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 June 30, 1999

                                       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 or other jurisdiction of (I.R.S. Employer
              incorporation or organization) 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 ___


As of August  13,  1999 the  number of  shares  of $.01 par value  common  stock
outstanding was 29,501,518.




<PAGE>



                             THERAGENICS CORPORATION

                                TABLE OF CONTENTS



PART I.  FINANCIAL INFORMATION:

      ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)                        PageNo.

          Balance  Sheets - December  31, 1998 and June 30, 1999 . . . . .3

          Statements of Earnings for the three and six months ended
                  June 30, 1998 and 1999 . . . . . . . . . . . . . . . . .5

          Statements of Cash Flows for the six months ended
                 June 30, 1998 and 1999 . . . . . . . . . . . . . . . . . 6

          Statement of Changes in Stockholders' Equity for the six
                   months ended June 30, 1999 . . . . . . . . . . . . . . 7

          Notes to Financial Statements . . . . . . . . . . . . . . . . . 8

      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS . . . . . . . . .10

      ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                    MARKET RISK . . . . . . . . . . . . . . . . . . . . .16

PART II.  OTHER INFORMATION

      ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . .  16

      ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS . . .16

      ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . 16


SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17





<PAGE>


<TABLE>



                                            THERAGENICS CORPORATION
                                                 BALANCE SHEETS
                                      December 31, 1998 and June 30, 1999
                                                     (Unaudited)
<CAPTION>

                                                                     December 31,                 June 30
                                                                        1998                        1999
                                                                 -------------------        ---------------------

ASSETS

CURRENT ASSETS

<S>                                                              <C>                        <C>
Cash and short-term investments                                          19,541,662                  17,739,549
Marketable Securities                                                     6,830,266                  14,348,862
Trade Accounts Receivable                                                 7,000,446                   5,539,288
Inventories                                                                 780,825                     861,785
Deferred income tax asset                                                   210,000                     310,000
Prepaid expenses and other current assets                                   579,132                     644,594
                                                                 -------------------        --------------------

      TOTAL CURRENT ASSETS                                               34,942,331                  39,444,078

PROPERTY AND EQUIPMENT

Buildings and improvements                                               17,425,990                  17,472,524
Leasehold improvements                                                      154,234                     154,234
Machinery and equipment                                                  25,570,513                  28,586,364
Office furniture and equipment                                              333,816                     373,699
                                                                 -------------------        --------------------

                                                                         43,484,553                  46,586,821
Less accumulated depreciation and
  amortization                                                           (7,031,902)                 (8,802,163)
                                                                 -------------------        --------------------

                                                                         36,452,651                  37,784,658

Land                                                                        848,359                     848,359
Construction in progress                                                 15,957,453                  19,259,506
                                                                 -------------------        --------------------

      TOTAL PROPERTY AND EQUIPMENT                                       53,258,463                  57,892,523

OTHER ASSETS                                                                 71,782                      67,055
                                                                 -------------------        --------------------

          TOTAL ASSETS                                                   88,272,576                  97,403,656
                                                                 ===================        ====================

</TABLE>


<PAGE>



<TABLE>


                                             THERAGENICS CORPORATION
                                                  BALANCE SHEETS
                                       December 31, 1998 and June 30, 1999
                                                   (Unaudited)

<CAPTION>
                                                                       December 31,                  June 30
                                                                          1998                        1999
                                                                   --------------------        --------------------


LIABILITIES & STOCKHOLDERS'  EQUITY

CURRENT LIABILITIES
<S>                                                                <C>                         <C>
Accounts Payable
    Trade                                                                      627,679                     972,519
    Construction                                                               359,339                          --
Accrued salaries, wages and payroll taxes                                      498,863                     493,848
Income taxes payable                                                           165,182                   1,065,182
Other current liabilities                                                      316,161                     439,459
                                                                   --------------------        --------------------

      TOTAL CURRENT LIABILITIES                                              1,967,224                   2,971,008

LONG TERM LIABILITIES

Deferred income taxes                                                        1,920,000                   2,610,000
Other
                                                                                --                          22,244
                                                                   --------------------        --------------------
                                                                             1,920,000                   2,632,244
STOCKHOLDERS' EQUITY

Common stock, $.01 par value, 100,000,000
  shares authorized; 29,405,571 and 29,498,109
  issued and outstanding                                                       294,056                     294,981
Additional paid-in capital                                                  58,921,414                  59,398,213
Retained earnings                                                           25,169,882                  32,107,210
                                                                   --------------------        --------------------

      TOTAL STOCKHOLDERS' EQUITY                                            84,385,352                  91,800,404

          TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY                                              88,272,576                  97,403,656
                                                                   ====================        ====================


</TABLE>


The accompanying notes are an integral part of these statements.


