
exposure to medical personnel in treatment  follow-up;  and (iii) unlike I-125, Pd-103 is nontoxic and non-volatile
as it decays.

A seven-year,  peer-reviewed  study  conducted at Yale University  School of Medicine  published in the October
29, 1999,  issue of Radiation  Oncology  Investigations:  Clinical and Basic  Research  demonstrated  that patients
receiving  TheraSeed®  palladium-103  (Pd-103) seed implants  experienced  significantly  lower  incidences of side
effects than  patients  implanted  with I-125.  Overall  severe  complication  rates from both I-125 and Pd-103 are
very low when compared to other treatment  modalities.  Only 9% of the patients  involved in the study performed at
Yale  experienced  long-term  complications,  none of whom were implanted with TheraSeed®.  Furthermore,  the study
indicates  that  implants   performed  with  TheraSeed®  can  utilize  an  increased  minimum  tumor  dose  without
jeopardizing the results from side effects.

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Production

The production of TheraSeed® is dependent upon the availability of Pd-103,  as well as Rhodium-103  ("Rh-103"),
titanium,  graphite and lead. With the exception of Pd-103,  all of these raw materials are relatively  inexpensive
and readily available from third party suppliers.

Pd-103 is a radioactive  isotope that can be produced by neutron  bombardment  of Pd-102 in a nuclear  reactor,
or by proton  bombardment  of  Rh-103 in a  cyclotron.  Following  the  production  of  Pd-103  from  Rh-103 in the
cyclotron,  the  Pd-103 is  harvested  from the  cyclotron  and moved  through a number of  proprietary  production
processes until it reaches its final seed form.

The Company has produced Pd-103 using  Company-owned  cyclotrons since 1993. The Company currently has fourteen
cyclotrons in production,  and has no current plans to purchase  additional  cyclotrons.  The Company's  cyclotrons
were designed, built, installed and tested by a company specializing in the construction of such equipment.

Cyclotron  operations  constitute  only one  component of the  TheraSeed®  manufacturing  process.  Because the
production of TheraSeed® is highly  sensitive and labor  intensive,  management is focusing  significant  attention
and effort on automating  and  otherwise  improving all aspects of the  Company's  manufacturing  process.  Certain
portions  of the  Company's  production  processes  were  automated  during  the past  three  years.  Although  the
automation  process is  difficult  and time  consuming,  and has been  subject to  significant  delays,  management
believes it can  continue to improve  efficiency,  further  reduce  radiation  exposure  to  personnel  and provide
additional production capacity for TheraSeed®.

Since 1997, the Company's  quality  control system has been  certified as meeting all the  requirements  of the
International Organization for Standards' ISO 9001/EN46001 Quality System Standard.

The U.S.  Department of Energy (DOE) has granted  Theragenics  access to unique DOE  technology,  known as
the Plasma Separation Process (PSP), for use in production of isotopes,  including Pd-103 (the "PSP Project").  The
Company is currently  constructing  the facilities and  infrastructure  to support the use of this DOE  technology.
The  facilities  are  expected to become  operational  during 2001,  though no revenues  are expected  from the PSP
Project in 2001.  (See Item 7  -"Management's  Discussion  and  Analysis  of  Financial  Condition  and  Results of
Operations").

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As a result of the sensitive  nature of the PSP equipment and the  specialized  technology  involved,  the DOE
can terminate the Company's access in the event of national  emergency or in the interest of national  defense,  or
require the Company to perform work involving  programmatic  use of the  technology for the DOE in connection  with
carrying out its  governmental  mission.  The Company would be entitled to compensation in the event of termination
in connection with national emergency or defense or for programmatic use of the technology for the DOE.

Marketing

From May 1997 until August 2000,  Indigo Medical,  Inc.  (Indigo) held the exclusive  worldwide  rights to
market and sell the TheraSeed®  implant for prostate cancer under a Sales and Marketing  Agreement with Theragenics
(the  "Agreement").  Under the Agreement,  Indigo had the  responsibility for the marketing and training related to
the  TheraSeed®  implant.  In August  2000  Indigo  exercised  its option  and gave  notice of  termination  of the
Agreement.  As a result of Indigo's  notice of termination,  Theragenics  regained the right to directly market and
distribute  its  TheraSeed®   product  for  the  treatment  of  prostate   cancer  to  physicians  and  third-party
distributors.  Subsequent to Indigo's notice of termination,  the Company has executed  non-exclusive  distribution
agreements  with four  companies for the  distribution  of TheraSeed®  (see Item 7 -  "Management's  Discussion and
Analysis of Financial Condition and Results of Operation, Sales and Marketing Agreements").

Management  does not  currently  intend to develop  an  internal  sales and  marketing  organization.  The
Company  does intend to support  the  TheraSeed®  brand and its  non-exclusive  distributors  with  advertising  to
consumers  and  physicians,  clinical  studies aimed at showing the  superiority  of TheraSeed® in the treatment of
prostate  cancer,  technical  field  support  to  TheraSeed®  customers  and other  customer  service  and  patient
information activities.

TheraSphere®

Theragenics has also  participated in the development of TheraSphere®,  a microscopic  radioactive glass sphere
designed for the treatment of liver cancer.  The Company holds a worldwide  exclusive  license from the  University
of Missouri  for the use of the  technology  required to produce  TheraSphere®.  The Company has granted to Nordion
International,   Inc.  ("Nordion")  an  exclusive  worldwide   sublicense  to  manufacture,   distribute  and  sell

---

TheraSphere®  for any  application.  Under the terms of the sublicense,  Nordion has agreed to obtain the necessary
regulatory  approvals for distribution of TheraSphere® in the United States and other  countries.  TheraSphere® has
been approved for  distribution in Canada and is available in other markets outside North America,  though sales of
TheraSphere®   have  not  been  significant.   Nordion  has  received  a  Humanitarian   Device  Exemption  ("HDE")
authorization  from the FDA to treat up to 4,000 patients  annually with  TheraSphere®  in the United  States.  The
HDE does not  represent  full  regulatory  approval  for  distribution  in the  United  States,  and the timing for
commercial  development  and regulatory  approval of  TheraSphere® in the United States and elsewhere is uncertain.
Management does not anticipate significant revenues from TheraSphere® within the foreseeable future.

A TheraSphere® treatment dose contains  approximately five million yttrium-90 glass spheres that are each
approximately  half the diameter of a human hair. In the treatment of liver cancer,  a radiation  dose is delivered
to the tumor by introducing  TheraSphere® by catheter into the hepatic artery,  which carries arterial blood to the
liver.  Because of greater blood flow to tumors compared to healthy liver tissue, the microspheres concentrate in
the capillaries  feeding the tumor. The  concentration of microspheres in healthy tissue is much lower. Because of
the ability to place and concentrate the radiation source in such close proximity to the tumor, TheraSphere®  can
deliver a radiation  dose to the tumor cells five times as strong as that which can be delivered  via external beam
radiation.

Patents and Licenses; Trade Secrets

The Company  holds United  States  patents  directed to palladium  delivery  devices for  therapeutic  uses and
processes for making such devices.  The Company also has corresponding  patents in Canada,  South Africa, Japan and
the countries of the European patent  convention,  and a PCT patent application on file for Japan,  Australia, New
Zealand,  Canada,  and Europe  (representing  16  European  countries)  as well as a direct  filing in Mexico.  The
Company may file additional  patent  applications  from time to time in connection  with its existing  business and
research  and  development  activities.  The  Company  considers  the  ownership  of  patents  important, but not
necessarily  essential,  to its  operations.  The Company also uses a strategy of confidentiality  agreements and
trade secret  treatment to provide  primary  protection  to a number of  proprietary  design  modifications  in the
cyclotrons, as well as various production processes.

---

The  Company  also  holds a  worldwide  exclusive  license from  the University  of  Missouri  for the use of
technology required for producing  TheraSphere®.  Theragenics holds the rights to all improvements developed by the
University of Missouri on this technology.  The Company,  in turn,  sublicenses  exclusive worldwide rights to this
technology  and all  improvements  to Nordion.  Pursuant to its license  agreement with the University of Missouri,
the Company is obligated to pay the  University  the greater of a fixed annual  amount or a percentage of the gross
sales amount derived from the sale of TheraSphere®.

Theragenics  holds  patents  for  technology  concerning  methods  for  delivery  of  TheraSphere®  in  several
countries,  including  the United  States,  Canada,  Australia,  Argentina,  South Africa and the  countries of the
European patent convention,  and has patent  applications on file in other countries,  including Japan. The Company
exclusively licenses this technology to Nordion for worldwide use.

The Company also relies to a  significant  degree on trade  secrets,  proprietary  know-how  and  technological
advances that are either not  patentable or which the Company  chooses not to patent.  In  particular,  the Company
has designed certain  modifications to its cyclotrons as well as various  production  processes that it deems to be
proprietary.  The Company  seeks to protect  non-patented  proprietary  information,  in part,  by  confidentiality
agreements with suppliers, employees and consultants.

Seasonality

Management believes that holidays,  major medical conventions and vacations taken by physicians,  patients
and  patients'  families may have a seasonal  impact on sales.  Management  is continuing to monitor and assess the
impact that seasonality may have on the demand for TheraSeed®.

Research and Development

Research and development (R&D) expenses were $2.1 million,  $709,000  and  $448,000 in 2000,  1999 and 1998,
respectively.  The  increase in R&D in 2000 was  primarily a result of the  Company's  preclinical  animal  studies
addressing the use of Pd-103 for the prevention of restenosis (see Item 7 -  "Management's  Discussion and Analysis
of Financial Condition and Results of Operations, 2000 compared to 1999").

---

Competition

The Company  competes in a market  characterized  by  technological  innovation,  extensive  research efforts and
significant  competition.  In general,  TheraSeed® competes with conventional methods of treating localized cancer,
such as RP and EBRT,  as well as competing  permanent  implant  devices.  RP currently  represents  the most common
medical  treatment  for  early-stage,  localized  prostate  cancer.  RP has a long  history of  favorable  clinical
results and physicians have developed a high degree of familiarity  and comfort with this  procedure.  EBRT is also
a  well-established  method of treatment  and is widely  accepted for patients who do not represent a good surgical
risk or whose  prostate  cancer  has  advanced  beyond  the  stage  for  which  surgical  treatment  is  indicated.
Management  believes that if general  conversion from these treatment options (or other established or conventional
procedures) to TheraSeed®  treatment does occur,  such conversion will be the result of a combination of equivalent
or better efficacy,  reduced incidence of side effects and complications,  lower cost, other quality of life issues
and pressure by health care providers and patients.

Iodine-125  (I-125) is commercially  available as a permanent  implant and competes with TheraSeed®.  A number of
companies have obtained  regulatory  approval to produce and distribute I-125 seeds and a number of other companies
have announced their intentions to apply for such approval.  Management  believes that I-125 and Pd-103 are used in
approximately 65% and 35%, respectively, of all prostate cancer seeding procedures.

Management  believes  that Pd-103 has certain  advantages  over  I-125.  A  seven-year  study  conducted  at Yale
University  School of  Medicine  demonstrated  that  patients  receiving  TheraSeed®  Pd-103  implants  experienced
significantly  lower  incidences  of  side  effects  than  patients  implanted  with  I-125.  The  results  of this
peer-reviewed  study  appeared in the October 29, 1999 issue of "Radiation  Oncology  Investigations:  Clinical and
Basic  Research".  A review of 123 early stage T1 and T2 prostate cancer patients  implanted  between 1992 and 1999
with I-125 or TheraSeed®  revealed an overall  complication  rate of 0% with TheraSeed®  versus 13% for I-125. Most
important,  the grade III-IV complication  (bladder,  urethra, and rectum) rate for TheraSeed® was 0% versus 6% for

---

I-125. The three-year  actuarial  probability of remaining free of long-term  complications was 100% for TheraSeed®
versus 82% for I-125.  The study also  reported that a review of the  literature  for 992 patients  implanted  with
I-125 versus 540 patients  implanted  with  TheraSeed®  shows a  consistently  higher  complication  rate for I-125
versus TheraSeed®.

Management  believes that certain  characteristics  of Pd-103 can lead to continued  improved results over I-125,
including:  (i) a higher dose rate,  which can yield  advantages  in treating  aggressive  cancers;  (ii) a shorter
half-life,  which shortens the duration of some radiation  induced side effects by two-thirds and reduces radiation
exposure  to  medical  personnel  in  treatment  follow-up;  and  (iii)  unlike  I-125,  Pd-103  is non  toxic  and
non-volatile as it decays.

