## UNITED STATES

## SECURITIES AND EXCHANGE COMMISSION

## WASHINGTON, D.C. 20549

## FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
         SECURITIES EXCHANGE ACT OF 1934
           For the quarterly period ended March 31, 2003

OR

[ ] 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

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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
    YES    X   NO

As of May 14, 2003 the number of shares of common stock, $.01 par value, outstanding was 29,920,505.

---

### THERAGENICS CORPORATION

### TABLE OF CONTENTS

| | PART I.  FINANCIAL INFORMATION:                                             |         
| | --------------------------------------------------------------------------- | --------
|
| | ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)                                   | Page No.
|
| | Balance Sheets - March 31, 2003 and December 31, 2002                       | 3       
|
| | Statements of Earnings for the three months ended March 31, 2003 and 2002   | 5       
|
| | Statements of Cash Flows for the three months ended March 31, 2003 and 2002 | 7       
|
| | Statement of Shareholder's Equity for the three months ended March 31, 2003 | 8       
|
| | Notes to Financial Statements                                               | 9       
|
| | ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION        | 14      
| | AND RESULTS OF OPERATIONS                                                   |         
|
| | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK          | 20      
|
| | ITEM 4. CONTROLS AND PROCEDURES                                             | 20      
|
| | PART II.  OTHER INFORMATION                                                 | 20      
|
| | ITEM 1. LEGAL PROCEEDINGS                                                   | 20      
|
| | ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                   | 20      
|
| | SIGNATURES                                                                  | 21      
|
| | CERTIFICATIONS                                                              | 22      

---

### THERAGENICS CORPORATION®
                                               BALANCE SHEETS
                                                (UNAUDITED)
                               (Amounts in thousands, except per share data)

ASSETS

| |                                                      | March 31,    | December 31,
| | ---------------------------------------------------- | ------------ | ------------
| |                                                      | 2003         | 2002        
| | CURRENT ASSETS                                      
| | Cash and short-term investments                      | $     55,513 | $    56,344 
| | Marketable Securities                                | 14,208       | 11,977      
| | Trade accounts receivable, less allowance of $167 in
| | 2003 and $147 in 2002                                | 5,413        | 4,789       
| | Inventories                                          | 2,092        | 1,960       
| | Deferred income tax asset                            | 622          | 630         
| | Prepaid expenses and other current assets            | 1,180        | 1,408       
| | TOTAL CURRENT ASSETS                                 | 79,028       | 77,108      
| |                                                     
| | PROPERTY AND EQUIPMENT                              
| | Buildings and improvements                           | 42,279       | 42,279      
| | Machinery and equipment                              | 54,973       | 54,578      
| | Office furniture and equipment                       | 755          | 754         
| |                                                      | 98,007       | 97,611      
| | Less accumulated depreciation and amortization       | (29,528)     | (27,717)    
| |                                                      | 68,479       | 69,894      
| |                                                     
| | Land                                                 | 822          | 822         
| | Construction in progress                             | 3,523        | 3,334       
| | TOTAL PROPERTY AND EQUIPMENT                         | 72,824       | 74,050      
| |                                                      |              |             
| | Product line purchase deposit                        | 1,228        |             
| |                                                      |              |             
| | Long-term deferred income tax asset                  | 130          |             
| |                                                      |              |             
| | Other assets                                         | 231          | 237         
| |                                                      |              |             
| | TOTAL ASSETS                                         | $   153,441  | $  151,395  

The accompanying notes are an integral part of these statements.

---

### THERAGENICS CORPORATION®
                                               BALANCE SHEETS
                                                (UNAUDITED)
                               (Amounts in thousands, except per share data)

LIABILITIES & STOCKHOLDERS' EQUITY

| |                                            | March 31,     | December 31,
| | ------------------------------------------ | ------------- | ------------
| |                                            | 2001          | 2002        
| | CURRENT LIABILITIES                       
| | Trade accounts payable                     | $       1,532 | $      1,554
| | Accrued salaries, wages and payroll taxes  | 481           | 489         
| | Income taxes payable                       | 136           |             
| | Other current liabilities                  | 495           | 341         
| | TOTAL CURRENT LIABILITIES                  | 2,644         | 2,384       
| |                                           
| | LONG-TERM LIABILITIES                     
| | Deferred income taxes                      | 6,867         | 6,853       
| | Asset retirement obligation                | 478           |             
| | Other liabilities                          | 68            | 68          
| | TOTAL LONG-TERM LIABILITIES                | 7,422         | 6,921       
| |                                           
| |                                           
| | STOCKHOLDERS' EQUITY                      
| | Common stock, $.01 par value, 100,000     
| | shares authorized; 29,860 and 29,738      
| | issued and outstanding                     | 299           | 298         
| | Additional paid-in capital                 | 61,501        | 61,197      
| | Retained earnings                          | 81,549        | 80,552      
| | Accumulated other comprehensive income     | 26            | 43          
| | TOTAL STOCKHODLERS' EQUITY                 | 143,375       | 142,090     
| |                                           
| | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $  153,441    | $  151,395  

The accompanying notes are an integral part of these statements.