<PAGE>

<TABLE>


                                                    THERAGENICS CORPORATION
                                                    STATEMENTS OF EARNINGS
                                                          (Unaudited)
<CAPTION>


                                                       Three Months Ended                           Six Months Ended
                                                             June 30,                                   June 30,
                                             -----------------------------------------   ---------------------------------------
                                                    1998                  1999                  1998                1999
                                             -------------------   -------------------   -------------------  ------------------

REVENUE


<S>                                          <C>                   <C>                   <C>                  <C>
Product sales - affiliate                            $8,673,404           $11,066,242           $16,913,389         $20,171,799
Product sales - non affiliates                           15,456                29,638                31,418              63,300
Licensing Fees                                           25,000                25,000                50,000              50,000

                                             -------------------   -------------------   -------------------  ------------------
                                                      8,713,860            11,120,880            16,994,807          20,285,099

COSTS AND EXPENSES

Cost of sales                                         2,414,351             3,186,747             4,602,786           6,566,532
Selling, general & administrative                     1,306,961             1,761,133             2,644,488           3,167,688
Research & development                                   48,527               140,172                89,938             279,909
                                             -------------------   -------------------   -------------------  ------------------

                                                      3,769,839             5,088,052             7,337,212          10,014,129

OTHER INCOME (EXPENSE)

Interest income                                         316,924               364,923               767,636             641,652
Interest and financing costs                            (7,549)              (18,721)              (23,653)            (24,860)
Other                                                  (11,877)                 (225)               (2,940)               3,266
                                             -------------------   -------------------   -------------------  ------------------

                                                        297,498               345,977               741,043             620,058

Earnings before income taxes                          5,241,519             6,378,805            10,398,638          10,891,028

Income tax expense                                    1,908,090             2,322,000             3,764,653           3,953,700
                                             -------------------   -------------------   -------------------  ------------------

NET EARNINGS                                         $3,333,429            $4,056,805            $6,633,985          $6,937,328
                                             ===================   ===================   ===================  ==================



NET EARNINGS PER COMMON SHARE

  Basic                                                   $0.11                 $0.14                 $0.23               $0.24
  Diluted                                                 $0.11                 $0.14                 $0.22               $0.23

WEIGHTED AVERAGE SHARES

  Basic                                              29,190,950            29,473,785            29,138,098          29,450,263
  Diluted                                            30,479,196            29,866,229            30,466,123          29,865,692

</TABLE>


The accompanying notes are an integral part of these statements.



<PAGE>

<TABLE>


                                                   THERAGENICS CORPORATION
                                                 Statements of Cash Flows
                                     FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1999
                                                        (Unaudited)

<CAPTION>
                                                                                               Six Months
                                                                                              Ended June 30,
                                                                            ----------------------------------------------
                                                                                       1998                  1999
                                                                             --------------------   ---------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                          <C>                    <C>
  Net Earnings                                                                $     6,633,985        $     6,937,328
  Adjustments to reconcile net earnings to
  net cash provided by operating activities
    Deferred income taxes                                                             107,000                590,000
    Depreciation & amortization                                                       831,132              1,770,261
    Deferred Rent                                                                    --                       20,244
    Stock based compensation                                                         --                      137,838
Changes in assets and liabilities:
   Accounts Receivable                                                               (481,863)             1,461,158
   Inventories                                                                       (175,595)               (80,960)
   Refundable Income Tax                                                             (152,165)
                                                                                                                  --
   Prepaid expenses and other current assets                                         (245,165)               (65,462)
   Other assets
                                                                                     404                       4,727
   Trade accounts payable                                                            (966,782)               (14,499)
   Accrued salaries, wages and payroll taxes                                         (242,167)                (5,015)
   Income taxes payable                                                              (845,364)               900,000
   Other current liabilities                                                          187,911                123,298
                                                                               ----------------       -----------------

     Total adjustments                                                             (1,982,654)             4,843,589
                                                                               ----------------       -----------------

       Net cash provided by operating activities                                    4,651,331             11,780,918