At least three  companies  have  obtained  regulatory  approval to produce and  distribute  Pd-103  seeds,  which
compete  directly with  TheraSeed®.  A number of other companies have also announced their  intentions to apply for
regulatory   approval  to  produce  and  distribute  Pd-103  seeds.   Management   believes  that  Theragenics  has
competitive  advantages over these companies  including:  (i) its proprietary  production  processes that have been
developed and patented; (ii) its record of reliability and safety in its manufacturing  operations;  (iii) the time
and resources  required for  competitors'  production  capabilities to ramp up to commercial  production on a scale
comparable to Theragenics';  and (4) the  non-exclusive  distribution  agreements that the Company currently has in
place,  which allow it to leverage  multiple  distribution  channels and access multiple  marketing  approaches and
philosophies.

One of the companies that has produced  Pd-103 consists of certain former  employees of Theragenics.  Theragenics
initiated legal action against this company in 1997 for  misappropriation  of trade secrets.  This legal action was
settled during 2000 with no effect on Theragenics' financial condition or results of operations.

At any  point in time,  management  of  Theragenics  and/or  its  non-exclusive  distributors  may  change  their
respective  pricing  policies  for  TheraSeed®  in order to take  advantage of market  opportunities  or respond to
competitive  situations.  Responding  to market  opportunities  and  competitive  situations  could have an adverse
effect on the prices of TheraSeed®, while failure to do so could adversely affect market share and volumes.

In addition to the competition from the procedures and companies noted above,  many companies,  both public and
private,  are  researching  new and  innovative  methods of  preventing  and treating  cancer.  In  addition,  many
companies,  including  many large,  well-known  pharmaceutical,  medical  device and chemical  companies  that have

---

significant  resources  available to them, are engaged in radiological  pharmaceutical  and device research.  These
companies are located in the United States,  Europe and throughout the world.  Significant  developments  by any of
these companies could have a material adverse effect on the demand for Theragenics' products.

Government Regulation

The Company's present and future intended  activities in the development,  manufacture and sale of cancer therapy
products are subject to  extensive  laws,  regulations,  regulatory  approvals  and  guidelines.  Within the United
States,  the Company's  therapeutic  radiological  device must comply with the U.S. Federal Food, Drug and Cosmetic
Act,  which is enforced by the FDA. As a result of  receiving  its CE Marking  during  1998,  the Company must also
comply with the  regulations of the Competent  Authorities of the European Union for TheraSeed®  sold in the member
nations of the European Union.

The  Company  is also  required  to  adhere to  applicable  FDA  regulations  for Good  Manufacturing  Practices,
including extensive record keeping and periodic inspections of manufacturing facilities.

The Company  obtained  FDA 510(k)  clearance  in 1986 to market  TheraSeed®  for, in general,  the  treatment  of
localized  solid  tumors.  A new 510(k)  clearance  would be required  for any  modifications  in the device or its
labeling that could significantly affect the safety or effectiveness of the original product.

The  Company's  handling of  radioactive  materials  is governed  by the State of Georgia in  agreement  with the
Nuclear  Regulatory  Commission  (NRC). The users of TheraSeed®; are also required to possess licenses issued either
by the states in which  they  reside or the NRC  (depending  upon the state  involved  and the  production  process
used). The Company's  expansion plans require the Company to secure  additional  permits and licenses from a number
of environmental,  health and safety regulatory  agencies.  The Company believes,  but cannot assure,  that it will
be able to acquire the permits and licenses  necessary for its planned expansion of its  manufacturing  capacity in
accordance with its timetable.  To date, the Company has not experienced  delays in licensing any of its facilities
or cyclotrons.

The Company is required  under its  radioactive  materials  license to maintain  radiation  control and radiation
safety  personnel,  procedures,  equipment  and  processes,  and to monitor its  facilities  and its  employees and
contractors.  The Company is also required to provide  financial  assurance  that  adequate  funding will exist for

---

end-of-life  radiological  decommissioning  of its  cyclotrons  and other  radioactive  areas of its property  that
contain radioactive materials. The Company's  decommissioning  obligations will increase as its production capacity
is expanded.

The Company  disposes of low level  radioactive  waste to licensed  commercial  radioactive  waste  treatment  or
disposal  facilities for incineration or land disposal.  Management  believes the Company is in compliance with all
state and federal  regulations  in this regard.  The Company  provides  training and monitoring of its personnel to
facilitate the proper handling of all materials.

The U.S.  Department  of Energy has  granted  Theragenics  access to unique DOE  technology,  known as the
"Plasma  Separation  Process" (PSP),  for use in production of isotopes.  U.S.  Government  Export Control Laws and
Regulations  govern  the  exporting  of  certain  products  produced  in the PSP and the  exporting  of  technology
associated with the PSP.

Employees

As of December 31, 2000, the Company had 145 full time employees  (including full time temporary  employees and
executive  personnel).  Of this  total,  110 were  engaged  in the  development  and  production  of the  Company's
products.  The remainder were engaged in marketing and general corporate  activities.  The Company's  employees are
not represented by a union or a collective  bargaining  agreement,  and management  considers employee relations to
be good.

Item 2.  Properties

The Company owns two manufacturing  facilities located in Buford,  Georgia.  One facility houses cyclotrons,  raw
material  processing,  assembly  and  shipping  operations.  The second  facility,  which is  adjacent to the first
facility,  houses  cyclotrons.  The  Company  also  owns an  administrative  facility  adjacent  to its  production
facilities in Buford.

The Company owns  approximately  15 acres that are  available  for future  development  adjacent to its current
Buford  location.  Management  intends to use this land for long term  expansion of its  manufacturing  and support
operations, if such expansion is required.

---

The Company leases 21 acres of land in the Oak Ridge,  Tennessee  area, on which it is constructing a facility to
house the equipment,  infrastructure  and workforce  necessary to support  operations using technology  leased from
the U.S.  Department  of Energy (see Item 7 -  "Management's  Discussion  and Analysis of Financial  Condition  and
Results  of  Operations").  The  Company  also  holds a right  of first  refusal  option  on the  lease of 21 acres
adjacent to its current leased site in the Oak Ridge area.

Item 3.  Legal Proceedings

In January  1999,  the Company and certain of its  officers  and  directors  were named as  defendants  in certain
securities actions,  alleging  violations of the federal securities laws,  including Sections 10(b), 20(a) and Rule
10b-5 of the Securities and Exchange Act of 1934, as amended.  These actions have been  consolidated  into a single
action  pending in the U.S.  District  Court for the  Northern  District of  Georgia.  The  complaint,  as amended,
purports to represent a class of investors  who  purchased or sold  securities  during the time period from January
29,  1998 to  January  11,  1999.  The  amended  complaint  generally  alleges  that the  defendants  made  certain
misrepresentations  and omissions in connection  with the  performance  of the Company  during the class period and
seeks  unspecified  damages.  On May 14, 1999 a  stockholder  of the Company  filed a  derivative  complaint in the
Delaware Court of Chancery  purportedly on behalf of the Company,  alleging that certain  directors  breached their
fiduciary  duties by engaging in the conduct that is alleged in the  consolidated  federal class action  complaint.
The  derivative  action has been stayed by the agreement of the parties.  On September 3, 1999, the Company filed a
motion to dismiss the  consolidated  federal class action  complaint on the grounds that it failed to state a claim
against the  Company.  On July 19,  2000,  the Court  granted  the  Company's  motion to  dismiss,  and granted the
plaintiffs  leave to amend their complaint.  On August 21, 2000, the plaintiffs  filed a second amended  complaint.
On October 6, the defendants  filed a motion to dismiss the second amended  complaint,  which is presently  pending
before the Court.  Management  believes  these  charges are  without  merit and  intends to  vigorously  oppose the
litigation,  however,  given the nature and early stage of the proceedings,  the ultimate outcome of the litigation
cannot be  determined  at this time.  Accordingly,  no  provision  for any  liability  that might  result from this
litigation has been made.  The Company maintains insurance for claims of this general nature.

In trade  secret  litigation  filed  against  International  Brachytherapy  ("IBt"),  Theragenics  claimed
ownership of certain  cyclotron  improvements  incorporated  into the cyclotrons  provided to IBt by the companies'
common  cyclotron  vendor.  In September 2000,  Theragenics  and IBt agreed to a settlement  which had no effect on
Theragenics'  financial  condition or results of operations.  In connection  with this  litigation,  IBt had sought

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indemnification  from the cyclotron  vendor against the Company's  claims.  The cyclotron  vendor in turn filed for
arbitration  seeking  determination  of ownership  of the  cyclotron  improvements  and certain  other  information
developed  by  Theragenics  relating  to  the  cyclotron   technology.   The  cyclotron  vendor  was  also  seeking
indemnification  for any  amounts  paid  by the  vendor  to IBt to  defend  against  the  trade  secret  claims  of
Theragenics,  and attorney fees in the  arbitration.  The  cyclotron  vendor was not seeking to prevent the Company
from using the  cyclotrons or the related  improvements  or  information.  In January 2001, the parties agreed to a
settlement that had no effect on  Theragenics' financial condition or results of operations.

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

The Company did not submit any matter to a vote of its  security  holders  during the fourth  quarter of calendar
year 2000.

PART II

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

The Company's  common stock,  $.01 par value,  ("Common  Stock") is traded on the New York Stock Exchange  (NYSE)
under the symbol  "TGX".  The high and low prices for the  Company's  Common Stock as reported on the NYSE for each
quarterly period in 1999 and 2000 are as follows:

|                                                                                                                                       | High   | Low  
|-------------------------------------------------------------------------------------------------------------------------------------- | ------ | -----
|2000                                                                                                                                  
|First Quarter......................................................................................................................... | $16.63 | $8.13
|Second Quarter....................................................................................................................     | 13.25  | 6.94 
|Third Quarter........................................................................................................................  | 9.81   | 6.31 
|Fourth Quarter......................................................................................................................   | 6.63   | 3.94 
|                                                                                                                                      
|1999                                                                                                                                  
|First Quarter......................................................................................................................... | 17.75  | 5.00 
|Second Quarter....................................................................................................................     | 8.94   | 6.63 
|Third Quarter........................................................................................................................  | 13.69  | 6.75 
|Fourth Quarter......................................................................................................................   | 13.75  | 7.63 

As of March 19, 2001,  the closing  price of the Company's  Common Stock was $6.14 per share.  Also, as of that

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date,  there were  approximately  648 holders of record of the Company's Common Stock. The number of record holders
does not reflect the number
of  beneficial  owners of the  Company's  Common  Stock for whom  shares are held by  depositary  trust  companies,
brokerage firms and others.

The Company has a Stockholder  Rights Plan (the "Rights  Plan"),  which contains  provisions  designed to protect
the  Company's  stockholders.  Pursuant to the Rights Plan,  each share of the  Company's  Common Stock  contains a
share  purchase  right (a  "Right").  The Rights  expire in February  2007,  and do not become  exercisable  unless
certain  events occur,  including the  acquisition  of, or  commencement  of a tender offer for, 15% or more of the
outstanding  Common Stock. In the event certain  triggering events occur,  including the acquisition of 20% or more
of the  outstanding  Common  Stock,  each Right that is not held by the 20% or more  stockholder  will  entitle its
holder to purchase  additional  shares of Common Stock at a  substantial  discount to then current  market  prices.
The Rights  Plan and the terms of the  Rights,  which are set forth in a Rights  Agreement  between the Company and
SunTrust  Bank,  Atlanta,  as Rights  Agent,  could add  substantially  to the cost of acquiring  the Company,  and
consequently could delay or prevent a change in control of the Company.

Dividend Policy

The Company has never  declared or paid a cash  dividend on its Common Stock.  It is the present  policy of the
Board of Directors to retain all earnings to support operations and to finance expansion.  Consequently,  the Board
of  Directors  does not  anticipate  declaring  or paying cash  dividends  on the Common  Stock in the  foreseeable
future.  The Company's  current credit facility  restricts the Company's  ability to pay dividends if such dividend
payment  would cause a default under any of the credit  facility's  financial  covenants.  Decisions on the payment
and amount of any  dividends  on the Common  Stock will  depend on the  Company's  results of  operations,  capital
requirements and financial condition and other relevant factors as determined by the Board of Directors.

Stock Split

On March 16, 1998, the Board of Directors approved a two-for-one  Common Stock split,  effected in the form of a
100% stock  dividend,  which was  distributed  on April 15, 1998 to  stockholders  of record on March 31, 1998. All
references to shares  outstanding  and per share amounts  contained  herein have been restated to reflect the stock
split.