---

### THERAGENICS CORPORATION®
                                     STATEMENTS OF EARNINGS
                                           (UNAUDITED)
                             (Amounts in thousands, except per share data)

| |                                                                         | Three Months    |             
| | ----------------------------------------------------------------------- | --------------- | ------------
| |                                                                         | Ended March 31, |             
| |                                                                         | 2003            | 2002        
| | REVENUE                                                                
| | Product sales                                                           | $    11,059     | $    11,489 
| | Licensing Fees                                                          | 43              | 144         
| |                                                                         | 11,102          | 11,633      
| |                                                                        
| | COST OF SALES                                                           | 4,537           | 3,655       
| |                                                                        
| | GROSS PROFIT                                                            | $      6,565    | $      7,978
| |                                                                        
| | OPERATING EXPENSES                                                     
| | Selling, general & administrative                                       | 3,391           | 3,092       
| | Research & development                                                  | 1,501           | 933         
| |                                                                         | 4,892           | 4,025       
| | EARNINGS FROM OPERATIONS                                                | 1,673           | 3,953       
| |                                                                        
| | OTHER INCOME (EXPENSE)                                                 
| | Interest income                                                         | 272             | 241         
| | Interest and financing costs                                            | ( 44)           | ( 31)       
| | Other                                                                   |                 | 1           
| |                                                                         | 228             | 211         
| |                                                                        
| | Earnings before income tax and cumulative effect of change in          
| | accounting principle                                                    | 1,901           | 4,164       
| | Income tax expense                                                      | 682             | 1,537       
| | Net earnings before cumulative effect of change in accounting principle | $      1,219    | $      2,627
| |                                                                         |                 |             
| | Cumulative effect of change in accounting principle (See Note F)        | (222)           |             
| | NET EARNINGS                                                            | $        997    | $      2,627
| |                                                                        

---



### THERAGENICS CORPORATION®
                                     STATEMENTS OF EARNINGS
                                           (UNAUDITED)
                             (Amounts in thousands, except per share data)

| |                                                                     | Three Months    |              
| | ------------------------------------------------------------------- | --------------- | -------------
| |                                                                     | Ended March 31, |              
| |                                                                     | 2003            | 2002         
| | NET EARNINGS PER COMMON SHARE                                      
| |                                                                     |                 |              
| | Basic                                                              
| | Earnings before cumulative effect of change in accounting principle | $        0.04   | $        0.09
| | Cumulative effect of change in accounting principle                 | (0.01)          |              
| | Net earnings per common share (basic)                               | $        0.03   | $        0.09
| | Diluted                                                            
| | Earnings before cumulative effect of change in accounting principle | $        0.04   | $        0.09
| | Cumulative effect of change in accounting principle                 | (0.01)          |              
| | Net earnings per common share (diluted)                             | $        0.03   | $        0.09
| |                                                                    
| | WEIGHTED AVERAGE SHARES                                            
| | Basic                                                               | 29,829          | 29,715       
| | Diluted                                                             | 29,925          | 30,097       
| | Comprehensive income (loss):                                        |                 |              
| | Net income                                                          | 997             | 2,627        
| | Other comprehensive income:                                        
| | Unrealized gain/(loss) on securities available for sale             | 26              | (82)         
| | Total comprehensive income                                          | $     1,023     | $     2,545  

The accompanying notes are an integral part of these statements.

---

### THERAGENICS CORPORATION®
                                                STATEMENTS OF CASH FLOWS
                                            (UNAUDITED)
                                       (Amounts in thousands, except per share data)

| |                                                      | Three Months    |             
| | ---------------------------------------------------- | --------------- | ------------
| |                                                      | Ended March 31, |             
| |                                                      | 2003            | 2002        
| | CASH FLOWS FROM OPERATING ACTIVITIES                 |                 |             
| | Net Earnings                                         | $          997  | $      2,627
| | Adjustments to reconcile net earnings to             |                 |             
| | net cash provided by operating activities            |                 |             
| | Cumulative effect of change in accounting principle  | $          222  |             
| | Deferred income taxes                                | 22              | 269         
| | Depreciation & amortization                          | 1,636           | 1,449       
| | Provision for allowances                             | 58              | (42)        
| | Stock based compensation                             | 10              | 17          
| | Income tax benefit from options                      | 5               | 90          
| | Loss on disposal of equipment                        | 3               |             
| | Deferred rent                                        |                 | (1)         
| |                                                      |                 |             
| | Changes in assets and liabilities:                   |                 |             
| | Accounts receivable                                  | (644)           | 22          
| | Inventories                                          | (170)           | (277)       
| | Prepaid expenses and other current assets            | 228             | 350         
| | Trade accounts payable                               | (22)            | 488         
| | Accrued salaries, wages and payroll taxes            | (8)             | (154)       
| | Income taxes payable                                 | 136             | 715         
| | Other current liabilities                            | 154             | 195         
| | Net cash provided by operating activities            | 2,627           | 5,748       
| |                                                      |                 |             
| | CASH FLOWS FROM INVESTING ACTIVITIES                 |                 |             
| | Purchases and construction of property and equipment | (1,532)         | (1,300)     
| | Purchases and maturities of marketable securities    | (2,215)         | (1,395)     
| | Net cash used by investing activities                | (3,747)         | (2,695)     
| |                                                      |                 |             
| | CASH FLOWS FROM FINANCING ACTIVITIES                 |                 |             
| | Exercise of stock options and stock purchase plan    | 289             | 173         
| | Net cash provided by financing activities            | 289             | 173         
| |                                                      |                 |             
| | NET DECREASE IN CASH AND                            
| | SHORT-TERM INVESTMENTS                               | (831)           | 3,226       
| |                                                      |                 |             
| | CASH AND SHORT-TERM INVESTMENTS AT                   |                 |             
| | BEGINNING OF PERIOD                                  | 56,344          | 45,373      
| |                                                      |                 |             
| | CASH AND SHORT-TERM INVESTMENTS AT                   |                 |             
| | END OF PERIOD                                        | $    55,513     | $    48,599 

The accompanying notes are an integral part of these statements.