CASH FLOW FROM INVESTING ACTIVITIES
  Purchases and construction of property and equipment                            (16,329,722)            (6,404,321)
  Purchases and maturities of marketable securities                                   250,000             (7,518,596)
                                                                               ----------------       -----------------

      Net Cash from investing activities                                          (16,079,722)           (13,922,917)

CASH FLOW FROM FINANCING ACTIVITIES:
  Proceeds from exercise of stock options and warrants                                269,268                339,886
                                                                               ----------------       -----------------

      Net Cash provided by financing activities                                       269,268                339,886

NET INCREASE (DECREASE) IN CASH AND
  SHORT-TERM INVESTMENTS                                                         (11,159,123)             (1,802,113)

CASH AND SHORT-TERM INVESTMENTS AT
  BEGINNING OF PERIOD                                                             30,161,614              19,541,662
                                                                               ----------------       -----------------

CASH AND SHORT-TERM INVESTMENTS AT
  END OF PERIOD                                                              $    19,002,491        $     17,739,549
                                                                               ================       =================

</TABLE>

The accompanying notes are an integral part of these statements.


<PAGE>


<TABLE>


                                                        THERAGENICS CORPORATION
                                                   STATEMENT OF STOCKHOLDERS' EQUITY
                                                FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                                              (UNAUDITED)

<CAPTION>


                                                       Common Stock
                                                  ------------------------------  Additional
                                                    Number of        Par value     paid-in          Retained
                                                     shares            $0.01       capital          earnings             Total
                                                  ------------- --------------- --------------   --------------   ------------------

<S>               <C> <C>                         <C>            <C>            <C>              <C>                <C>
BALANCE, December 31, 1998                         29,405,571     $294,056       $58,921,414       $25,169,882        $84,385,352

Exercise of stock options and warrants                 88,450          884           306,325                              307,209

Stock-based compensation                                  --                         137,838                              137,838

Shares issued under employee stock purchase plan        4,088           41            31,936                               31,977

Income tax benefit from exercise of stock
 options and early disposition of shares                                                 700                                  700

Net earnings for the period                                                                           6,937,328         6,937,328
                                                  -------------  -------------- -------------    ---------------    ----------------

   BALANCE, June 30, 1999                           29,498,109     $294,981      $59,398,213        $32,107,210       $91,800,404
                                                  =============  ============== =============    ===============    ================


</TABLE>


         The accompanying notes are an integral part of these statements.





<PAGE>




THERAGENICS CORPORATION

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
(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  which are, in
the opinion of management,  necessary to present fairly the financial  position,
results of operations,  cash flows and the 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 generally accepted accounting  principles
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,
1998, included in the Form 10-K filed by the Company.

NOTE B - CONSTRUCTION IN PROGRESS AND PURCHASE COMMITMENTS

Construction  in progress  consists  primarily of payments made toward a project
for  construction  of  manufacturing  equipment and facilities  expansion.  This
project is expected to be  substantially  completed in phases  during 1999.  The
Company expects to invest an additional  $11.3 million to complete the remaining
phases of this project. Of the remaining $11.3 million of purchase  commitments,
approximately  $5.4  million was  denominated  in Belgian  Francs,  based on the
period end rate of exchange.

Included in  construction  in progress  at June 30, 1999 are  progress  payments
totaling  approximately  $4.2 million related to equipment being  constructed in
Belgium.  Upon completion of construction,  the equipment will be transported to
the United States and installed in the Company's U.S. manufacturing facilities.

In April 1999 the Company announced that the U.S. Department of Energy (DOE) has
granted  Theragenics  access to unique DOE  technology  for use in production of
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.  This  project  is  expected  to  enable  the  Company  to
significantly  increase  its  production  capacity and allow for expanded use of
Pd-103 and  TheraSeed(R)  beyond  treatment  of  prostate  cancer to new medical
applications.  The  Company  expects  to  construct  a  facility  in Oak  Ridge,
Tennessee to house the  equipment,  infrastructure  and work force  necessary to
support the production of Pd-103 using this DOE technology.  The Company expects
to invest  approximately  $25  million  over the next three  years to build this
manufacturing  and R&D facility,  with less than $7 million expected to be spent
during 1999.  Construction costs of approximately $200,000 have been incurred on
this project as of June 30, 1999 and are included in construction in progress.


NOTE C - LITIGATION

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. The complaints seek
unspecified  damages. No answer or otherwise  responsive papers are yet due from
the defendants.  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.  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.