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Item 6.  Selected Financial Data

The  selected  financial  data set forth below as of December  31, 1999 and 2000 and for each of the three
years in the period  ended  December  31,  2000 have been  derived  from the  financial  statements  of the Company
included  elsewhere  herein,  which  have  been  audited  by  Grant  Thornton  LLP,  independent  certified  public
accountants.  The selected  financial data as of December 31, 1996,  1997 and 1998 and for each of the two years in
the period  ended  December 31, 1997 have been derived from the  financial  statements  of the Company,  which have
been audited by Grant  Thornton  LLP but are not  included  herein.  The  selected  financial  data set forth below
should be read in  conjunction  with the  financial  statements  of the  Company  and  related  notes  thereto  and
"Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere herein.

|                                                                                                                 | Year Ended December 31,                      
|---------------------------------------------------------------------------------------------------------------- | ---------------------------------------------
|                                                                                                                 | 1996                                         
|                                                                                                                 | (Amounts in thousands, except per share data)
|Statement of Earnings Data:                                                                                     
|Product sales..................................................................................................  | $12,257                                      
|Licensing fees.................................................................................................  | 100                                          
|Total revenue.................................................................................................   | 12,357                                       
|Cost of product sales......................................................................................      | 3,736                                        
|Gross profit.................................................................................................... | 8,621                                        
|Selling, general and administrative....................................................................          | 3,198                                        
|Research and development.............................................................................            | 7                                            
|Operating profit..............................................................................................   | 5,416                                        
|Other income.................................................................................................    | 36                                           
|Net earnings before income taxes....................................................................             | 5,452                                        
|Income tax expense........................................................................................       | 2,067                                        
|Net earnings..................................................................................................   | $  3,385                                     
|Earnings per common share                                                                                       
|Basic........................................................................................................... | $     0.15                                   
|Diluted......................................................................................................... | $     0.14                                   
|Weighted average common shares                                                                                  
|Basic........................................................................................................... | 23,250                                       
|Diluted......................................................................................................... | 24,582                                       





|                                                                                                                | Year Ended December 31,
|--------------------------------------------------------------------------------------------------------------- | -----------------------
|                                                                                                                | 1996                   
|                                                                                                                | (In thousands)         
|Balance Sheet Data:                                                                                            
|Cash and short-term investments....................................................................             | $  2,986               
|                                                                                                               
|Marketable securities                                                                                           | -                      
|Property, plant and equipment, net.................................................................             | 17,586                 
|Total assets................................................................................................... | 23,689                 
|Long-term debt, including current installments.................................................                 | 3,458                  
|Shareholders' equity.......................................................................................     | 19,385                 

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Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                                      OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Theragenics  Corporation is the  manufacturer of TheraSeed®;  a rice-sized  device used primarily
in treating localized prostate cancer with a one-time,  minimally  invasive  procedure.  Theragenics is the world's
leading producer of palladium-103  (Pd-103),  the radioactive  isotope that supplies the therapeutic  radiation for
its  TheraSeed®  implant.  Theragenics  is also  involved  in research  and  development  utilizing  Pd-103 for the
treatment of  restenosis,  macular  degeneration  and other  diseases,  and has research and  development  programs
involving other isotopes and their uses.  Physicians,  hospitals and other healthcare providers,  primarily located
in the United States, utilize the TheraSeed® product.

Under a Sales and Marketing Agreement between  Theragenics and Indigo Medical,  Inc. (Indigo) entered into
in May 1997 (the "Agreement" or the "Indigo  Agreement"),  Indigo held the exclusive worldwide rights to distribute
TheraSeed®  for prostate  cancer.  During the third quarter of 2000  Theragenics  billed Indigo for the  difference
between  Indigo's actual  TheraSeed®  product sales and the contractual  minimum  purchase  requirements  under the
terms of the  Agreement.  Based on this demand for payment,  Indigo  exercised its option to exit the Agreement and
in August 2000 gave notice of termination of the Agreement,  effective August 2001. By mutual  agreement,  Indigo's
termination was  subsequently  accelerated to January 5, 2001. As a result of Indigo's  notice of termination,  the
Company  regained the right to directly  market and  distribute  its  TheraSeed®  product for treatment of prostate
cancer to physicians and third-party  distributors.  Subsequent to Indigo's notice of termination,  Theragenics has
executed non-exclusive distribution agreements with four companies for the distribution of TheraSeed®.

The Company has an active and ongoing  program  targeted at  diversifying  its future revenue  stream.  As
part of this  program  the  Company is  constructing  a  facility  in the Oak  Ridge,  Tennessee  area to house the
equipment,  infrastructure and work force necessary to support the production of isotopes,  including Pd-103, using
unique  technology  being leased from the U.S.  Department of Energy (DOE). In addition to possibly  increasing its
capacity and allowing for expanded use of Pd-103,  the Company also believes that the DOE  technology  may allow it

---

to produce other isotopically  engineered materials for use in medical and non-medical  applications.  Research and
development  initiatives are also underway to support this  diversification  program.  Pre-clinical  animal studies
addressing the use of Pd-103 for the prevention of restenosis  have been underway since April 2000 and  preliminary
data was reported in August 2000 and February  2001.  The use of Pd-103 for the treatment of  aged-related  macular
degeneration is also being studied, with pre-clinical animal trials expected to begin in 2001.

In 1998 the Company  received  regulatory  approval for the marketing of TheraSeed®  throughout the member
countries of the European  Union by obtaining CE Marking.  Sales of  TheraSeed® in Europe were not  significant  in
any of the three years in the period ended December 31, 2000.

RESULTS OF OPERATIONS

Year Ended December 31, 2000, Compared to year Ended December 31, 1999

Revenues  were $44.0  million in 2000  compared to $43.7  million in 1999, an increase of $300,000 or .7%.
Revenue during the second half of 2000 was impacted by the termination of the Company's  relationship  with Indigo,
and the change to a sales and marketing strategy  utilizing  non-exclusive  distributors.  During the third quarter
of 2000,  based on the  billing by  Theragenics  of a purchase  minimum  shortfall  amount,  Indigo  exercised  its
termination  option and  notified  Theragenics  it would  exit the  Agreement,  effective  August  2001.  By mutual
agreement,  Indigo's termination was subsequently accelerated to January 5, 2001. Under the Agreement,  Indigo held
the  exclusive  worldwide  rights to  distribute  TheraSeed®  for prostate  cancer  since May 1997.  As a result of
Indigo's  notice of  termination,  the Company  regained the right to directly market and distribute its TheraSeed®
product for treatment of prostate  cancer to physicians  and  third-party  distributors.  (See "Sales and Marketing
Agreements" below.)

Based on the  importance  of  third-party  reimbursement  to all  providers  of health care  products  and
services,  Theragenics,  like many others,  closely monitors  reimbursement  of healthcare  costs. In recent years,
Medicare and other  healthcare  legislation  and  regulations  have created  reimbursement  concerns for the entire
healthcare  industry.  The U.S. Congress and the Health Care Financing  Administration  (HCFA) frequently  consider
reforms that provide for reductions in Medicare  spending and prospective  payment reform on healthcare  purchasing
levels and payment streams.  Due to the significance of these actions on revenue streams,  management  expects that
it, along with its  non-exclusive  distributors,  will continue to monitor the activities of the U.S.  Congress and
HCFA as they relate to Medicare and prospective payments.

---

The  Company's   licensing  fees  revenue  represents   licensing  payments  received  for  the  Company's
TheraSphere®  technology.  Such licensing fees have not been, nor does management  expect them to become,  material
in the foreseeable future.

Gross profit  decreased  to 69.1% of revenue in 2000 from 69.6% of revenue in 1999.  This decline in gross
profit margin was primarily a result of the increase in  depreciation  expense for the additional  cyclotrons  that
were ordered almost two years ago to meet sales  forecasts made at that time by Indigo.  The non-cash  depreciation
charge  related to  manufacturing  for 2000  increased to $5.0  million  from $3.6  million for 1999.  The increase
reflects  fourteen  cyclotrons being in operation by December 31, 2000,  versus only eleven cyclotrons in operation
by December 31, 1999. The increase in depreciation  was partially  offset by improved  efficiencies  and automation
in the Company's  proprietary  production  processes,  and the utilization of certain  manufacturing  materials and
resources in research and development activities.

Selling,  general and administrative  ("SG&A") expenses were $6.9 million in 2000 compared to $6.3 million
in 1999,  an increase of $600,000 or 9.5%.  This  increase was  primarily  due to an increase in  compensation  and
benefits,  customer  service and patient  information  expenses which had been previously  borne by Indigo prior to
August 2000,  and start-up  costs  related to the Company's  construction  project in Oak Ridge,  Tennessee.  These
increases were partially offset by a reduction in legal and professional fees.

The Company  expects  increases in SG&A expenses as a result of the  termination of the Indigo  Agreement.
(See "Sales and Marketing Agreements" below.)

Research and development (R&D) expenses increased to $2.1 million,  or 4.8% of revenue,  in 2000, compared
to $709,000,  or 1.6% of  revenue,  in 1999.  The  increase  in R&D  expenses  was a result of the  Company's  R&D
initiatives,  including  restenosis  studies  carried out by the Atlanta  Cardiovascular  Research  Institute  (see
below), and development efforts to improve the Company's proprietary  production processes.  The Company's research
and development  initiatives  are intended to expand the application of Pd-103 and TheraSeed® to other  oncological
and  non-oncological  uses, and explore options for using the Company's  expertise and capabilities in other areas.
Management  plans to continue to increase  efforts in research and development as its initiatives to diversify move
forward and expects R&D  expenditures to increase to as much as 7.5% of revenue in 2001.  However,  R&D spending is
dependent on the complex  scheduling of research and  development  activities in progress as well as the pursuit of
other appropriate  opportunities as they arise.  Accordingly,  R&D expenses may fluctuate significantly from period
to period.

---

As part of its R&D  initiatives,  the Company has an agreement  with the Atlanta  Cardiovascular  Research
Institute  (ACRI) to  conduct  pre-clinical  animal  studies  addressing  the use of Pd-103 for the  prevention  of
restenosis.  Restenosis  is the  reclosing  of arteries  that often  occurs  after  coronary  angioplasties.  It is
estimated  that nearly  one-third of the 650,000  coronary  angioplasties  performed in the United States each year
fail or restenose  within the first few months of the  operation.  In the first phase of the study,  which began in
April 2000,  the Company  delivered  catheter-based  Pd-103  devices to ACRI to demonstrate  the  effectiveness  of
Pd-103 in inhibiting  restenosis-like  changes in pig coronary arteries after balloon angioplasty.  The preliminary
data from Phase I of the study,  reported in August 2000, showed that the inhibitory  effects of Pd-103 are similar
to that of other emitters,  both beta and gamma,  with efficacy  possibly  achieved with a lower dose. Based on the
preliminary  data, the Company is continuing its pre-clinical  animal studies,  and expects  longer-term data to be
available  in 2001.  The  Company  is  planning  to conduct  clinical  feasibility  trials in humans  for  coronary
in-stent  restenosis  in 2001.  The  commencement  and  completion  of any  human  trials  will be  dependent  upon
receiving  successful results from the ongoing additional  pre-clinical  animal studies,  as well as the evaluation
of potential competing forms of treatment.

Other  R&D  efforts  are  also  underway,  including  the  use of  Pd-103  in  treating  the  wet  form of
aged-related  macular  degeneration.  This disease is a degeneration  of eyesight that, in some cases,  can lead to
complete blindness.  The Company expects to begin animal studies for this application during 2001.

Other  income,  excluding  minimum  income  described  below,  increased to $1.8 million in 2000 from $1.3
million in 1999.  Other income  consists  primarily of interest  income  generated  from the  Company's  short-term
investments and high quality  municipal bond  investments.  The increase was attributable to additional funds being
available  for  investment  during  2000 as a  result  of cash  generated  from  operations.  Funds  available  for
investment  have and will  continue to be utilized  for the  Company's  current and future  expansion  programs and
research  and  development  activities.  To the  extent  that  funds  continue  to be used for these  programs  and
activities, management expects other income to fluctuate accordingly.

The Company  recognized  $5.4 million of other income in the third quarter of 2000 related to Theragenics'
billing for purchase  minimum  shortfalls under the Sales and Marketing  Agreement with Indigo.  This increased net
earnings during 2000 by $3.5 million, or $.12 per diluted share.  (See "Sales and Marketing Agreements" below).

---

The Company's  effective  income tax rate was  approximately  35% for 2000 and 1999. The Company's  income
tax rate in each  period  is lower  than the  statutory  rates  primarily  due to the  recognition  of tax  credits
generated by the Company's  investments in its expansion projects and research activities,  and tax-exempt interest
income.