---

### THERAGENICS CORPORATION®
                                                STATEMENT OF STOCKHOLDERS' EQUITY
                                         FOR THE THREE MONTHS ENDED MARCH 31, 2003
                                                   (UNAUDITED)
                              (Amounts in thousands, except per share data)

| |                               |              |            |           |           | Accumulated   |           
| | ----------------------------- | ------------ | ---------- | --------- | --------- | ------------- | ----------
| |                               | Common Stock | Additional |           | other     |              
| |                               | Number of    | Par value  | paid-in   | Retained  | comprehensive |           
| |                               | shares       | $0.01      | capital   | earnings  | income        | Total     
| | BALANCE, December 31, 2002    | 29,760       | $    298   | $  61,197 | $  80,552 | $        43   | $  142,090
| | Exercise of stock options     | 95           | 1          | 272       |           |               | 273       
| | Employee stock purchase plan  | 5            |            | 17        |           |               | 17        
| | Stock-based compensation      |              |            | 10        |           |               | 10        
| | Unrealized loss on securities |              |            |           |           |               |           
| | available for sale            |              |            |           |           | $   (17)      | (17)      
| | Tax effect from options       |              |            | 5         |           |               | 5         
| | Net earnings for the period   |              |            |           | 997       |               | 997       
| | BALANCE, March 31, 2003       | 29,860       | $    299   | $61,501   | $  81,549 | $     26      | $  143,375

The accompanying notes are an integral part of these statements.

---

# THERAGENICS
CORPORATION®NOTES TO FINANCIAL
STATEMENTS

# MARCH 31, 2003

# (Unaudited)

# NOTE A  BASIS OF
PRESENTATION

The interim financial statements
included herein have been prepared by the Company without audit. These statements reflect
all adjustments that are, in the opinion of management, necessary to present fairly the
financial position, results of operations, cash flows and changes in stockholders
equity for the periods presented. All such adjustments are of a normal recurring nature.
Certain information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted. The Company believes that the financial
statements and disclosures are adequate to make the information not misleading. It is
suggested that these financial statements and notes be read in conjunction with the
audited financial statements and notes for the year ended December 31, 2002, included in
the Form 10-K filed by the Company.

# NOTE B 
DISTRIBUTION AGREEMENTS AND MAJOR CUSTOMERS

The Company sells its
TheraSeed®product directly to health care providers and to third party
distributors. Theragenics also distributes an iodine-based medical device directly
to health care providers. During the first quarter of 2003, the distribution agreement
with one distributor was discontinued upon notification of the acquisition of the
distributor by C. R. Bard, also a TheraSeed® distributor. In addition,
subsequent to the end of the first quarter of 2003, Theragenics was notified that C.
R. Bard has agreed to acquire another TheraSeed® distributor. Currently,
the Company has non-exclusive distribution agreements in place with three companies for
the distribution of TheraSeed®, before giving effect to the pending
acquisition by C. R. Bard. Sales to the original four non-exclusive distributors
represented approximately 83% of total product revenue for the quarter ended March 31,
2003, with sales to two of the four non-exclusive distributors, C. R. Bard and
Medi-Physics, Inc. (d/b/a/ Nycomed Amersham), each exceeding 10% of total revenue for the
quarter. Accounts receivable from the four non-exclusive distributors represented
approximately 75% of accounts receivable at March 31, 2003, with the same two of the four
non-exclusive distributors noted above exceeding 10% of total accounts receivable.

# NOTE C 
CONSTRUCTION IN PROGRESS AND PURCHASE COMMITMENTS

The U.S. Department of Energy (DOE)
has granted Theragenics access to unique DOE technology (plasma separation process
or PSP) for use in production of isotopes, including palladium-103. The
Company has constructed a facility in Oak Ridge, Tennessee to house the equipment,
infrastructure and work force necessary to support the production of isotopes, including
palladium-103, using this DOE technology. The building and the PSP became operational
during the latter half of 2002. Additional equipment in the amount of $3.5 million has not
yet been placed in service and is recorded as construction-in-progress on the accompanying
balance sheet for the period ending March 31, 2003.

---

# THERAGENICS
CORPORATION®NOTES TO FINANCIAL
STATEMENTS-CONTINUED

# MARCH 31, 2003

# (Unaudited)

The Company diversified its product
line during the first quarter with the purchase of the U. S. iodine-125 prostate
brachytherapy business of BEBIG Isotopen-und Medizintechnik GmbH (BEBIG), formerly
distributed by Isotope Products Laboratories (both subsidiaries of a publicly traded
German company, Eckert & Ziegler AG). The purchase gives Theragenics exclusive
U.S. manufacturing and distribution rights to an iodine-based medical device for the
treatment of prostate cancer. Theragenics also acquired BEBIGs assets related
to this operation. Non-exclusive rights to distribute TheraSeed®in Europe
were granted to BEBIG as part of the transaction. Progress payments will be made to BEBIG
based upon completion of pre-defined milestones. Therefore, the timing of all payments and
subsequent delivery and operation of the equipment may vary based on milestone completion.
A total of approximately $1.2 million in progress payments and professional fees have been
made through March 31, 2003.

# NOTE D 
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 July
19, 2000, the Court granted the Companys motion to dismiss the consolidated federal
class action complaint for failure to state a claim against the Company, and granted the
plaintiffs leave to amend their complaint. On August 21, 2000, the plaintiffs filed a
second amended complaint and on March 30, 2001, the Court denied the defendants
motion to dismiss the plaintiffs second amended complaint. The Court also denied the
Companys motion for reconsideration. Subsequently, the court certified the class and
the parties commenced discovery. Discovery in the case is now complete, with the exception
of expert witness depositions. Management believes these charges are without merit and is
opposing the litigation vigorously; however, given the nature and stage of the
proceedings; the ultimate outcome of the litigation cannot be determined at this time.
Accordingly, no provision has been made for any liability that might result from this
litigation.