<PAGE>


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

Results of Operations

Revenues

Revenues for the quarter and six months ended June 30, 1999 increased $2,407,000
or 27.6%,  and  $3,290,000  or 19.4%,  respectively,  over the  comparable  1998
periods.  The increase in revenues was supported by the additional cyclotron and
assembly  capacity.  Eight  cyclotrons  were in service during the first half of
1999, compared to four cyclotrons in service during the comparable 1998 period.

Sales for the second  quarter of 1999  increased from the first quarter of 1999,
reversing a softness in sales  initially  experienced  in the fourth  quarter of
1998. As stated in the Company's  March 31, 1999 Form 10-Q,  and in its December
31, 1998 Form 10-K,  the  Company's  marketing  partner,  Indigo  Medical,  Inc.
(Indigo),  a Johnson  and  Johnson  company,  advised  the  Company  that it was
adjusting its sales and marketing  strategies  primarily by increasing the focus
on  marketing  efforts  directed to patients.  While sales have  improved in the
second quarter of 1999,  Indigo has advised the Company that it is continuing to
adjust its sales and marketing efforts.

The Balanced Budget Act of 1997 provides for reductions in Medicare spending and
prospective payment reform on health care purchasing levels and payment streams.
The proposed rules  implementing a new  prospective  payment system for Medicare
reimbursement  of outpatient  services  could reduce  reimbursement  for medical
devices,  including seeds. The proposed rules are not expected to be implemented
until sometime in 2000, and have generated extensive comments. The ultimate form
and  timing  of  the   implementation   of  a  prospective   payment  system  on
reimbursement for brachytherapy  procedures,  and the impact thereof, if any, is
uncertain at this time.  If a prospective  payment  system is  implemented  that
reduces   reimbursement  to  health  care  providers  for  brachytherapy   using
Theraseed(R),  sales may be  adversely  affected.  The  Company  and  Indigo are
actively  working  to limit the  potential  impact of the  proposed  prospective
payment system, if any, on reimbursement for seeding using Theraseed(R).


Costs and Expenses

Cost of sales for the  quarter  and six  months  ended June 30,  1999  increased
$772,000 or 32.0%,  and $1,964,000 or 42.7%,  respectively,  over the comparable
1998 periods.  Cost of sales as a percentage  of revenue  increased to 28.7% for
the quarter  ended June 30, 1999 from 27.7%  during the second  quarter of 1998,
and to 32.4%  during  the six  months  ended  June 30,  1999 from  27.1% for the
comparable 1998 period.  These increases were attributable to an increase in the
manufacturing   fixed  cost  base  as  depreciation  and  other  fixed  expenses
associated with additional  cyclotrons and new manufacturing  facilities,  which
were not in  service  during the first half of 1998,  were  incurred  during the
first half of 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.  With
cyclotron  numbers nine through  thirteen  expected to be brought on line during
the last  half of 1999,  cost of  product  sales are  expected  to  continue  to
increase as a percent of revenue to the extent that additional cyclotrons create
capacity  more  rapidly than the growth in demand.  Additionally,  the number of
production  related  employees  during the 1999  periods  was  greater  than the
comparable 1998 periods due to the Company's increased operations.

Selling,  general and  administrative  ("SG&A") expenses for the quarter and six
months  ended June 30, 1999  increased  by $454,000  or 34.7%,  and  $523,000 or
19.8%, respectively,  over the comparable 1998 periods. These increases were due
to increases in compensation and benefits as a result of the increasing scope of
the  Company's  operations,  and  increases  in  legal  and  professional  fees.
Increases in legal and professional  fees related primarily to services provided
in connection with the Company's expansion programs.

Research and development  ("R&D") expenses  increased to $140,000 for the second
quarter of 1999,  from $49,000 for the second  quarter of 1998. R&D expenses for
the six months ended June 30, 1999  increased to $280,000,  from $90,000 for the
comparable  1998  period.  These  increases  in R&D were  primarily  a result of
development efforts to improve the Company's  proprietary  production processes.
In connection with the Company's efforts to enhance its production processes and
its  objective to expand the  application  of Pd-103 and  TheraSeed(R)  to other
oncological and non-oncological uses, management plans to significantly increase
efforts and investment in research and  development  in 1999.  R&D  expenditures
during  1999  could be more than  three  times  the 1998  levels.  However,  R&D
spending is dependent on appropriate  opportunities arising so no assurances can
be  made as to  spending  amounts.  As a  result,  R&D  expenses  may  fluctuate
significantly from period to period.