Sales and Marketing Agreements

During the first half of 2000,  Indigo did not meet the contractual  minimum purchase  requirements  under
the terms of the Sales and  Marketing  Agreement  between the Company  and Indigo (the  "Agreement"  or the "Indigo
Agreement").  As  provided  by the  Agreement,  in the third  quarter  of 2000,  the  Company  invoiced  Indigo for
payments  totaling $5.4 million relating to the shortfall in the minimum  purchase  requirements for the first half
of 2000.  As a result of this  demand for  payment,  Indigo had the  option to exit the  Agreement  upon one year's
notice and, in August 2000,  exercised  this option.  Under the  termination  provisions  of the Agreement and upon
exercise of their termination  option,  Indigo  immediately  forfeited  exclusive sales and marketing  rights,  but
retained  non-exclusive  sales and  marketing  rights to TheraSeed®  for prostate  cancer until August 10, 2001. In
December 2000, the parties agreed to accelerate  the  termination of Indigo's  distribution  rights to be effective
January 5, 2001.  As a result of the  accelerated  termination,  Theragenics  agreed to waive any capital  carrying
costs  that  Indigo  would  have  otherwise  been  obligated  to pay under the  provisions  of  termination  in the
Agreement.  The  carrying  costs  that  would  have been  payable  by Indigo  would  have been based on the cost of
cyclotrons  already  in  service  but not  being  used to full  capacity  to  support  product  sales.  Since  that
calculation  is  dependent on actual  product  sales,  the actual  amount of the  carrying  costs waived  cannot be
determined.  Indigo is also  prohibited from selling a competing  radioactive  device for the treatment of prostate
cancer  through  August 10, 2002. As of January 6, 2001,  Indigo no longer  distributes  TheraSeed®  and the former
Indigo customers can order  TheraSeed®  implants  directly from  Theragenics or any of the Company's  non-exclusive
distributors.

If Indigo had not  exercised  its option to exit the  Agreement,  the  shortfall  in the minimum  purchase
requirements  for the first  half of 2000  would  have been  subject  to  adjustment,  based on  Indigo's  sales of
TheraSeed®  during the second half of 2000.  Indigo's  notification  of termination  in August 2000  eliminated the
possibility of adjustment  and,  accordingly,  Theragenics  recorded the $5.4 million  purchase  minimum amount due

---

from Indigo as other income in the third quarter of 2000.  The $5.4 million  payment,  which was also received from
Indigo in the third quarter of 2000,  added  approximately  $3.5 million or $0.12 per diluted share to net earnings
for the year.

As a result of Indigo's  decision to exit the  Agreement,  the Company  immediately  regained the right to
sell  TheraSeed®  for prostate  cancer  treatment  directly to physicians  and to other  third-party  distributors.
Subsequent  to  Indigo's  August  2000  decision  to  exit  the  Agreement,   Theragenics  executed   non-exclusive
distribution  agreements with four companies for the distribution of TheraSeed®;  Nycomed  Amersham,  a provider of
medical diagnostics and radiotherapy  products;  Imagyn Medical Technologies,  Inc., a manufacturer and distributor
of  medical  devices,   including  brachytherapy  products  for  the  treatment  of  cancer;  C.R.  Bard,  Inc.,  a
multinational  developer,  manufacturer  and marketer of  healthcare  products in the fields of vascular,  urology,
oncology  and  surgical  specialty  products;  and Prostate  Services of America,  Inc.,  a nationwide  supplier of
complete  solutions  for prostate  brachytherapy.  The  five-year  agreements  give each  distributor  the right to
distribute  TheraSeed®  immediately  in the U.S.,  Canada and Puerto Rico for the treatment of prostate  cancer and
other solid localized  cancerous tumors.  The Company continues to explore  additional  non-exclusive  distribution
agreements in order to take advantage of multiple distribution channels and expand its market coverage.

To the extent that the Company is able to obtain sales  directly to  physicians  for its own account,  the
distributors'  margin,  which can run  approximately  25% to 30%, would be captured by Theragenics,  in addition to
its margin as  manufacturer.  For sales  through  the  non-exclusive  distributor  agreements,  this margin will be
captured by the  distributor,  similar to the Indigo  Agreement.  Since the Company  does not  currently  intend to
build its own sales force,  Theragenics'  ability to capture TheraSeed® accounts for direct to physician sales will
primarily be a function of the sales and marketing  success of competitors,  including the Company's  non-exclusive
distributors.  Theragenics  expects its  non-exclusive  distributors  to  aggressively  market to the former Indigo
customers.  Accordingly,  the Company  expects that its average per unit sales price will increase  slightly  early
in 2001, but rapidly decline to the 2000 level.

The Company  expects that  marketing  expenses could increase by up to $2.4 million in the next year as it
supports  its brand in an attempt to increase  demand for  TheraSeed®  implants.  It is expected  that this support
will take the form of TheraSeed® brand  advertising to consumers and physicians,  clinical studies aimed at showing
the superiority of TheraSeed®  implants in the treatment of prostate cancer,  technical field support to TheraSeed®
customers and other customer service and patient information activities.

---

Over
the past thirteen years, and prior to Indigo exiting from the Agreement, the
Company took all orders for TheraSeed®, performed all customer service
and patient information functions, and shipped TheraSeed® directly to
physicians. Because these functions have always been performed by Theragenics,
minimal interruption of service or product delivery to current customers is
expected. However, as with any significant change, transition challenges
associated with these marketing and distribution changes may arise that could
significantly impact the TheraSeed® market and thereby Theragenics';
near term financial performance.

Year Ended December 31, 1999, Compared to year Ended December 31, 1998

Revenues
were $43.7 million in 1999 compared to $38.0 million in 1998, an increase of
$5.7 million or 15.0%. The Company believes that adjustments Indigo made to its
sales and marketing programs for TheraSeed® from the prior year
contributed to the increase in sales.

Licensing  fees  represent  royalty  payments  with  respect  to  the  Company's   licensed   TheraSphere®
technology.

Gross
profit percentage decreased to 69.6% of revenue in 1999 from 71.4% of revenue in
1998. This decrease was attributable to an increase in the manufacturing fixed
cost base as depreciation and other fixed expenses associated with additional
cyclotrons and new manufacturing facilities were incurred during 1999. As
additional cyclotrons come on line, margins generally decline because each
machine represents excess capacity for a period while carrying its full
component of fixed costs, including depreciation. Eleven cyclotrons were
operational at December 31, 1999.

Selling,
general and administrative expenses were $6.3 million in 1999 compared to $6.0
million in 1998, reflecting an increase of $300,000 or 5.0%. This increase was
due primarily to increases in compensation and benefits as a result of the
increasing scope of the Company';s operations.

Research
and development (R&D) expenses were $709,000 in 1999 compared to $448,000 in
1998. The increase in R&D expenses was a result of development efforts to
improve the Company';s proprietary production processes and an increased
emphasis on the Company';s R&D initiatives.

---

Other
income was approximately $1.3 million for both 1999 and 1998, comprised
primarily of interest income generated from the Company';s short-term
investments and high quality municipal bond investments.

The
Company';s effective income tax rate was 35.1% for 1999 and 36.0% for 1998.
The Company';s income tax rate in each period is lower than the statutory
rates primarily due to the recognition of tax credits generated by the
Company';s investments in its expansion projects and research activities,
and tax-exempt interest income.

The
Company had cash, short-term investments and marketable securities of $45.2
million at December 31, 2000, compared to $33.9 million at December 31, 1999.
Marketable securities consist primarily of high-credit quality municipal
obligations, in accordance with the Company';s investment policies. The
increase in cash, short-term investments and marketable securities was a result
of cash generated by operations, including the receipt of the purchase minimum
payment from Indigo, partially offset by capital expenditures. Working capital
was $49.9 million at December 31, 2000, compared to $40.8 million at December
31, 1999. The Company also has an Unsecured Credit Agreement with a financial
institution that provides for maximum borrowings of $40.0 million under two
lines of credit, and an additional uncommitted $10.0 million line of credit.
Letters of credit totaling approximately $800,000 were outstanding under the
terms of the Unsecured Credit Agreement at December 31, 2000.

Cash
generated by operations was $28.6 million and $21.5 million in 2000 and 1999,
respectively. Cash generated from operations consists of net earnings plus
non-cash expenses such as depreciation, amortization and deferred income tax
expense. Depreciation and amortization increased to $5.5 million in 2000 from
$3.9 million in 1999. The increase in depreciation and amortization was a result
of the increase in the number of cyclotrons that were operational during 2000.

The
Company';s primary use of cash in 2000 and 1999 related to capital spending
to increase manufacturing capacity. Capital expenditures were $17.3 million and
$14.1 million in 2000 and 1999, respectively. These expenditures related
primarily to the Company';s PSP Project (see below), the addition of
cyclotrons and supporting facilities and the Company';s new headquarters
facility.

The
U.S. Department of Energy (DOE) has granted Theragenics access to unique DOE
technology, known as the Plasma Separation Process (PSP), for use in production
of isotopes, including Pd-103 (the ";PSP Project";). This technology

---

venture represents part of a DOE initiative to redirect Cold War assets to
peacetime use and cushion the economic impact of U.S. Defense Department
cutbacks. The Company expects that the use of the PSP technology could
significantly increase its Pd-103 capacity and allow for expanded use of Pd-103
and TheraSeed® beyond treatment of prostate cancer to new medical
applications. The Company also believes that the PSP Project may allow it to
explore options for applying this technology to other uses, including the
production of isotopically engineered materials for use in medical and
non-medical applications, though there are no assurances that this will be
achieved. The Company is constructing a facility in the Oak Ridge, Tennessee
area to house the equipment, infrastructure and work force necessary to support
the production of isotopes, including Pd-103, using this DOE technology.
Construction costs of approximately $17.9 million have been incurred on the PSP
Project through December 31, 2000, and the Company expects to invest an
additional $7.1 million - $12.1 million through 2001 to complete this
manufacturing and R&D facility.

The
PSP Project is expected to become operational in 2001, though no revenues are
expected to be generated from the PSP Project in 2001. Accordingly, the PSP
Project is expected to increase operating expenses by approximately $2.0 million
in 2001, with the significant portion of these expenses incurred in the second
half of the year. Additionally, costs to be incurred in the production of stable
isotopes are expected to require an investment in inventory of up to $5.0
million.

As
part of the PSP Project, the Company has leased land in the Oak Ridge, Tennessee
area and equipment previously used by the government to produce isotopes. As a
result of the sensitive nature of the equipment, the specialized technology
involved and the restrictions on access to unique DOE-operated facilities, the
Company has contracted with the DOE';s primary contractor for the Oak Ridge
government installation to handle certain technical and operational services
that are critical to the project, including moving, reassembling and
recommissioning equipment currently in storage, designing and fabricating new
parts and modifications to the equipment and DOE facilities; and operating and
providing ongoing access to the DOE facilities. The success of the project is
dependent on the continued cooperation of the DOE and its primary contractor,
which could be adversely affected by future changes in governmental program
priorities and funding. If the equipment cannot be moved and recommissioned
successfully, if there are problems with the operation or modification of the
DOE-operated facilities, or if unforeseen challenges arise, the project may not
be successful or the costs or timeliness associated with the project could
exceed current estimates.

In addition to using cash
to fund the PSP Project in 2001, the Company expects that R&D spending will

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continue to increase. Pre-clinical animal studies addressing the use of Pd-103
for the prevention of restenosis are underway, and other R&D activities are
also occurring (see ";Results of Operations";, above). The Company
expects that R&D expense spending may total up to approximately 7.5% of
revenue in 2001, but could vary depending on the scheduling and progress of
R&D activities as well as the pursuit of currently unforeseen opportunities.

Cash
provided by financing activities was $121,000 and $286,000 in 2000 and 1999,
respectively, and primarily consisted of cash proceeds from the exercise of
stock options and warrants. 1999 also included $100,000 in financing fees paid
in connection with the Company';s $40.0 million Unsecured Credit Facility.

The
Company believes that current cash and investment balances, cash from future
operations and credit facilities, will be sufficient to meet its currently
anticipated working capital and capital expenditure requirements. In the event
additional financing becomes necessary, management may choose to raise those
funds through other means of financing as appropriate.

Forward Looking Statements

This document contains
certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 including, without limitation, statements
regarding sales and marketing efforts, Theragenics'; establishment of new
sales, marketing and distribution initiatives for TheraSeed®, ___ market
opportunities and transition challenges that may arise, effectiveness of
non-exclusive distribution agreements, plans for new distributors, pricing for
TheraSeed®, future cost of sales, R&D efforts and expenses, SG&A
expenses, other income, timing and ultimate outcome of the Company';s
efforts in restenosis and macular degeneration, potential new products and
opportunities, the PSP Project, and the sufficiency of the Company';s
liquidity and capital resources. From time to time, the Company may also make
other forward-looking statements relating to such matters as well as anticipated
financial performance, business prospects, technological developments, research
and development activities and similar matters. These forward-looking statements
are subject to certain risks, uncertainties and other factors which could cause
actual results to differ materially from those anticipated, including risks
associated with research and development activities, including animal studies
and clinical trials related to new products, risks associated with new product
development cycles, effectiveness and execution of marketing and sales programs
of Theragenics and its non-exclusive distributors, potential costs and delays in
capacity expansion, (especially as it relates to the PSP Project), the actual

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start-up for the PSP Project, potential changes in product pricing and
competitive conditions, continued acceptance of TheraSeed® by the
market, execution and effectiveness of a transition from Indigo to Theragenics,
execution and effectiveness of competitors and their ability to capitalize on
this period of change, management of growth, acceptance and efficacy of Pd-103
for other applications, adverse changes in governmental program priorities and
budgetary funding by the relevant governmental authorities, potential costs and
delays in the startup and refinement of technology and related equipment,
potential equipment failure, potential inability to obtain, construct or install
necessary parts or modifications to production equipment or facilities,
government regulation of the therapeutic radiological pharmaceutical and device
business, and potential changes in third-party reimbursement.