---

# THERAGENICS
CORPORATION®NOTES TO FINANCIAL
STATEMENTS-CONTINUED

# MARCH 31, 2003

# (Unaudited)

# NOTE E  ACCOUNTING
FOR STOCK-BASED COMPENSATION

The Company has four approved stock
option plans, which in aggregate cover up to five million shares of common stock. The
plans provide for the expiration of options ten years from the date of grant and require
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 three to five-year vesting
period. In December 2002, the FASB issued Statement No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure. FAS 148 amends FAS 123
Accounting for Stock-Based Compensation to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, FAS 148 amends the disclosure requirement
of FAS 123 to require more prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The additional disclosure requirements of
FAS 148 are effective for fiscal years ending after December 15, 2002. The Company
accounts for stock-based compensation for employees under Accounting Principles Board
(APB) Opinion No. 25, Accounting for Stock Issued to
Employees, and elected the disclosure-only alternative under SFAS No. 123,
Accounting for Stock-Based Compensation. No stock-based compensation cost is
included in net earnings, as all options granted have an exercise price equal to the
market value of the stock on the date of grant. In accordance with SFAS No. 148,
Accounting for Stock Based Compensation-Transition and Disclosure, the
following table presents the effect on net earnings and net earnings per share had
compensation cost for the Companys stock plans been determined consistent with SFAS
No. 123 (in thousands, except per share data):

|                                                                    | Three Months Ended
|------------------------------------------------------------------- | ------------------
|                                                                    | March 31,         
|                                                                    | 2003              
|Net earnings, as reported                                           | $                 
|Less:  total stock-based compensation expense determined under fair
|value method for all stock options, net of related income tax      
|benefit                                                             |                   
|Pro forma met earnings                                              | $                 
|Basic and diluted earnings per share:                              
|Basic and diluted earnings per share, as reported                   | $                 
|Basic and diluted earnings per share, pro forma                     | $                 

Fair value was estimated on the grant
date using the Black-Scholes options-pricing model with the following assumptions for
options issued during 2002. There were no options issued during the quarter ended March
31, 2003 nor the quarter ended March 31, 2002.

---

# THERAGENICS
CORPORATION®NOTES TO FINANCIAL
STATEMENTS-CONTINUED

# MARCH 31, 2003

# (Unaudited)

| |                                 | 2002 
| | ------------------------------- | -----
| | Expected dividend yield         | 0.0% 
| | Expected stock price volatility | 71.0%
| | Risk-free interest rate         | 3.0% 
| | Expected life of option (years) | 5.0  

# NOTE F  ASSET
RETIREMENT OBLIGATIONS

In June 2001, the FASB issued
Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement
Obligations, which is effective for the Companys 2003 fiscal year. Under
Statement 143, a future retirement obligation relating to future decommissioning costs of
the Companys equipment and buildings is recorded at present value by discounting the
Companys estimated future asset retirement obligation using the Companys
estimated credit-adjusted borrowing rate. The offset to the liability is capitalized as
part of the carrying amount of the related long-lived asset. The asset retirement
obligation (ARO) has been recorded in the accompanying balance sheet and will be adjusted
to fair value over the estimated useful lives of the assets as an accretion expense.

At January 1, 2003 the Company
adopted Statement 143 and recognized an initial ARO of approximately $478,000 and net
capitalized costs of $126,000. The impact of adopting the Statement was recognized as a
cumulative effect of a change in accounting principle in the amount of approximately
$353,000 ($222,000 after taxes). For the three months ended March 31, 2003, the Company
recognized an increase in the ARO of approximately $9,000, representing the accretion
expense and approximately $8,000 in amortization expense related to the capitalized cost.

The pro forma effects of the
application of Statement 143 as if the Statement had been adopted on January 1, 2002
(rather than January 1, 2003) are presented below:

|                                                 | Three Months Ended
|------------------------------------------------ | ------------------
|Pro forma amounts assuming the accounting change | March 31,         
|is applied retroactively net-of-tax:             | 2003              
|Net earnings                                     | $                 
|Basic and diluted net earnings per common share  | $                 

---

# THERAGENICS
CORPORATION®NOTES TO FINANCIAL
STATEMENTS-CONTINUED

# MARCH 31, 2003

# (Unaudited)

The pro forma asset retirement
obligation liability balances as if Statement 143 had been adopted on January 1, 2001
(rather than January 1, 2003) are as follows:

(in thousands)

|                                              | Three Months Ended
|--------------------------------------------- | ------------------
|                                              | March 31,         
|                                              | 2003              
|Pro forma amounts of liability for asset      |                   
|retirement obligation at beginning of quarter | $                 
|Pro forma amounts of liability for asset      |                   
|retirement obligation at end of quarter       | $                 





# NOTE G  NEW
ACCOUNTING PRONOUNCEMENTS

In December 2002, EITF issued Issue
00-21, or EITF 00-21, Accounting for Revenue Arrangements with Multiple
Deliverables. EITF 00-21 provides guidance on determining whether a revenue arrangement
contains multiple deliverable items and if so, requires revenue be allocated among the
different items based on fair value. EITF 00-21 also requires that revenue on any item in
a revenue arrangement with multiple deliverables not delivered completely must be deferred
until delivery of the item is completed. The effective date of EITF 00-21 for the Company
will be July 1, 2003. The Company does not believe that the adoption of EITF 00-21 will
have a significant impact on its financial statements, as the Companys revenue
arrangements do not involve multiple deliverables.

# NOTE H  REVENUE
RECOGNITION

Product sales represent orders for
the TheraSeed® and I-Seed devices. The implantable radiation devices
produced according to per patient and procedure requirements are sold to third-party
distributors, as well as direct customers. All revenues from product sales are recognized
upon shipment and are generally not returnable. Licensing fees are recognized in the
period to which they relate.