In April 1999 the Company announced that the U.S. Department of Energy (DOE) has
granted  Theragenics  access to unique DOE  technology  for use in production of
Pd-103 (See "Liquidity and Capital  Resources"  below). The Company expects that
the use of this  technology and the related  infrastructure  will  significantly
increase the Company's production capacity for Pd-103. In addition,  the Company
expects  that  this  increased  production  capacity  will make  additional  R&D
resources and opportunities  available as that technology  becomes  operational,
which is not expected before 2001.

Other income for the six months ended June 30, 1999  decreased by $121,000  from
the comparable  period in 1998.  This was due to less funds being  available for
investment  purposes,  primarily  during the first  quarter of 1999, as compared
with 1998.  Interest  income for the second quarter of 1999 increased by $48,000
over the  second  quarter  of 1998.  This was due to  increased  cash  flow from
operations during the second quarter of 1999 and a change in the mix of invested
funds.  During the  second  quarter of 1999,  the  Company  was able to invest a
greater proportion of its available cash in investment grade bonds,  rather than
short-term cash investments, resulting in a higher yield. Investment grade bonds
consist primarily of high-credit quality municipality  obligations in accordance
with the Company's investment policies.  Funds available for investment have and
will  continue to be utilized  for the  Company's  current and future  expansion
programs.  As funds  continue  to be used  for  expansion  programs,  management
expects other income to decline accordingly.

The Company's  effective income tax rate was  approximately  36% for all periods
presented.

Liquidity and Capital Resources

The Company had cash and  short-term  investments  of $17.7  million at June 30,
1999  compared  to  $19.5  million  at  December  31,  1998.  The  decrease  was
attributable  to cash  provided by operations of $11.8 million and cash provided
by financing activities of $300,000, offset by cash used by investing activities
of $13.9 million.

Operating  activities  for the six months  ended June 30, 1999  generated  $11.8
million in cash.  This  primarily  consisted  of net  earnings of $6.9  million,
depreciation  and deferred  income taxes,  which are non cash expenses,  of $1.8
million and $600,000,  respectively,  a decrease in accounts  receivable of $1.5
million and an increase in income taxes payable of $900,000.

Cash used by  investing  activities  was $13.9  million for the six months ended
June 30, 1999,  comprised of $6.4 million for capital  expenditures and $7.5 for
net investments in marketable  securities.  Capital expenditures are expected to
increase  significantly  throughout 1999. These expenditures relate primarily to
capital  expansion  projects  including  the  addition  of  cyclotrons  and  new
manufacturing  and  support  facilities,  including  investments  related to the
Company's agreement with the U.S. Department of Energy (see below).

Currently  there are eight  cyclotrons  in operation  marking the  completion of
Phase I of an expansion project. Additional phases of this project are currently
underway,  consisting of the purchase of six additional cyclotrons (numbers nine
through fourteen) and supporting  facilities during 1999,  although one of these
cyclotrons is not expected to be  operational  until early 2000.  Two of the six
additional  cyclotrons are currently being installed and, although  installation
is slightly  behind  schedule,  they are expected to be  operational  during the
third quarter of 1999. . Approximately $18.9 million of construction in progress
at June 30, 1999 relates to this expansion  project,  and the Company expects to
invest an  additional  $11.3  million to complete the  remaining  phases of this
project.

As  previously  stated,  in  April  1999  the  Company  announced  that the U.S.
Department  of  Energy  (DOE) has  granted  Theragenics  access  to  unique  DOE
technology for use in production of 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
expects that the use of this technology will significantly increase its capacity
and allow for  expanded  use of Pd-103  and  TheraSeed(R)  beyond  treatment  of
prostate cancer to new medical applications.  The Company expects to construct a
facility in Oak Ridge, Tennessee to house the equipment, infrastructure and work
force  necessary to support the production of Pd-103 using this DOE  technology.
The Company  expects to invest  approximately  $25  million  over the next three
years to build this  manufacturing  and R&D facility,  with less than $7 million
expected to be spent during 1999.  Construction costs of approximately  $200,000
were incurred on this project during the six months ended June 30, 1999 .

As part of this 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.

Cash provided by financing  activities was $300,000  during the six months ended
June 30, 1999  representing  cash proceeds  from the exercise of stock  options,
warrants and the employee stock purchase plan.