---

Quarterly Results

The following table sets
forth certain statement of operations data for each of the Company';s last
eight quarters. This unaudited quarterly information has been prepared on the
same basis as the annual audited information presented elsewhere in this Form
10-K, reflects all adjustments (consisting only of normal, recurring
adjustments) which are, in management';s opinion, necessary for a fair
presentation of the information for the periods covered and should be read in
conjunction with the financial statements and notes thereto. The operating
results for any quarter are not necessarily indicative of results for any future
period. Quarterly data presented may not reconcile to totals or full year
results due to rounding.

|                    | 1999                                          | 2000   
|------------------- | --------------------------------------------- | -------
|                    | First                                         | Second 
|                    | Qtr                                           | Qtr    
|                    | (Amounts in thousands, except per share data)
|                   
|Total revenues      | $9,164                                        | $11,121
|Cost of product    
|sales               | 3,380                                         | 3,187  
|Gross profit        | 5,784                                         | 7,934  
|Selling,           
|general and        
|administrative      | 1,407                                         | 1,761  
|Research and       
|development         | 139                                           | 140    
|Other income        | 274                                           | 346    
|Net earnings before
|income             
|taxes               | 4,512                                         | 6,379  
|Income tax expense  | 1,632                                         | 2,322  
|Net earnings        | $2,880                                        | $4,057 
|Earnings per common
|share:             
|Basic               | $0.10                                         | $0.14  
|Diluted             | $0.10                                         | $0.14  
|Weighted average   
|shares             
|outstanding:       
|Basic:              | 29,427                                        | 29,474 
|Diluted             | 29,872                                        | 29,867 





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Inflation

Management  does  not  believe  that the  relatively  moderate  levels  of  inflation  which  have  been
experienced  in the United States in recent years have had a  significant  effect on the Company's net sales
or profitability.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company's  market risk exposure  related to market risk sensitive  financial  instruments is not material.  As
of December 31, 2000, there were no outstanding borrowings under the Company's Unsecured Credit Agreement.

Item 8.  Financial Statements and Supplementary Data

See Index to Financial Statements and
                following pages.

Item 9.  Changes in and Disagreements on Accounting and
              Financial Disclosure

Not Applicable

PART III

Item 10. Directors and Officers of Registrant*

Item 11. Executive Compensation*

Item 12. Security Ownership of Certain Beneficial Owners and
     Management*

Item 13. Certain Relationships and Related Transactions*

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*The information called for by Items 10, 11, 12 and 13 is omitted
      from this Report and is incorporated by reference to the
          definitive Proxy Statement to be filed by the Company not later
          than 120 days after December 31, 2000, the close of its fiscal year.

PART IV

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

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a) The following documents are filed as part of this Report.

1. Financial Statements
                    See index to financial statements

2. Financial Schedules
                    See the index to financial schedules

3. Exhibits

| | 3.1   | - | Certificate of Incorporation as amended through July 29, 1998, (incorporated by reference
| | ----- | - | -----------------------------------------------------------------------------------------
| |       |   | to Exhibit 3.1 of the Company's report on Form 10-Q for the quarterly                    
| |       |   | period ended June 30, 1998)                                                              
| | 3.2   | - | By-Laws, (incorporated by reference to Exhibit 3.4 of the Company's                      
| |       |   | registration statement on Form S-1, File No. 33-7097, and post-effective                 
| |       |   | amendments thereto)                                                                      
| | 4.1   | - | See Exhibits 3.1 - 3.2 for provisions in                                                 
| |       |   | the Company's Certificate of Incorporation                                               
| |       |   | and By-Laws defining the rights of holders                                               
| |       |   | of the Company's Common Stock.                                                           
| | 10.1  | - | License Agreement with University of                                                     
| |       |   | Missouri, as amended, (incorporated by reference to Exhibit 10.3 of the                  
| |       |   | Company's registration statement on Form S-1, File No. 33-7097, and                      
| |       |   | post-effective amendments thereto)                                                       
| | 10.2  | - | Reassignment and Release Agreement among                                                 
| |       |   | the Company, John L. Russell,                                                            
| |       |   | Jr., and  Georgia Tech Research Institute, (incorporated by                              
| |       |   | reference to Exhibit 10.8 of the Company's registration statement on Form S-1, File No.  
| |       |   | 33-7097, and post-effective amendments thereto)                                          
| | 10.3  | - | 1986 Incentive and Non-Incentive Stock                                                   
| |       |   | Option Plan*, (incorporated by reference to Exhibit 10.11 of the Company's               
| |       |   | registration statement on Form S-1, File No. 33-7097, and                                
| |       |   | post-effective amendments thereto)                                                       
| | 10.4  | - | 1990 Incentive and Non-Incentive Stock                                                   
| |       |   | Option Plan*, (incorporated by reference to Exhibit 10.10 of the Company's               
| |       |   | report on Form 10-K for the year ended December 31, 1990)                                
| | 10.5  | - | Agreement with Nordion International Inc.,                                               
| |       |   | (incorporated by reference to the Company's report on Form 8-K dated March 23, 1995)     
| | 10.6  | - | Rights Agreement dated as of February 17,                                                
| |       |   | 1997 between the Company and SunTrust                                                    
| |       |   | Bank, Atlanta, (incorporated by reference to Exhibit                                     
| |       |   | 99.1 of the Company's registration statement on                                          
| |       |   | Form 8-A filed February 27, 1997)                                                        
| | 10.7  | - | Theragenics Corporation 1995 Stock Option                                                
| |       |   | Plan*, (incorporated by reference to Exhibit                                             
| |       |   | 10.1 of the Company's common stock registration                                          
| |       |   | statement on Form S-8, file no. 333-15313)                                               
| | 10.8  | - | 1997 Stock Incentive Plan, (incorporated by reference to appendix B of the               
| |       |   | Company's proxy statement for its 1997 Annual Meeting of Stockholders filed              
| |       |   | on Schedule 14A)*                                                                        
| | 10.9  | - | Marketing and Sales Agreement by and                                                     
| |       |   | between the Company and Indigo Medical,                                                  
| |       |   | Inc. dated May 30, 1997 (incorporated by reference to                                    
| |       |   | Exhibit 10 of the Company's report on Form 10-Q for the quarterly period                 
| |       |   | ended September 30, 1997)                                                                
| | 10.10 | - | Theragenics Corporation Employee Stock Purchase Plan*, (incorporated by reference        
| |       |   | to appendix A of the Company's proxy statement for its 1998 Annual                       
| |       |   | Meeting of Stockholders filed on Schedule 14A)                                           
| | 10.11 | - | Employment agreement of Bruce W. Smith*, (incorporated by reference to Exhibit           
| |       |   | 10.22 of the Company's report on Form 10-K for the year ended December 31,1998)          
| | 10.12 | - | Sublease dated March 25, 1999 between Theragenics Corporation and                        
| |       |   | Community Reuse Organization of East Tennessee, (incorporated by reference               
| |       |   | to Exhibit 10.1 of the Company's report on Form 10-Q for the quarterly                   
| |       |   | period ended March 31, 1999)                                                             
| | 10.13 | - | Work for Others Agreement dated March 25, 1999 between Theragenics                       
| |       |   | Corporation and Lockheed Martin Energy Research Corporation, (incorporated               
| |       |   | by reference to Exhibit 10.2 of the Company's report on Form 10-Q for the                
| |       |   | quarterly period ended March 31, 1999)                                                   
| | 10.14 | - | Credit Agreement between Theragenics Corporation and Wachovia Bank,                      
| |       |   | National Association, (incorporated by reference to Exhibit 10.1 of the                  
| |       |   | Company's report on Form 10-Q for the quarterly period ended September 30,               
| |       |   | 1999)                                                                                    
| | 10.15 | - | Theragenics Corporation 2000 Stock Incentive Plan* (incorporated by reference to         
| |       |   | Exhibit 10.16 of the Company's report on Form 10-K for the year ended                    
| |       |   | December 31, 1999)                                                                       
| | 10.16 | - | Employment Agreement of M. Christine Jacobs* (incorporated by reference to               
| |       |   | Exhibit 10.1 of the Company's report on Form 10-Q for the quarterly period               
| |       |   | ended March 31, 2000)                                                                    
| | 24.1  | - | of Independent Public Accountants                                                        
| |       |   | for Incorporation by Reference of Audit                                                  
| |       |   | Report into Registration Statements                                                      

---



*    Management contract or compensatory plan or arrangement
     identified pursuant to Item 14(a)(3) of Form 10-K

(b) Reports on Form 8-K

No reports on Form 8-K were filed by the Company during the last
                       quarter of the most recent fiscal year.



---

#### SIGNATURES

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

### THERAGENICS CORPORATION

(Registrant)

By:/s/ M. Christine Jacobs
                                     M. Christine Jacobs                
                                     Chief Executive Officer

Dated: March 26, 2001
               Buford, Georgia

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.

| | Name                            | Title                          | Date   
| | ------------------------------- | ------------------------------ | -------
| | /s/ M. Christine Jacobs         | Chief Executive Officer        | 3/26/01
| | M. Christine Jacobs             | (Principal Executive Officer);
| |                                 | Director, Chairman            
| | /s/ Bruce W. Smith              | Chief Financial Officer,       | 3/26/01
| | Bruce W. Smith                  | Treasurer (Principal          
| |                                 | Financial and Accounting      
| |                                 | Officer) and Secretary        
| | /s/ Otis W. Brawley             | Director                       | 3/26/01
| | Otis W. Brawley                
| | /s/ Orwin L. Carter             | Director                       | 3/26/01
| | Orwin L. Carter                
| | /s/  Earnest W. Deavenport, Jr. | Director                       | 3/26/01
| | Earnest W. Deavenport, Jr.     
| | /s/  Patrick L. Flinn           | Director                       | 3/26/01
| | Patrick L. Flinn               
| | /s/ John V. Herndon             | Director                       | 3/26/01
| | John V. Herndon                
| | /s/ Peter A.A. Saunders         | Director                       | 3/26/01
| | Peter A.A. Saunders            

---

##### THERAGENICS CORPORATION

##### TABLE OF CONTENTS

|                                                                                                                                                           | Page
|---------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                                                                                                  
|ON FINANCIAL STATEMENTS ..........................................................................................................................         | 43  
|                                                                                                                                                          
|FINANCIAL STATEMENTS                                                                                                                                      
|                                                                                                                                                          
|Balance Sheets - December 31, 1999 and 2000 ......................................................................................................         | 44  
|                                                                                                                                                          
|Statements of Earnings for each of the three years in                                                                                                     
|the period ended December 31, 2000   ..................................................................................................................... | 46  
|                                                                                                                                                          
|Statements of Shareholders' Equity for each of the three                                                                                                  
|years in the period ended December 31, 2000 ........................................................................................................       | 47  
|                                                                                                                                                          
|Statements of Cash Flows for each of the three years                                                                                                      
|in the period ended December 31, 2000 ..................................................................................................................   | 49  
|                                                                                                                                                          
|NOTES TO FINANCIAL STATEMENTS ............................................................................................................                 | 51  
|                                                                                                                                                          
|REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE ....................................................                                                  | 65  
|                                                                                                                                                          
|Schedule II - Valuation and Qualifying Accounts for each                                                                                                  
|of the three years in the period ended December 31, 2000.........................................................................................          | 66  





---

### Report of Independent Certified Public Accountants

Board of Directors

Theragenics Corporation

We have audited the balance sheets of Theragenics  Corporation (a Delaware  corporation) as of December 31, 1999 and 2000, and
the related statements of earnings,  shareholders'  equity, and cash flows for each of the three years in the period ended December 31,
2000. These financial  statements are the  responsibility of the Company's  management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion,  the financial  statements referred to above present fairly, in all material respects,  the financial position
of  Theragenics  Corporation  as of December 31, 1999 and 2000,  and the results of its  operations  and its cash flows for each of the
three years in the period ended December 31, 2000, in conformity with  accounting  principles  generally  accepted in the United States
of America.