---

# Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Revenues for the first quarter of
2003 were $11.1 million, compared to $11.6 million for the first quarter of 2002, a
decrease of $0.5 million, or 4.6%. In the first quarter of 2003, Theragenics sold
approximately 14% of unit sales directly to customers compared to 15% for the same quarter
in 2002. Total revenues from the Companys palladium-103 (TheraSeed®)
and iodine seed (I-Seed) sales to direct customers were 17% in the first quarter of 2003
compared to 20% exclusively from TheraSeed® sales in the same quarter of 2002. Since
the Companys unit revenue received for the TheraSeed® product from
its direct customers is higher than that received from its distributors, the higher
percentage of distributor sales caused the average selling price of a
TheraSeed® unit to be slightly lower in the first quarter of 2003. Also, a
portion of the volume increase to direct customers was due to iodine seed sales at a much
lower sales price per seed than TheraSeed®, further decreasing the average
price per seed. The average unit sales price decrease combined with a decrease in unit
sales of approximately 8% in the first quarter of 2003 compared to the same period in
2002, contributed to the total revenue decrease.

During the first quarter of 2003, the
Companys distribution agreement with one distributor was discontinued upon
notification of the acquisition of the distributor by C. R. Bard (Bard), also a
TheraSeed® distributor. In addition, subsequent to the end of the first
quarter of 2003, Theragenics was notified that C. R. Bard agreed to acquire another
TheraSeed® distributor. These acquisitions by Bard significantly increase
the concentration of the Companys customers. Loss of, or a material reduction in
orders by, one or more of the Companys major distributors would materially adversely
affect the Companys results of operations unless such sales were replaced by direct
sales or other distributor sales. Although the Company believes that Bard is capable of
assuming sales and customers previously held by the acquired distributors, there is no
guarantee that this will occur. Currently, the Company has non-exclusive distribution
agreements in place with three companies for the distribution of
TheraSeed®, before giving effect to the pending acquisition by C. R. Bard.

During the first quarter, the Company
diversified its product line with the purchase of the U.S. iodine-125 prostate
brachytherapy business of BEBIG Isotopen-und Medizintechnik GmbH (BEBIG), formerly
distributed by Isotope Products Laboratories (both subsidiaries of a publicly traded
German company, Eckert & Ziegler AG). The purchase gives Theragenics exclusive
U.S. manufacturing and distribution rights to an iodine-based medical device for the
treatment of prostate cancer. The Company also procured an automated production line that
is expected to become operational in 2004. Non-exclusive rights to distribute
TheraSeed® in Europe were granted to BEBIG as part of the transaction. The
Company believes that the ability to provide both palladium and iodine devises will
enhance the Companys ability to market to customers who seek a single source for
both palladium and iodine brachytherapy seeds. The product line and equipment purchase
will not affect the Companys existing non-exclusive distribution agreements for
TheraSeed®. Sales of I-Seed were not material in the first quarter.

Licensing fees revenue represents
licensing payments received for the Companys TheraSphere® technology.
Such licensing fees are not expected to become material in the foreseeable future.

Cost of sales was $4.5 million during
the first quarter of 2003, resulting in a gross profit margin of 59.1%, compared with cost
of sales of $3.7 million and a gross profit margin of 68.6% during the first quarter of
2002. Cost of sales increased by approximately $0.9 million in the first quarter of 2003
as expenses such as depreciation for the PSP and building and contract labor costs related
to Oak Ridge operations were included in the costs of sales after the Oak Ridge facility
was put into operation. Also, direct costs related to I-Seed sales contributed to the
decrease in the gross margin in 2003. These costs were partially offset by the transfer to
R&D expense of material and labor associated with the ongoing research and development
(R&D) efforts in the areas of peripheral vascular disease and macular degeneration.
Completion of depreciation of the first of fourteen cyclotrons placed in operation also
contributed to the partial offset. The decrease in revenues and increase in cost of sales
resulted in the gross margin decline of approximately 17.7%.

Selling, general and administrative
(SG&A) expense was $3.4 million, or 30.5% of revenue, during the first quarter of
2003, compared to $3.1 million, or 26.6% of revenue, during the first quarter of 2002, an
increase of $300,000, or 9.7%. The increase in the first quarter of 2003 compared to the
same period in 2002 is primarily due to increases in premiums for directors and officers
insurance and advertising and marketing activities. The Company continued recruitment of
its direct sales force in the first quarter of 2003. The sales force is comprised of
brachytherapy specialists, whose task is to promote and support the TheraSeed® brand.
Salaries and other expenses associated with these specialists and an additional focus on
direct-to-consumer advertising contributed to the increased cost of marketing and sales
activities. The Company expects to sustain its expenditures on marketing activities for
the remainder of 2003.

R&D expenses increased to $1.5
million, or approximately 13.5% of revenue, in the first quarter of 2003, from $933,000,
or approximately 8% of revenue, in the first quarter of 2002. The increase in R&D
expenses was a result of the Companys diversification initiatives geared to expand
the application of palladium-103 to other oncological and non-oncological uses, and to
explore options for using the Companys expertise and capabilities in other areas.
The bulk of these expenses was associated with the Companys peripheral vascular and
macular degeneration programs.

The U.S. Food and Drug Administration
granted an Investigational Device Exemption in August 2002 to initiate the TheraP clinical
trial for treatment of peripheral vascular disease. Theragenics began a clinical
trial using its patented palladium-103 device in the first quarter of 2003. The
Companys device, called the TheraSource Intravascular Brachytherapy System, is
designed to prevent restenosis or renarrowing of the arteries following treatment of
peripheral vascular disease by percutaneous transluminal angioplasty. The trial was
initiated and is continuing at the Fuqua Heart Center at Piedmont Hospital and at St.
Josephs Hospital, both in Atlanta. Preliminary indications from the study are
encouraging, although the study is ongoing and conclusions cannot yet be reached.

Additionally, an animal pilot study
using palladium-103 in a prototype device designed for the treatment of age-related
macular degeneration, a disease that leads to loss of eyesight and in some cases complete
blindness, was completed early in 2002. The Company is currently examining the resources
and specific consultation necessary to proceed. Human clinical trials for macular
degeneration are targeted to commence during 2004.