The Company currently has a $15 million revolving credit facility collateralized
by  substantially  all of the Company's  assets.  No borrowings were outstanding
under this revolving credit facility as of June 30, 1999 or the current date.

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.

Foreign Currency and Geographic Information

The Company has outstanding  purchase commitments of approximately $11.3 million
in connection with the completion of its expansion project related to cyclotrons
and supporting facilities.  Of these commitments,  approximately $5.4 million is
denominated in Belgian Francs, based on the exchange rate at June 30, 1999. This
exposes the Company to foreign  currency  risk as it relates to movements in the
exchange rate between the U.S. dollar and the Belgian Franc. The Company manages
this risk by  frequently  reviewing the status of the purchase  commitments  and
entering into foreign exchange  forward  contracts to hedge the foreign currency
risks when believed it is appropriate to do so. Such forward contracts typically
mature   concurrently  with  payments  required  under  the  equipment  purchase
contracts.  The Company does not hold foreign  exchange  forward  contracts  for
trading or speculative  purposes.  At June 30, 1999 the Company did not hold any
foreign exchange forward contracts. Additionally, management does not expect the
introduction  of the  EURO  to  have  any  effect  on its  purchase  commitments
denominated  in  Belgian  Francs.  The  terms of the  agreements  allow  for all
payments to be made in Belgian  Francs,  and the  contracts  are  expected to be
completed prior to the time that use of the EURO is mandatory.

All balance sheet accounts denominated in foreign currencies are translated into
U.S.  dollars at the period-end  rate of exchange.  Such balance sheet accounts,
which were not significant at June 30, 1999,  included a cash account maintained
in Belgium  and  denominated  in Belgian  Francs.  Additionally,  statements  of
earnings  items  and  foreign  currency  transaction  gains or  losses  were not
significant during the six months ended June 30, 1999.

Included in  construction  in progress  at June 30, 1999 are  progress  payments
totaling  approximately  $4.2 million related to equipment being  constructed in
Belgium.  Upon completion of construction,  the equipment will be transported to
the United States and installed in the Company's U.S. manufacturing facilities.


<PAGE>



Impact of the Year 2000 Issue

Introduction

Many computer  systems used today were designed and developed  using two digits,
rather than four, to specify the year. Consequently,  such systems may recognize
a date of "00" as the year 1900  instead of the year 2000.  Other  problems  may
also be encountered,  such as the inability to recognize special codes that make
use of the date field.  These and other  problems may exist in primary  software
products and  embedded  systems  such as  microcontrollers.  This may cause many
computer systems to fail or create inaccurate results unless corrective measures
are taken.  Additionally,  a company may be affected by the computer  systems of
their  customers  and  vendors,  even though that  company's  internal  computer
systems may be Year 2000 (Y2K) compliant.

State of Readiness

The  Company  began to assess the status of its Y2K  readiness  during  1997 and
developed a plan intended to make its information  technology assets,  including
embedded  microcontrollers  ("IT assets"),  year 2000 ready. The plan covers the
following  phases:  (i)  inventory  of IT  assets,  (ii)  assessment  of  repair
requirements (iii) repair and testing, and (iv) creation of contingency plans in
the event of Y2K related failures. The inventory and assessment phases have been
completed for all critical IT assets.  Repairs and testing of critical  internal
IT assets was substantially  completed during the second quarter of 1999. Though
repairs and testing of critical IT assets have been substantially completed, the
Company  intends  on  continually  reassessing  the Y2K  status of these  assets
throughout 1999.

The Company's Y2K  compliance  also depends upon the  compliance of others.  The
Company  has  contacted  its  critical  suppliers  and  significant  customer to
evaluate  their Y2K programs and state of readiness,  and to evaluate  whether a
Y2K related disruption at these entities would have a material adverse effect on
the Company's  operations as the year 2000 approaches.  At the current date, the
Company has received responses from approximately 95% of the entities contacted,
none of which have indicated that a year 2000 related  business  interruption is
anticipated.  However, while the Company believes it is taking reasonable action
in this regard, Theragenics is not in a position to guarantee the performance of
others or predict  whether any  assurances  and  representations  received  from
others will ultimately prove to be accurate. Additionally, the Y2K compliance of
the Company's critical suppliers and significant  customer also depends upon the
Y2K  compliance  of their  critical  suppliers and  customers.  The Company also
relies on governmental agencies,  utility companies,  telecommunication  service
providers,  financial  institutions and other service  providers  outside of the
Company's  control.  There is no assurance  that any of these  entities will not
experience a year 2000 related failure and business interruption.  Such failures
could have a material  adverse  effect on the Company's  financial  position and
results of operations.