/s/ GRANT THORNTON LLP

Atlanta, Georgia
January 17, 2001

---

### Theragenics Corporation

### BALANCE SHEETS

#### December 31,

(Amounts in thousands)

ASSETS

| |                                              | 1999     | 2000    
| | -------------------------------------------- | -------- | --------
| | CURRENT ASSETS                              
| |                                              |         
| | Cash and short-term investments              | $18,765  | $29,722 
| | Marketable securities                        | 15,137   | 15,459  
| | Trade accounts receivable, less allowance of
| | $43 in 1999 and $21 in 2000                  | 7,333    | 6,976   
| | Inventories                                  | 1,172    | 1,324   
| | Deferred income tax asset                    | 432      | 355     
| | Prepaid expenses and other current assets    | 963      | 1,004   
|
| | Total current assets                         | 43,802   | 54,840  
|
| | PROPERTY, PLANT AND EQUIPMENT - AT COST     
| | Buildings and improvements                   | 20,453   | 26,156  
| | Machinery and equipment                      | 37,010   | 45,552  
| | Office furniture and equipment               | 436      | 618     
| |                                              | 57,899   | 72,326  
| | Less accumulated depreciation                | 10,676   | 15,972  
| |                                              | 47,223   | 56,354  
| | Land and improvements                        | 848      | 832     
| | Construction in progress                     | 16,010   | 18,446  
| |                                              | 64,081   | 75,632  
|
| | OTHER ASSETS                                 | 160      | 228     
| |                                              | $108,043 | $130,700

The accompanying notes are an integral part of these statements.

---

LIABILITIES AND SHAREHOLDERS' EQUITY

| |                                            | 1999           | 2000          
| | ------------------------------------------ | -------------- | --------------
| | CURRENT LIABILITIES                       
| | Accounts payable                          
| | Trade $                                    | 783            | $ 977         
| | Construction                               | 843            | 356           
| | Accrued salaries, wages and payroll taxes  | 333            | 488           
| | Income taxes payable                       | 563            | 2,866         
| | Other current liabilities                  | 466            | 301           
| |                                            |                |               
| | Total current liabilities                  | 2,988          | 4,988         
| | DEFERRED INCOME TAXES                      | 3,900          | 5,475         
| | OTHER LIABILITIES                          | 78             | 74            
| | COMMITMENTS AND CONTINGENCIES              | -              | -             
| | SHAREHOLDERS' EQUITY                      
| | Common stock - authorized 100,000 shares  
| | of $.01 par value; issued and outstanding,
| | 29,514 in 1999 and 29,579 in 2000          | 295            | 296           
| | Additional paid-in capital                 | 59,600         | 60,005        
| | Retained earnings                          | 41,182         | 59,862        
| |                                            | 101,077        | 120,163       
| |                                            |                |               
| |                                            | $      108,043 | $      130,700

---

### Theragenics Corporation

### STATEMENTS OF EARNINGS

#### Year ended December 31,

(Amounts in thousands, except per share data)

| |                                     | 1998       | 1999       | 2000          
| | ----------------------------------- | ---------- | ---------- | --------------
| | Revenue                            
| | Product sales - affiliate           | $   37,775 | $  43,473  | $       43,763
| | Product sales                       | 83         | 145        | 135           
| | Licensing fees                      | 100        | 100        | 106           
| |                                     | 37,958     | 43,718     | 44,004        
| | Cost of sales                       | 10,869     | 13,293     | 13,578        
| | Gross profit                        | 27,089     | 30,425     | 30,426        
| | Operating expenses                 
| | Selling, general and administrative | 6,000      | 6,300      | 6,872         
| | Research and development            | 448        | 709        | 2,108         
| |                                     | 6,448      | 7,009      | 8,980         
| | Earnings from operations            | 20,641     | 23,416     | 21,446        
| | Other income (expense)             
| | Minimum income                      | -          | -          | 5,444         
| | Interest income                     | 1,318      | 1,316      | 1,942         
| | Interest and financing costs        | (56)       | (93)       | (133)         
| | Other                               | -          | 50         | -             
| |                                     | 1,262      | 1,273      | 7,253         
| | Net earnings before income taxes    | 21,903     | 24,689     | 28,699        
| | Income tax expense                  | 7,880      | 8,677      | 10,019        
| | Net earnings                        | $14,023    | $16,012    | $18,680       
| | Net earnings per common share      
| | Basic                               | $      .48 | $      .54 | $      .63    
| | Diluted                             | $      .46 | $      .53 | $      .62    



The accompanying notes are an integral part of these statements.

---

### Theragenics Corporation

### STATEMENTS OF SHAREHOLDERS' EQUITY

#### For the three years ended December 31, 2000

(Amounts in thousands)

| |                                                        | Common stock | Additional |         |         
| | ------------------------------------------------------ | ------------ | ---------- | ------- | --------
| |                                                        | Number of    | Par value  | paid-in | Retained
| |                                                        | shares       | $.01       | capital | earnings
| | Balance, December 31, 1997                             | 29,076       | 291        | $55,594 | $11,147 
| | Exercise of stock options and warrants,               
| | net of 8 shares redeemed                               | 330          | 3          | 459     | -       
| | Stock based compensation                               | -            | -          | 164     | -       
| | Income tax benefit from stock options exercised        | -            | -          | 2,704   | -       
| | Net earnings for the year                              | -            | -          | -       | 14,023  
| | Balance, December 31, 1998                             | 29,406       | 294        | 58,921  | 25,170  
| | Exercise of stock options and warrants                 | 97           | 1          | 322     | -       
| | Common stock issued under employee stock purchase plan | 11           | -          | 73      | -       
| | Stock based compensation                               | -            | -          | 276     | -       

---

### Theragenics Corporation

### STATEMENTS OF SHAREHOLDERS' EQUITY - CONTINUED

#### For the three years ended December 31, 2000

(Amounts in thousands)

| |                                                               | Common stock | Additional |         |         
| | ------------------------------------------------------------- | ------------ | ---------- | ------- | --------
| |                                                               | Number of    | Par value  | paid-in | Retained
| |                                                               | shares       | $.01       | capital | earnings
| | Income tax benefit from stock options and stock purchase plan | -            | -          | 8       | -       
| | Net earnings for the year                                     | -            | -          | -       | 16,012  
| | Balance, December 31, 1999                                    | 29,514       | $ 295      | $59,600 | $441,182
| | Exercise of stock options, net of 44 shares redeemed          | 52           | 1          | 35      | -       
| | Common stock issued under employee stock purchase plan        | 13           | -          | 85      | -       
| | Stock based compensation                                      | -            | -          | 189     | -       
| | Income tax benefit from stock options and stock purchase plan | -            | -          | 96      | -       
| | Net earnings for the year                                     | -            | -          | -       | 18,680  
| | Balance, December 31, 2000                                    | 29,579       | $ 296      | $60,005 | $59,862 



The accompanying notes are an integral part of these statements.



---

### Theragenics Corporation

### STATEMENTS OF CASH FLOWS

#### Year ended December 31,

(Amounts in thousands)

| |                                                     | 1998     | 1999     | 2000    
| | --------------------------------------------------- | -------- | -------- | --------
| | Cash flows from operating activities:              
| | Net earnings                                        | $14,023  | $16,012  | $18,680 
| | Adjustments to reconcile net earnings to net       
| | cash provided by operating activities:             
| | Depreciation and amortization                       | 2,366    | 3,887    | 5,464   
| | Deferred income taxes                               | 710      | 1,468    | 1,652   
| | Income tax benefit from stock options               | 2,704    | 8        | 96      
| | Stock-based compensation                            | -        | 78       | (4)     
| | Provision for allowances                            | 268      | 263      | (341)   
| | Loss on disposal of equipment                       | -        | 4        | -       
| | Change in assets and liabilities:                  
| | Accounts receivable                                 | (4,193)  | (322)    | 379     
| | Inventories                                         | (615)    | (665)    | 167     
| | Prepaid expenses and other current assets           | (301)    | (384)    | (41)    
| | Other assets                                        | -        | -        | (115)   
| | Accounts payable                                    | (807)    | 155      | 194     
| | Accrued salaries, wages and payroll taxes           | (191)    | (166)    | 155     
| | Income taxes payable                                | (680)    | 688      | 2,303   
| | Other current liabilities                           | 179      | 149      | (165)   
| | Net cash provided by operating activities           | 13,627   | 21,451   | 28,613  
| | Cash flows from investing activities:              
| | Purchase and construction of property and equipment | (26,249) | (14,129) | (17,334)
| | Purchase of marketable securities                   | (2,610)  | (11,985) | (10,013)
| | Maturities of marketable securities                 | 4,150    | 3,600    | 9,570   
| | Net cash used by investing activities               | (24,709) | (22,514) | (17,777)



---

### Theragenics Corporation

### STATEMENTS OF CASH FLOWS - CONTINUED

#### Year ended December 31,

(Amounts in thousands)

| |                                           | 1998        | 1999        | 2000      
| | ----------------------------------------- | ----------- | ----------- | ----------
| | Cash flows from financing activities:    
| | Proceeds from exercise of stock options, 
| | warrants and stock purchase plan          | 462         | 396         | 121       
| | Financing fees                            | -           | (110)       | -         
| | Net cash provided by                     
| | financing activities                      | 462         | 286         | 121       
| | Net increase (decrease) in cash and      
| | short-term investments                    | (10,620)    | (777)       | 10,957    
| | Cash and short-term investments          
| | at beginning of year                      | 30,162      | 19,542      | 18,765    
| | Cash and short-term investments          
| | at end of year                            | $  19,542   | $  18,765   | $  29,722 
|
| | Supplementary Cash Flow Disclosure       
| | Interest paid, net of amounts capitalized | $        56 | $        93 | $     133 
| | Income taxes paid                         | $    5,650  | $    6,513  | $    6,158

The accompanying notes are an integral part of these statements.

---

Theragenics Corporation

NOTES TO FINANCIAL STATEMENTS

December 31, 1999 and 2000

NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Theragenics  Corporation  (the "Company") is the manufacturer of TheraSeed®,  an implantable  radiation device used primarily in the
   treatment  of  prostate  cancer.  TheraSeed®  is a U.S.  Food and Drug  Administration  (FDA)  licensed  device  based on Palladium 103 (Pd-103),  a
   radioactive  isotope.  Under a Sales and Marketing Agreement between  Theragenics and Indigo Medical,  Inc. (Indigo) entered into in
   May 1997 (the  "Agreement"),  Indigo held the exclusive  worldwide rights to distribute  TheraSeed® for prostate  cancer.  In August
   2000,  Indigo  exercised its option and gave notice of termination of the Agreement.  Subsequent to Indigo's  notice of termination,
   Theragenics has sold its TheraSeed®  product directly to physicians and to other third-party  distributors (see Note D). Physicians,
   hospitals and other healthcare  providers,  located primarily in the United States,  utilize the TheraSeed® product. The Company has
   received regulatory  approval for the marketing of TheraSeed®  throughout the member countries of the European Union by obtaining CE
   Marking.  Sales of TheraSeed® in Europe were not significant in any of the three years in the period ended December 31, 2000.

The Company  competes in a market  characterized  by rapid  technological  innovation,  significant  research  efforts and continual
   scientific  discoveries.  This market is also subject to significant  regulatory  oversight at the federal,  state and local levels.
   The regulatory bodies include,  among others, the FDA, the Nuclear Regulatory Commission, various states' agencies such as the
   Departments  of Natural  and Human  Resources,  and the  Occupational  and Health  Safety  Administration,  as well as the  European
   counterparts of these U.S.  governmental  units. The Company is therefore  directly  affected by changes in technology and products,
   as they may apply to cancer  treatment,  governmental  regulations  related to its  industry  and the well  being of the  healthcare
   industry.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant  accounting policies  consistently applied in the preparation of the accompanying  financial statements
   follows:

1. Use of EstimatesIn preparing financial statements in conformity with generally accepted accounting  principles  ("GAAP"),  management is required to
   make certain estimates and assumptions that affect the reported amounts in the financial  statements and accompanying  notes. Actual
   results could differ from those estimates and assumptions.