Management plans to continue to
increase efforts in R&D as its initiatives to diversify move forward, and expects
R&D expenditures to increase accordingly. Such increases in R&D may negatively
affect margins. However, R&D spending is dependent on the complex scheduling of
R&D 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.

Other income, comprising interest
income and non-operating expenses, was $228,000 in the first quarter of 2003 compared to
$211,000 during the first quarter of 2002. The Companys investments consist
primarily of short-term cash investments and high-credit quality municipal obligations, in
accordance with the Companys investment policies. While additional funds were
available for investment during the first quarter of 2003, the continued deteriorating
interest rate environment during 2003 has reduced the effective returns on a significant
portion of the Companys investments. Funds available for investment have and will
continue to be utilized for the Companys current and future expansion programs,
R&D activities, and strategic opportunities for growth and diversification. As funds
continue to be used for these programs and activities, and as interest rates continue to
change, management expects other income to fluctuate accordingly.

The Companys effective income
tax rate was approximately 37% for the first quarter of 2003 and 2002. The Companys
income tax rate in each period was lower than the statutory rates primarily due to the
recognition of tax credits generated by the Companys investments in its research
activities and tax-exempt interest income.

Management believes that the
brachytherapy industry continues to be affected by the recent changes in medicare
reimbursement, declining prices for iodine-125 products and on-going consolidation in the
industry, including the distributors of TheraSeed®. At any point in time,
Theragenics and/or its non-exclusive distributors may change their respective
pricing policies for the TheraSeed®or I-Seed (in the case of
Theragenics) device 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 the TheraSeed®or I-Seed device
and could have a favorable effect or prevent an unfavorable effect on market share and
volumes. Conversely, the Company and its non-exclusive distributors could individually and
independently decide to maintain per unit pricing under certain competitive situations
that could adversely affect current or potential market share and volumes.

Critical Accounting
Policies

The financial statements of
Theragenics Corporation® are prepared in conformity with accounting principles
generally accepted in the United States of America. Management is required to make certain
estimates, judgments and assumptions that we believe are reasonable based upon the
information available. These estimates and assumptions affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the periods presented. The significant accounting policies
which we believe are the most critical to aid in fully understanding and evaluating our
reported financial results include the following:

Allowance for doubtful accounts.Management judgments and estimates are made and used in connection with establishing
an allowance for the possibility that portions of our accounts receivable balances may
become uncollectible. Accounts receivable are reduced by this allowance. Specifically,
management analyzes accounts receivable in relation to current economic trends and changes
in our customer payment history in establishing this allowance. The accounts receivable
balance, net of the provision for this trade accounts receivables allowance of $167,000,
was approximately $5.4 million as of March 31, 2003.

Property, plant and equipment.Property, plant and equipment are recorded at cost and depreciated on a straight-line
basis over the estimated useful lives of such assets. The Companys estimates can
result in differences from the actual useful lives of certain assets. We currently own and
operate 14 cyclotrons, the first of which entered service in 1993. Each of the
Companys cyclotrons is depreciated using an estimated 10-year life. The cyclotrons
incorporate a number of proprietary design modifications that render the cyclotrons unique
to commercial applications. Managements estimate of the useful life of these
cyclotrons is based on the Companys experience to date with these cyclotrons. Based
on experience gained relative to the operation, repair, refurbishment, and maintenance of
the cyclotrons, management believes there is a substantive basis for the current
depreciable lives of the cyclotrons. Although the older cyclotrons require increased
costs, the material harvested from each machine is imperative to ongoing operations and
the Companys current research and development initiatives. Therefore, all of the
cyclotrons, including the older machines, remain in service.

The DOE has granted Theragenics
access to unique DOE technology, known as the plasma separation process (PSP), for use in
production of isotopes, including palladium-103. The PSP equipment was placed in service
during the second half of 2002 and is depreciated using an estimated 15-year life. The PSP
equipment utilizes specialized, unique technology. Management will continue to
periodically examine estimates used for depreciation for reasonableness in relation to the
cyclotrons and PSP equipment. If the Company determines that the useful life of property,
plant or equipment should be shortened or lengthened, depreciation expense would be
adjusted accordingly for the remaining useful life (lives) of the identified asset(s).

Liquidity and Capital
Resources

The Company had cash, short-term
investments and marketable securities of $69.7 million at March 31, 2003, compared to
$68.3 million at December 31, 2002. Marketable securities consist primarily of short-term
cash investments and 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, partially offset by
capital expenditures. Working capital was $76.4 million at March 31, 2003, compared to
$74.7 million at December 31, 2002. The Company also has an Unsecured Credit Agreement
with a financial institution that provides for maximum borrowings of $40 million under two
lines of credit, and an additional uncommitted $10 million line of credit. The Unsecured
Credit Agreement expires in August 2003. Letters of credit totaling approximately $933,000
were outstanding under the terms of the Unsecured Credit Agreement as of March 31, 2003.
No borrowings were outstanding under the Unsecured Credit Agreement as of March 31, 2003.