Costs to Address the Year 2000 Issue

The Company has incurred  costs of  approximately  $75,000 in addressing the Y2K
issue,  consisting primarily of replacing IT assets that were not Y2K compliant.
Remaining costs of Y2K remediation are not expected to be material.

Risks of the Company's Year 2000 Issues

The Company  has not  currently  identified  any  critical  IT assets  under its
control  that  present a material  risk of not being Y2K  compliant  in a timely
manner,  or for which an acceptable alternative  cannot be implemented.  As the
Company continues to reassess the Y2K status of its critical IT assets however,
it is possible that IT assets could be identified that present a material risk
of a Y2K  interruption,  and that such an interruption  could have a material
adverse effect on the Company's financial position and results of operations.

The Company  does not possess  the  ability to control its  critical  suppliers,
significant  customer or the health care providers that utilize its product. Y2K
related  disruptions  at these  entities could result in delays in the supply of
goods and services,  capital  equipment and  construction of facilities from the
Company's vendors,  delays in receiving payments from the Company's  significant
customer,  and delays in the ordering of product and scheduling of  TheraSeed(R)
procedures  by the health care  providers,  among other things.  Such  potential
delays  could  be of a  short-term  nature  or  could  be more  significant  and
longer-term. The failure of any of these entities to properly address their year
2000 issues could have a materially  adverse  effect on the Company's  financial
position and results of operations.  Additionally,  the failure of the Company's
primary  equipment vendor to deliver  cyclotrons in accordance with the terms of
the purchase  contracts could have a materially  adverse effect on the Company's
ability to increase its production capacity.

Contingency Plans

Contingency  plans for critical IT assets are currently being  developed.  These
contingency plans are in the early stages of development and will be modified as
the risks of potential Y2K interruptions continue to be assessed.

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 and marketing  efforts,  future cost of
sales, R&D efforts and expenses, SG&A expenses, capacity expansion projects, the
Oak Ridge project,  possible  electronic data  processing  issues related to the
year 2000, the development of new technologies,  processes and products, 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  the
management of growth,  Year 2000 issues,  research and  development  activities,
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,
inability to obtain,  construct or install necessary parts or modifications to
production equipment or facilities, effectiveness  and  execution of Indigo's
marketing  and sales  programs,  acceptance  and  efficacy  of Pd-103  for other
applications,    government   regulation   of   the   therapeutic   radiological
pharmaceutical and device business, the impact of a prospective payment system
for Medicare reimbursement of health care providers and other changes in third
party health care reimbursement, dependence on health care professionals, and
competition from other brachytherapy products and conventional and  newly
developed methods of treating localized cancer.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

See Item 2,  "Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations; Foreign Currency and Geographic Information".



PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings.

See Note C to the  Company's  financial  statements  included  in Item 1 of this
report, which is incorporated by reference hereby.


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

         (a) The annual meeting of shareholders was held on June 11, 1999.

         (b) Patrick I. Flinn,  John V.  Herndon  and Peter A.A.  Saunders  were
         reelected  to  the  board  of  directors  and  will  each  serve  for a
         three-year  term. Mr. Flinn received  25,220,325 votes for his election
         with 402,788  withholding  authority.  Mr. Herndon received  25,047,633
         votes for his election with 575,480 withholding authority. Mr. Saunders
         received  25,145,757  votes for his election  with 477,356  withholding
         authority.

         (c) The  appointment of Grant  Thornton LLP as independent  accountants
         for the  Company  for the fiscal  year  ending  December  31,  1999 was
         approved by a vote of 25,320,185 shares for, 230,711 shares against and
         72,217 shares abstaining.


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

(a)      The following exhibit is filed as a part of this report;

                   Exhibit 27  Financial Data Schedule (for SEC use only)

         (b) No reports on Form 8-K were filed during the quarter ended June 30,
1999.



<PAGE>



                                                              SIGNATURES


Pursuant  to the  requirements  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


                              /s/ Bruce W. Smith
                           ---------------------------
                                Bruce W. Smith
                                Treasurer and Chief Financial Officer


Dated:  August 16, 1999