Theragenics Corporation

                                               NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                      December 31, 1999 and 2000

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
2. Revenue Recognition

   Revenue from product sales is recognized upon shipment.  Licensing fees are recognized in the period to which they relate.
3. Cash and Short-Term InvestmentsFor purposes of reporting cash flows, cash and short-term  investments  include cash on hand, cash in banks and variable rate demand
   notes and commercial paper with original maturities of less than 90 days.
4. Marketable SecuritiesMarketable securities consist primarily of high-credit quality municipality  obligations in accordance with the Company's investment
   policies.  Marketable  securities  are  classified  as available  for sale and are reported at fair value,  based upon quoted market
   prices at the balance sheet date. The amortized  cost of marketable  securities  approximated  their fair value at both December 31,
   1999 and 2000.  The estimated fair value of marketable securities by contractual maturity at December 31, 2000 is as follows:Due in one year or less                       $14,179,000Due after one year through five years            1,280,000
5. InventoriesInventories  are  stated  at the  lower  of cost or  market.  Cost is  determined  using  the  first-in,  first-out  (FIFO)  method.
   Inventories consist primarily of spare parts, components and work in process.
6. Property, Equipment, Depreciation and AmortizationProperty and equipment are recorded at historical  cost.  Depreciation  and  amortization  is provided for in amounts  sufficient to
   relate the cost of depreciable assets to operations over their estimated services lives on a straight-line  basis.  Depreciation and
   amortization  expense  related to property  and  equipment  charged to  operations  was  approximately  $2,336,000,  $3,786,000  and
   $5,296,000 for 1998, 1999 and 2000,  respectively.  Estimated  services lives are 30 years for buildings and improvements,  and 3 to
   10 years for machinery, equipment and furniture.



Theragenics Corporation

                                               NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                      December 31, 1999 and 2000



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
7. Property, Equipment, Depreciation and Amortization - ContinuedA significant  portion of the Company's  depreciable  assets is utilized in the production of its product.  Management  periodically
   evaluates the  realizability of its depreciable  assets in light of its current industry  environment.  Management  believes that no
   impairment of depreciable assets exists at December 31, 2000. It is possible,  however,  that management's  estimates concerning the
   realizability of the Company's  depreciable  assets could change in the near term due to changes in the technological and regulatory
   environment.
8. Income TaxesThe Company accounts for income taxes using the asset and liability method.  Under this method,  deferred tax assets and liabilities
   are recognized for the future tax  consequences  attributable to differences  between the financial  statement  carrying  amounts of
   existing assets and liabilities and their  respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax
   rates  applied to taxable  income.  The effect on deferred  tax assets and  liabilities  of a change in tax rates is  recognized  in
   income in the period that  includes the  enactment  date. A valuation  allowance is provided for deferred tax assets when it is more
   likely than not that the asset will not be realized.
9. Research and Development CostsResearch and development costs are expensed when incurred.
10. AdvertisingThe Company expenses the cost of advertising as incurred.  Advertising  expense was not significant in any of the three years in the
   period ended December 31, 2000.
11. Earnings Per Share and Common StockBasic net earnings  per common  share is based upon the weighted  average  number of common  shares  outstanding  during the period.
   Diluted net  earnings  per common  share is based upon the  weighted  average  number of common  shares  outstanding  plus  dilutive
   potential common shares, including options and warrants outstanding during the period.



Theragenics Corporation

                                               NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                      December 31, 1999 and 2000



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
12. Earnings Per Share and Common Stock - ContinuedOn March 16, 1998, the board of directors approved a two-for-one common stock split,  effected in the form of a 100% stock dividend,
   which was  distributed  on April 15, 1998 to  shareholders  of record on March 31,  1998.  The stock split has been  recognized  by
   reclassifying  the par value of the  additional  shares  resulting  from the stock split from  additional  paid in capital to common
   stock.  All references to shares outstanding and per share amounts have been restated to reflect the stock split.

   On June 12, 1998, the shareholders approved an increase in the number of authorized common shares from 50,000,000 to 100,000,000.
13. Stock Based CompensationStock options  issued to employees are accounted for under the intrinsic  value method in which  compensation  expense is recognized
   for the amount,  if any, that the fair value of the underlying  common stock exceeds the exercise price at the date of grant.  Stock
   options and other equity  instruments  issued in exchange for goods or services  with  non-employees  are accounted for based on the
   fair value of the consideration received or the fair value of the equity instruments issued, whichever is more readily measurable.
14. Fair Value of Financial InstrumentsThe Company's financial  instruments include cash, cash equivalents and marketable  securities.  The carrying value of cash and cash
   equivalents  approximates  fair value due to the relatively short period to maturity of the instruments.  Marketable  securities are
   classified as available for sale and are reported at fair value.

---

Theragenics Corporation

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1999 and 2000

NOTE C - CONSTRUCTION IN PROGRESS AND PURCHASE COMMITMENTS

The U.S.  Department  of Energy (DOE) has granted  Theragenics  access to unique DOE  technology  for use in production of isotopes,
   including  Pd-103.  This technology  venture  represents part of a DOE initiative to redirect Cold War assets to
   peacetime use and cushion the economic impact of U.S.  Defense  Department  cutbacks.  The Company is constructing a facility in Oak
   Ridge,  Tennessee to house the equipment,  infrastructure and work force necessary to support the production of isotopes,  including
   Pd-103,  using this DOE  technology.  The Company expects to invest  approximately  $25 million to $30 million through 2001 to build
   this  manufacturing  and R&D facility.  Construction  costs of approximately  $17.9 million have been incurred on this project as of
   December 31, 2000, and are included in construction in progress.

NOTE D - MARKETING AND SALES AGREEMENT AND MAJOR CUSTOMER

During the first half of 2000, Indigo not meet the contractual  minimum purchase  requirements under the
   terms of the Agreement.  As provided by the Agreement,  in the
   third quarter of 2000,  the Company  invoiced  Indigo for payments  totaling  $5.4 million  relating to the shortfall in the minimum
   purchase  requirements  for the first  half of 2000.  As a result of this  demand  for  payment,  Indigo  had the option to exit the
   Agreement upon one year's notice and, in August 2000, exercised this option.  Under the termination  provisions of the Agreement and
   upon  exercise of their  termination  option,  Indigo  immediately  forfeited  exclusive  sales and marketing  rights,  but retained
   non-exclusive  sales and marketing  rights to TheraSeed®  for prostate  cancer until August 10, 2001. In December  2000, the parties
   agreed to accelerate the  termination of Indigo's  distribution  rights to be effective  January 5, 2001.  Indigo is also prohibited
   from selling a competing  radioactive  device for the treatment of prostate  cancer  through August 10, 2002. As of January 6, 2001,
   Indigo no longer distributes  TheraSeed® and the former Indigo customers can order TheraSeed®  implants directly from Theragenics or
   any of its non-exclusive distributors.

If Indigo had not exercised its option to exit the Agreement,  the shortfall in the minimum purchase requirements for the first half
   of 2000 would have been  subject to  adjustment,  based on Indigo's  sales of  TheraSeed®  during the second half of 2000.  Indigo's
   notification of termination in August 2000 eliminated the possibility of adjustment and, accordingly,  Theragenics recorded the $5.4
   million purchase  minimum amount due from Indigo as other income in the third quarter of 2000. The $5.4 million  payment,  which was
   also received from Indigo in the third quarter of 2000, added  approximately $3.5 million or $0.12 per diluted share to net earnings
   for the year.

---

Theragenics Corporation

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1999 and 2000

NOTE D - MARKETING AND SALES AGREEMENT AND MAJOR CUSTOMER - Continued

As a result of Indigo's decision to exit the Agreement,  the Company immediately  regained the right to sell TheraSeed® for prostate
   cancer treatment directly to physicians and to other third-party  distributors.  Subsequent to Indigo's August 2000 decision to exit
   the Agreement,  Theragenics executed non-exclusive  distribution  agreements with four companies for the distribution of TheraSeed®.
   The five-year  agreements give each distributor the right to distribute  TheraSeed®  immediately in the U.S., Canada and Puerto Rico
   for the treatment of prostate cancer and other solid localized cancerous tumors.

As a result of the Indigo  Agreement,  substantially  all sales in 1998 and 1999, and  approximately  97% of sales in 2000,  were to
   Indigo.  Additionally,  substantially all accounts  receivable and approximately 87% of accounts  receivable were due from Indigo at
   December 31, 1999 and 2000,  respectively.  At December 31, 2000,  approximately 13% of accounts receivable were due from two of the
   Company's non-exclusive distributors.

Concurrent with the execution of the Indigo Agreement in 1997,  Johnson & Johnson  purchased  509,000 shares of the Company's common
   stock for $5.0 million in cash.

NOTE E - INCOME TAXES

The income tax provision consisted of the following (in thousands):



| |           | 1998          | 1999         | 2000         
| | --------- | ------------- | ------------ | -------------
| | Current: 
| | Federal   | $       6,570 | $      6,926 | $       7,798
| | State     | 600           | 283          | 569          
| |           | 7,170         | 7,209        | 8,367        
| | Deferred:
| | Federal   | 655           | 1,334        | 1,513        
| | State     | 55            | 134          | 139          
| |           | 710           | 1,468        | 1,652        
| |           | $       7,880 | $      8,677 | $      10,019

---

Theragenics Corporation

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1999 and 2000

NOTE E - INCOME TAXES - Continued

The Company's temporary differences result in a deferred income tax liability at December 31, 1999 and 2000, summarized as follows
   (in thousands):

| |                                       |          | December 31,
| | ------------------------------------- | -------- | ------------
| |                                       | 1999     | 2000        
| | Deferred tax assets:                 
| | Nondeductible accruals and allowances | $    292 | $    202    
| | Inventories                           | 168      | 177         
| | Stock compensation                    | 161      | 232         
| | Gross deferred tax assets             | 621      | 611         
| | Deferred tax liabilities:            
| | Property and equipment                | (4,089)  | (5,731)     
| | Net deferred tax liability            | $(3,468) | $(5,120)    



The net deferred tax liability is classified in the accompanying balance sheets as follows (in thousands):



| | Current deferred tax asset       | $    432 | $    355
| | -------------------------------- | -------- | --------
| | Long-term deferred tax liability | (3,900)  | (5,475) 
| | Net deferred tax liability       | $(3,468) | $(5,120)

A reconciliation of the statutory federal income tax rate and the effective tax rate follows:

| |                                      | 1998  | 1999  | 2000 
| | ------------------------------------ | ----- | ----- | -----
|
| | Tax at applicable federal rates      | 35.0% | 35.0% | 35.0%
| | State tax, net of federal income tax | 1.9   | 2.0   | 2.1  
| | Investment credits                   | -     | (1.3) | (0.7)
| | Tax exempt interest                  | (1.1) | (0.8) | (1.6)
| | Other                                | 0.2   | 0.2   | 0.1  
| |                                      | 36.0% | 35.1% | 34.9%

---

Theragenics Corporation

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1999 and 2000

NOTE F - UNSECURED CREDIT AGREEMENT

The Company has an Unsecured Credit  Agreement with a financial  institution that expires in August 2003 and provides for borrowings
   of up to $40.0  million under two lines of credit.  Interest on  outstanding  borrowings  is payable  monthly at the prime rate or a
   LIBOR based rate,  at the option of the  Company.  The LIBOR based rate is equal to LIBOR plus a margin  ranging  from .7% to 1.55%,
   depending upon certain financial ratios of the Company.  Under the Unsecured Credit Agreement,  the Company has the option,  through
   August 2001, of converting  outstanding  borrowings of up to $25.0 million to a term loan which would be repayable over 5 years.  An
   additional uncommitted $10.0 million line of credit is also available under the Unsecured Credit Agreement,  subject to the approval
   of the financial institution.

Provisions  of the Unsecured  Credit  Agreement  limit the  incurrence of  additional  debt and require the  maintenance  of certain
   financial  ratios,  among other things.  As of December 31, 2000, the Company was in compliance with the provisions of the Unsecured
   Credit Agreement and there were no outstanding borrowings.

The  Company  has letters of credit  outstanding  under the  Unsecured  Credit  Agreement  for  approximately  $800,000  relating to
   regulatory  requirements.  The letters of credit are subject to terms  identical to those of borrowings  under the Unsecured  Credit
   Agreement.

NOTE G - COMMITMENTS AND CONTINGENCIES

Licensing Agreement

The Company  holds a  worldwide  exclusive  license  from the  University  of Missouri  for the use of  technology,  patented by the
   University,  used in the Company's  "TheraSphere®"  product.  The licensing  agreement provides for the payment of royalties based on
   the level of sales and on lump sum payments received pursuant to a licensing agreement with Nordion International, Inc. (see below).

The Company has granted certain of its geographical  rights under the licensing agreement with the University of Missouri to Nordion
   International,  Inc., a Canadian company that is a producer,  marketer and supplier of radioisotope  products and related equipment.
   Under the Nordion  agreement,  the Company will receive a licensing fee for each geographic area in which Nordion  receives new drug
   approval.  The  Company  will also be  entitled  to a  percentage  of future  revenues  earned by  Nordion  as  royalties  under the
   agreement.  Royalties from this agreement were not significant in any of the three years in the period ended December 31, 2000.