Cash provided by operations was $2.6
million and $5.7 million during the first quarters of 2003 and 2002, respectively. Cash
generated from operations consists of net earnings plus non-cash expenses such as
depreciation, amortization, and changes in balance sheet items such as accounts
receivable, inventories, prepaid expenses and payables. Inventories increased
approximately $170,000 in the first quarter of 2003 primarily due to shipping supply
inventory increases to accommodate the commencement of the I-Seed sales. Income taxes
payable increased approximately $136,000 in the first quarter of 2003. Income taxes
payable did not increase at the same rate in 2003 when compared to the first quarter of
2002 for several reasons. First, the earnings before income tax and cumulative effect of
change in accounting principle were approximately half the amount of the earnings before
income taxes in the first quarter of 2002. Secondly, there were prepaid income taxes at
year-end 2002 that offset the income taxes liability for the first quarter 2003.
Depreciation and amortization increased to $1.6 million in the first quarter of 2003
compared to $1.4 million in the same period of 2002 primarily due to the depreciation of
the building and equipment placed in service at the Oak Ridge facility during the latter
half of 2002. The increase in depreciation and amortization contributed by the Oak Ridge
facility and equipment was partially offset by the completion of the depreciable life of
one cyclotron mid way through the first quarter of 2003. Additionally, there was a
$644,000 increase in accounts receivable as a result of increases in direct to customer
sales in the first quarter of 2003 from the fourth quarter of 2002 for both
TheraSeed® and I-Seed brachytherapy devices. Changes in prepaid expenses
and accounts payable is due to timing of payments and expenses at the quarter ending March
31, 2003.

Capital expenditures totaled $1.5
million and $1.3 million during the first quarter of 2003 and 2002, respectively. This
spending related primarily to the Companys purchase of the U. S. iodine-125 prostate
brachytherapy business of BEBIG (see Results of Operations above). The
Company procured an automated production line as part of the agreement that is expected to
become operational in 2004. Progress payments will be made to BEBIG based upon completion
of pre-defined milestones. Therefore, the timing of all payments and subsequent delivery
and operation of the equipment may vary based on milestone completion. A total of
approximately $1.2 million in progress payments and capitalized professional fees have
been incurred through March 31, 2003.

The Company has constructed a
facility in the Oak Ridge, Tennessee area to house the equipment, infrastructure and work
force intended to support the production of isotopes, including palladium-103, using DOE
technology. Construction costs of approximately $27 million have been incurred on the PSP
Project through March 31, 2003. The building and PSP became operational during the latter
half of 2002. Additional equipment in the amount of $2.8 million related to the Oak Ridge
facility is expected to become operational during 2003.

The Company expects that R&D
spending will continue at the current level or will increase (see Results of
Operations, above). At this time, routine capital expenditures, and the purchase
of the equipment and facility renovations related to the iodine line, are expected to
reach approximately $12 million during 2003. Cash could also be used in 2003 for increased
marketing and TheraSeed®support activities (see Results of
Operations above), and in the pursuit of diversification efforts such as the
purchase of technologies, products or companies.

In addition to capital expenditures,
cash used by investing activities include $4.1 million used to purchase marketable
securities, offset by maturities of other investments amounting to $1.9 million.
Marketable securities, consisting primarily of short-term cash investments and high-credit
quality municipal obligations, are purchased in accordance with the Companys
investment policies. The Company expects to continue to invest cash as available.

Cash provided by financing activities
was $289,000 and $173,000 in the first quarter of 2003 and 2002, respectively, consisting
of cash proceeds from the exercise of stock options and the Companys Employee Stock
Purchase Plan.

The Company believes that current
cash and investment balances and cash from future operations and credit facilities, will
be sufficient to meet its current 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.

Medicare Developments

Previously, Theragenics
TheraSeed® device and other brachytherapy seeds fell within various
transitional pass-through codes, which were separate from the procedure
payment codes that comprise much of Medicares Outpatient Prospective Payment System
(OPPS). On April 1, 2002, The Centers for Medicare and Medicaid Services (CMS) implemented
changes in hospital payments for brachytherapy and other services provided under
Medicares OPPS for the remainder of 2002. Through December 31, 2002, CMS bundled a
portion of pass-through reimbursement for all brachytherapy seeds and other devices with
the associated procedure codes, thereby effectively sheltering seeds from pro rata
reductions that would otherwise have applied under current Medicare Law. To the
extent that these pass-through device costs exceeded the bundled amount, the remaining
cost was subject to a 63.6% pro-rated reduction in reimbursement.

On November 1, 2002, CMS issued
its rule for 2003 Medicare OPPS reimbursement. Under the new rule, CMS bundled the costs
of the brachytherapy procedure, as well as the costs for catheters, needles and all seeds,
into two new codes for prostate brachytherapy (one for palladium-103 and one for
iodine-125). By creating two codes and setting separate reimbursement amounts in the final
rule for palladium-103 seed brachytherapy (including the TheraSeed® device)
and iodine-125 seed brachytherapy (including the I-Seed device), CMS made an important,
positive change compared to its initial proposal published on August 9, 2002.
Specifically, the per patient amount under the 2003 final rule for palladium-103 prostate
brachytherapy exceeds the original payment amount proposed in August 2002 for both
palladium-103 and iodine-125. The 2003 per patient amount for palladium-103 prostate
brachytherapy also exceeds the 2003 payment amount for iodine-125 prostate brachytherapy.
To the extent that the brachytherapy costs exceed the bundled amount, the remaining cost
may no longer be submitted for reimbursement.

Medicare reimbursement for
brachytherapy continues to create confusion for hospitals and doctors. Management
continues to closely monitor any effects of the new reimbursement structure on the
brachytherapy market as it continues to evaluate pricing, marketing and distribution
strategies.

Theragenics has been pursuing,
and will continue to pursue avenues to attempt to address the reimbursement structure set
forth by CMS. Theragenics is continuing its efforts to assist policymakers in
formulating and revising Medicare policies to recognize the unique aspects of
classification and reimbursement that apply to the TheraSeed® device and
recognize its superior characteristics compared to other avenues of treatment. These
efforts include working with policymakers to implement legislation which would create more
favorable reimbursement for brachytherapy devices. Also, in 2002 the Company engaged a
consulting firm specializing in reimbursement practices to help communicate brachytherapy
reimbursement guidelines to customers.

Forward Looking and
Cautionary 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, marketing and
distribution efforts, third-party reimbursement, CMS policy, sales mix, effectiveness of
non-exclusive distribution agreements, pricing for the TheraSeed® device,
future cost of sales, R&D efforts and expenses, inventory investment, SG&A
expenses, other income, timing and ultimate outcome of the Companys activities in
restenosis, macular degeneration and other diversification efforts, potential new products
and opportunities, the PSP project, the development of new markets and technologies, the
capabilities of the PSP to produce enriched isotopes, opportunities for isotopes produced
by Theragenics, the identification and development of new markets and applications
for isotopes, Theragenics plans and strategies for diversification, 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
statements relating to anticipated financial performance, business prospects,
technological developments, other 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, risks associated with customer
concentration and consolidation among non-exclusive distributors, potential costs and
delays in capacity expansion and start-up, (especially as it relates to the PSP project
and the Iodine line and automated equipment purchase from BEBIG), the actual start-up for
the PSP project, the actual installation of the automated equipment for the Iodine line,
the iodine product line, potential changes in product pricing and competitive conditions,
continued acceptance of TheraSeed® or the I-Seed devices by the market,
management of growth, acceptance and efficacy of pallidium-103 for other applications,
adverse changes in governmental program priorities and budgetary funding by the relevant
governmental authorities, government regulation of the therapeutic radiological
pharmaceutical and device business, potential changes in third-party reimbursement, risks
associated with market development activities, inability of the PSP to produce isotopes
suited for a particular application, potential inability to produce selected isotopes at
costs competitive to other options, risks associated with governmental regulations and
related export controls and security requirements for PSP products. All forward looking
statements and cautionary statements included in this document are made as of the date
hereby based on information available to the Company as of the date hereof, and the
Company assumes no obligation to update any forward looking statement or cautionary
statement.

# Item 3. Quantitative and
Qualitative Disclosures About Market Risk

The Companys market risk
exposure related to market risk sensitive financial instruments is not material. Letters
of credit totaling approximately $933,000 were outstanding under the terms of the
Unsecured Credit Agreement as of March 31, 2003. No borrowings were outstanding under the
Unsecured Credit Agreement as of March 31, 2003.

# Item 4. Controls and
Procedures

Within 90 days prior to the date of
this report, the Company carried out an evaluation, under the supervision and with the
participation of the Companys management, including the Companys President and
Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the
design and operation of the Companys disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, the Companys President and
Chief Executive Officer and its Chief Financial Officer concluded that the Companys
disclosure controls and procedures are effective in alerting them on a timely basis to
material information relating to the Company that is required to be included in the
Companys periodic filings with the Securities and Exchange Commission. Furthermore,
with regard to the Companys internal controls, there have been no significant
changes in the Companys internal controls or, to the Companys knowledge, in
other factors that could significantly affect these internal controls subsequent to the
date the Company carried out its evaluation. Management necessarily applied its judgment
in assessing the costs and benefits of such controls and procedures, which, by their
nature, can provide only reasonable assurance regarding managements control
objectives.

# PART II. OTHER
INFORMATION

# Item 1. Legal
Proceedings.

See Note D to the Companys
financial statements included in Part I, Item 1 of this report, which is incorporated by
reference hereby.

# Item 6. Exhibits and
Reports on Form 8-K.

Exhibits

Exhibit
No.       Title

|99.1 |  | Certification of Chief Executive Officer Pursuant of Section 1350, Chapter 63 of Title 18,
United States Code, as Adopted to Section 906 of the Sarbanes-Oxley Act of 2002.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|99.2 |  | Certification of Chief Financial Officer Pursuant to Section 1350, Chapter 63 of Title 18,
United States Code, as Adopted to Section 906 of the Sarbanes-Oxley Act of 2002.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

No reports on Form 8-K were filed
during the quarter ended March 31, 2003. On April 22, 2003, the Company furnished a
Current Report on Form 8-K that included a press release issued on April 22, 2003,
announcing the Companys financial results for the quarter ended March 31, 2003.

---

#### 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.

| | (Registrant)                         
| | -------------------------------------
| | THERAGENICS CORPORATION®             
| |                                      
| | By:/s/ M. Christine Jacobs           
| | M. Christine Jacobs                  
| | Chief Executive Officer              
| |                                      
| | By:/s/ James A. MacLennan            
| | James A. MacLennan                   
| | Treasurer and Chief Financial Officer

Dated: May 15, 2003

---

#### Certification

I, M. Christine Jacobs, President and Chief Executive Officer, certify that:

|1. | I have reviewed this quarterly report on Form 10-Q of Theragenics Corporation (the "Registrant");
|-- | -------------------------------------------------------------------------------------------------

|2. | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The Registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the Registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The Registrants other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrants auditors and the
audit committee of Registrants board of directors (or persons performing
the equivalent function):
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all significant deficiencies in the design or operation of internal controls
which could adversely affect the Registrants ability to record, process,
summarize and report financial data and have identified for the
Registrants auditors any material weaknesses in internal controls; and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrants internal
controls; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | The Registrants other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 15, 2003

/s/ M. Christine JacobsM. Christine Jacobs         
          
      
President and Chief Executive Officer

---

#### Certification

I, James A. MacLennan,  Chief Financial Officer, certify that:

|1. | I have reviewed this quarterly report on Form 10-Q of Theragenics Corporation (the "Registrant");
|-- | -------------------------------------------------------------------------------------------------

|2. | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The Registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the Registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The Registrants other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrants auditors and the
audit committee of Registrants board of directors (or persons performing
the equivalent function):
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | all significant deficiencies in the design or operation of internal controls
which could adversely affect the Registrants ability to record, process,
summarize and report financial data and have identified for the
Registrants auditors any material weaknesses in internal controls; and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | d) | any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrants internal
controls; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | The Registrants other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 15, 2003

/s/ James A. MacLennan
                                                                       James A. MacLennan     
                                                                       Chief Financial Officer