---

Theragenics Corporation

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1999 and 2000

NOTE G - COMMITMENTS AND CONTINGENCIES - Continued

Lease Commitments

The Company leases land,  space and office  equipment  under  noncancelable  leases that expire at various dates through April 2029.
   Approximate  minimum  lease  payments  under the leases are as follows:  2001,  $316,000;  2002,  $311,000;  2003,  $314,000;  2004,
   $137,000; 2005, $137,000; and  $3,185,000 thereafter.

Rent expense was approximately $190,000, $404,000 and $407,000 for the years ended December 31, 1998, 1999 and 2000, respectively.

Contingencies

In January 1999,  the Company and certain of its officers and directors  were named as  defendants  in certain  securities  actions,
   alleging  violations of the federal  securities laws,  including Sections 10(b), 20(a) and Rule 10b-5 of the Securities and Exchange
   Act of 1934,  as amended.  These actions have been  consolidated  into a single action  pending in the U.S.  District  Court for the
   Northern  District of Georgia.  The  complaint,  as amended,  purports to  represent  a class of  investors  who  purchased  or sold
   securities  during the time period from  January 29, 1998 to January 11,  1999.  The amended  complaint  generally  alleges that the
   defendants made certain  misrepresentations  and omissions in connection with the performance of the Company during the class period
   and seeks unspecified  damages.  On May 14, 1999 a stockholder of the Company filed a derivative  complaint in the Delaware Court of
   Chancery  purportedly on behalf of the Company,  alleging that certain directors  breached their fiduciary duties by engaging in the
   conduct that is alleged in the consolidated  federal class action complaint.  The derivative action has been stayed by the agreement
   of the parties.  On September 3, 1999, the Company filed a motion to dismiss the consolidated  federal class action complaint on the
   grounds that it failed to state a claim against the Company.  On July 19, 2000,  the Court granted the Company's  motion to dismiss,
   and granted the plaintiffs leave to amend their complaint.  On August 21, 2000, the plaintiffs filed a second amended complaint.  On
   October 6, 2000 the defendants filed a motion to dismiss the second amended complaint,  which is presently pending before the Court.
   Management believes these charges are without merit and intends to vigorously oppose the litigation,  however,  given the nature and
   early  stage of the  proceedings,  the  ultimate  outcome of the  litigation  cannot be  determined  at this time.  Accordingly,  no
   provision for any liability  that might result from this  litigation has been made.  The Company  maintains  insurance for claims of
   this general nature.

---

Theragenics Corporation

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1999 and 2000

NOTE H - STOCK OPTIONS AND WARRANTS

Stock Options

The  Company's  board of directors has approved  four stock option plans which in aggregate  cover up to 5,000,000  shares of common
   stock.  The plans  provide for the  expiration  of options ten years from the date of grant and requires  the exercise  price of the
   options  granted to be at least equal to 100% of market value on the date granted.  Stock options become  exercisable  over a two to
   five year vesting period.

Stock  option  transactions  for each of the three years in the period  ended  December  31, 2000 are  summarized  below  (shares in
   thousands):

| |                                | 1998   | 1999     | 2000  
| | ------------------------------ | ------ | -------- | ------
| |                                |        | Weighted |       
| |                                |        | Average  |       
| |                                |        | Exercise |       
| |                                | Shares | Price    | Shares
| | Outstanding, beginning of year | 1,888  | $  7.95  | 1,734 
| | Granted                        | 157    | 20.07    | 564   
| | Exercised                      | (311)  | 1.30     | (37)  
| | Forfeited                      | -      | -        | -     
| | Outstanding, end of year       | 1,734  | $10.24   | 2,261 



The following table summarizes information about stock options outstanding at December 31, 2000 (shares in thousands):



| |                 | Options Outstanding | Options Exercisable
| | --------------- | ------------------- | -------------------
| |                 |                     | Weighted           
| |                 |                     | Average            
| | Range of        | Number              | Remaining          
| | Excise          | Outstanding at      | Contractual        
| | Price           | December 31, 2000   | Life (Years)       
| | $1.63 - $3.19   | 491                 | 4.3                
| | $6.88 - $11.75  | 1,203               | 7.1                
| | $16.56 - $26.63 | 587                 | 7.2                
| |                 | 2,281               | 6.9                

---

Theragenics Corporation

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1999 and 2000

NOTE H - STOCK OPTIONS AND WARRANTS - Continued

Stock Options - Continued

The Company follows the practice of recording  amounts  received upon the exercise of certain options by crediting  common stock and
   additional  paid-in  capital.  No charges are  reflected in the  statements  of  operations  as a result of the grant or exercise of
   options to or by employees.  The Company  realizes an income tax benefit from the exercise of certain stock options and the exercise
   and early  disposition of the shares  acquired via certain other stock options.  This benefit results in a reduction to income taxes
   payable and an increase to additional paid-in capital.

The Company uses the  intrinsic  value method in  accounting  for stock options  issued to  employees.  In applying this method,  no
   compensation  cost has been  recognized.  Had  compensation  cost for the Company's stock option plans been determined  based on the
   fair value at the grant dates for awards under those plans,  the  Company's  net earnings and earnings per share would have resulted
   in the pro forma amounts indicated below (in thousands, except per share data):

| |                          |             | 1998       | 1999       | 2000      
| | ------------------------ | ----------- | ---------- | ---------- | ----------
| | Net earnings             | As reported | $ 14,023   | $ 16,012   | $ 18,680  
| |                          | Pro forma   | 11,942     | 14,122     | 16,612    
| | Basic net earnings per  
| | common share             | As reported | $      .48 | $      .54 | $      .63
| |                          | Pro forma   | .41        | .47        | .57       
| | Diluted net earnings per
| | common share             | As reported | $      .46 | $      .53 | $      .62
| |                          | Pro forma   | .40        | .46        | .56       

The weighted  average fair value of the options granted during 1998, 1999 and 2000 was $14.76,  $6.37 and $5.06,  respectively.  The
   fair values were estimated using the Black Sholes options-pricing model with the following weighted average assumptions:

| |                                     | 1998  | 1999  | 2000 
| | ----------------------------------- | ----- | ----- | -----
| | Expected dividend yield             | 0.0%  | 0.0%  | 0.0% 
| | Expected stock price volatility     | 65.0% | 77.3% | 79.7%
| | Risk-free interest rate             | 5.0%  | 6.2%  | 5.4% 
| | Expected   life   of option (years) | 5.0   | 6.3   | 5.0  

---

Theragenics Corporation

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1999 and 2000

NOTE H - STOCK OPTIONS AND WARRANTS - Continued

Stock Options Issued to Non-Employees

During 1998, the Company issued 100,000 stock options to an individual for medical and cancer  consulting  services.  The Company is
   recording  consulting  expenses based on the estimated fair value of the options at the grant date over the consulting  term of five
   years.  Consulting  expenses  related to this agreement were  approximately  $164,000,  $276,000 and $189,000  during 1998, 1999 and
   2000, respectively.

Warrants

Warrants  exercised  totaled 20,000 and 60,000 during 1998 and 1999,  respectively,  resulting in proceeds to the Company of $75,000
   and $225,000, respectively.  No unexercised warrants were outstanding as of December 31, 2000.

NOTE I - EARNINGS PER SHARE

Earnings per common share was computed as follows (in thousands, except per share data):

| |                                               | Year ended December 31,
| | --------------------------------------------- | -----------------------
| |                                               | 1998                   
| | Numerator for basic and diluted earnings     
| | per share  -;  income available common       
| | shareholders                                  | $  14,023              
| | Denominator for basic earnings per share  -  
| | weighted average shares                       | 29,259                 
| | Effect of dilutive stock options and warrants | 1,056                  
| | Denominator for diluted earnings per share  -
| | adjusted weighted average shares              | 30,315                 
| | Basic earnings per share                      | $        .48           
| | Diluted earnings per share                    | $        .46           

---

Theragenics Corporation

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1999 and 2000

NOTE J - EMPLOYEE BENEFIT PLAN

401(k) Savings Plan

The Company has a 401(k)  savings plan  providing  retirement  benefits to all employees at least 21 years of age. The Company makes
   matching contributions of 20%-60% of each participant's  contribution,  up to 6% of salary. The percentage of matching contributions
   are based on net  earnings  and are made in the form of Company  common  stock.  Matching  contributions  are  charged to  operating
   expenses and totaled approximately $8,000, $69,000 and $48,000 in 1998, 1999 and 2000, respectively.

Employee Stock Purchase Plan

The Theragenics  Corporation  Employee Stock Purchase Plan (the "ESPP") allows eligible employees the right to purchase common stock
   on a quarterly  basis at the lower of 85% of the market  price at the  beginning or end of each  quarterly  offering  period.  As of
   December 31, 1999 and 2000,  there were 189,000 and 176,000 shares of common stock reserved for the ESPP,  respectively,  and 11,000
   and 24,000 shares had been issued under the plan, respectively.

NOTE K - QUARTERLY FINANCIAL DATA (UNAUDITED)

The following summarizes certain quarterly results of operations (in thousands, except per share data):

| |                               | Quarters ended
| | ----------------------------- | --------------
| |                               | March 31      
| | Year ended December 31, 2000:
| | Net revenue                   | $    11,279   
| | Gross profit                  | 7,977         
| | Net earnings                  | 3,994         
| | Net earnings per common share
| | Basic                         | $          .14
| | Diluted                       | $          .13

---

Theragenics Corporation

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1999 and 2000
                                                       (Amounts in thousands, except per share data)

NOTE K - QUARTERLY FINANCIAL DATA (UNAUDITED) - Continued

| |                               | Quarters ended
| | ----------------------------- | --------------
| |                               | March 31      
| | Year ended December 31, 1999:
| | Net revenue                   | $      9,164  
| | Gross profit                  | 5,784         
| | Net earnings                  | 2,880         
| | Net earnings per common share
| | Basic                         | $          .10
| | Diluted                       | $          .10

---

Report of Independent Certified Public Accountants on Schedule

Board of Directors
   Theragenics Corporation

In connection  with our audit of the financial  statements of  Theragenics  Corporation  referred to in our report dated January 17,
   2001,  which is included in the annual  report to security  holders and  incorporated  by reference in Part II of this form, we have
   also audited  Schedule II for each of the three years in the period ended December 31, 2000. In our opinion,  the schedule  presents
   fairly, in all material respects, the information required to be set forth therein.

/s/ GRANT THORNTON LLP

Atlanta, Georgia
   January 17, 2001

---

#### Theragenics Corporation

### SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

For each of the three years in the period ended December 31, 2000
                                                        (Amounts in thousands)

| | Column A | Column B | Column C | Column D | Column E
| | -------- | -------- | -------- | -------- | --------

| |  |  | Additions |  | 
| |  |  | --------- |  | 

| |                                  |              | (1)          | (2)            |                |            
| | -------------------------------- | ------------ | ------------ | -------------- | -------------- | -----------
| |                                  | Balance at   | Charged to   | Charged to     |                | Balance at 
| |                                  | beginning of | costs and    | other accounts | Deductions -   | end of     
| | Description                      | period       | expense      | describe       | describe (a)   | period     
| | Year ended December 31, 2000    
| | Allowance for doubtful          
| | accounts receivable              | $         43 | $          - | $      -       | $     22(a)    | $        21
| | Allowance for doubtful inventory | $       619  | $          - | $      -       | $   319(b)     | $      300 
|
| | Year ended December 31, 1999    
| | Allowance for doubtful          
| | accounts receivable              | $         54 | $          - | $      -       | $     11(a)    | $        43
| | Allowance for doubtful inventory | $       345  | $      274   | $      -       | $            - | $      619 
|
| | Year ended December 31, 1998    
| | Allowance for doubtful          
| | accounts receivable              | $         65 | $          - | $      -       | $     11(c)    | $        54
| | Allowance for doubtful inventory | $         77 | $      268   | $      -       | $            - | $      345 

(a)- adjustment to reserve
(b)- disposal of inventory
(c)- write-off of uncollectible accounts receivable.

---

#### THERAGENICS
CORPORATION

#### INDEX TO
EXHIBITS

|     |   |                                                                                                                       | Page No.
|---- | - | --------------------------------------------------------------------------------------------------------------------- | --------
|24.1 | - | Consent of Independent Public Accountants
for Incorporation by Reference of Audit
Report into Registration Statements | 68      

---

### CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Theragenics Corporation

We hereby  consent to the  incorporation  by reference  of our reports  dated  January 17, 2001,  appearing in your
Annual Report on Form 10-K for the year ended December 31, 2000, in the Company's  Registration  Statements on Form
S-8, file numbers 333-15313, 333-40737, 333-40653, 333-64801 and 333-48136.

/s/ GRANT THORNTON LLP

Atlanta, Georgia
March 23, 2001