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

                                    FORM 10-Q

           
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended               Commission File No.
        June 30, 1998                              0-15443

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


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



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



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

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 6, 1998,  the  aggregate  market  value of the common  stock of the
registrant held by  non-affiliates  of the registrant as determined by reference
to the closing price of Common Stock as reported on the New York Stock Exchange,
was  $392,771,414.  As of August 6, 1998 the  number of shares of common  stock,
$.01 par value, outstanding was 29,366,087.


<PAGE>





                             THERAGENICS CORPORATION

                                TABLE OF CONTENTS



PART I  - FINANCIAL INFORMATION:

  ITEM 1.  FINANCIAL STATEMENTS                                         Page No.

           Balance Sheets - December 31, 1997 and June 30, 1998
           (unaudited).................................................       3

           Statements of Earnings for the Three and Six Months Ended
           June 30, 1997 and 1998 (unaudited)..........................       5

           Statements of Cash Flows for the Three and Six Months Ended
           June 30, 1997 and 1998 (unaudited)..........................       6

           Statements of Changes in Stockholders' Equity for the Six 
           Months Ended June 30, 1998 (unaudited)......................       8 

           Notes to Financial Statements...............................       9

  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
           CONDITION AND RESULTS OF OPERATIONS.........................      11

PART II - OTHER INFORMATION

  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........      15

  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K............................      15

SIGNATURE..............................................................      16 

<PAGE>


                                       THERAGENICS CORPORATION
                                            BALANCE SHEETS
                                 DECEMBER 31, 1997 AND JUNE 30, 1998

<TABLE>
<CAPTION>

 ASSETS
                                               December 31,                   June 30,
                                                  1997                         1998
                                              -------------                --------------
 <S>                                           <C>                          <C>    
                                                                             (Unaudited)
 CURRENT ASSETS
 Cash and short-term investments               $30,161,614                   $19,002,491
 Marketable securities                           8,391,807                     8,141,807
 Trade accounts receivable, less allowance
  of $65,446 in 1997 and $69,536 at 
  June 30, 1998                                  2,925,390                     3,407,253
 Inventories                                       433,873                       609,468
 Refundable income taxes                                 -                       795,165
 Deferred income tax asset                               -                       110,000
 Prepaid expenses and other current assets         160,620                       405,785
                                               ------------                  ------------
 TOTAL CURRENT ASSETS                           42,073,304                    32,471,969

 PROPERTY AND EQUIPMENT
 Building                                        3,333,728                     3,333,728
 Leasehold improvements                            138,978                       138,978
 Machinery and equipment                        14,698,623                    15,464,557
 Office furniture and equipment                     66,464                       138,729
                                               ------------                  ------------
                                                18,237,793                    19,075,992
Less accumulated depreciation and
 amortization                                   (4,695,669)                   (5,522,376)
                                               ------------                  ------------
                                                13,542,124                    13,553,616
Land                                               525,754                       525,754
Construction in progress                        14,917,788                    30,409,311
                                               ------------                  ------------
TOTAL PROPERTY AND EQUIPMENT                    28,985,666                    44,488,681

OTHER ASSETS
Patent costs                                        71,836                        67,410
Other                                                9,503                         9,100
                                              -------------                --------------
TOTAL OTHER ASSETS                                  81,339                        76,510
                                              -------------                --------------
                                                                                  
TOTAL ASSETS                                   $71,140,309                   $77,037,160
                                              =============                ==============
</TABLE>

<PAGE>


                          THERAGENICS CORPORATION
                              BALANCE SHEETS
                    DECEMBER 31, 1997 AND JUNE 30, 1998

<TABLE>

<CAPTION>


LIABILITIES AND STOCKHOLDERS' EQUITY
                                               December 31,                   June 30,
                                                  1997                         1998
                                             -------------                 -------------
                                                                             (Unaudited)
<S>                                         <C>                            <C>   
CURRENT LIABILITIES
Trade accounts payable                         $1,435,154                   $  468,372
Accrued salaries, wages and payroll taxes         689,610                      447,443
Income taxes payable                              845,364                            -
Other current liabilties                          137,097                      325,008
                                             --------------                ------------
TOTAL CURRENT LIABILITIES                       3,107,225                    1,240,823

LONG-TERM LIABILITIES
Deferred income taxes                           1,000,000                    1,217,000

STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 100,000,000
shares authorized; 29,075,682 and 29,259,087
issued and outstanding                            290,756                      292,591
Additional paid-in capital                     55,594,988                   56,505,421
Retained earnings                              11,147,340                   17,781,325

TOTAL STOCKHOLDERS' EQUITY                     67,033,084                   74,579,337
                                            --------------                 -------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                          $71,140,309                  $77,037,160
                                            ==============                 ============= 

</TABLE>


The accompanying notes are an integral part of these statements.
<PAGE>


                 

                            THERAGENICS CORPORATION
                             STATEMENTS OF EARNINGS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                     
       
                                        Three Months Ended                                Six Months Ended
                                                           
                                            June 30,                                          June 30,
                                  ------------------   ------------------      -----------------    ------------------
                                         1997                 1998                    1997                 1998
                                  ------------------   ------------------      -----------------    ------------------
<S>                               <C>                  <C>                     <C>                  <C>    

REVENUE                                       
Product sales - affiliates             $       -           $8,673,404          $           -           $16,913,389
Product sales - non affiliates         6,147,499               15,456             10,229,857                31,418
Licensing Fees                            25,000               25,000                 50,000                50,000
                                  ------------------   ------------------      -----------------    ------------------
                                       6,172,499            8,713,860             10,279,857            16,994,807

COSTS AND EXPENSES
Cost of sales                          1,559,340            2,414,351              2,704,701             4,602,786
Selling, general & administrative      1,390,978            1,306,961              2,576,106             2,644,488
Research & development                    30,112               48,527                 34,477                89,938
                                  ------------------   ------------------      -----------------    ------------------
                                       2,980,430            3,769,839              5,315,284             7,337,212

OTHER INCOME (EXPENSE)
Interest income                          381,488              316,924                394,719               767,636
Interest and financing costs              (7,992)              (7,549)               (14,621)              (23,653)
Other                                    (45,676)             (11,877)               (36,081)               (2,940)
                                  ------------------   ------------------      -----------------    ------------------
                                         327,820              297,498                344,017               741,043

Earnings before income taxes           3,519,889            5,241,519              5,308,590            10,398,638

Income tax expense                     1,337,558            1,908,090              2,017,264             3,764,653
                                  ------------------   ------------------      -----------------    ------------------

NET EARNINGS                          $2,182,331           $3,333,429             $3,291,326            $6,633,985
                                  ==================   ==================      =================    ==================


NET EARNINGS PER COMMON SHARE
(Note C)
 Basic                                    $0.08                $0.11                  $0.13                 $0.23
 Diluted                                  $0.07                $0.11                  $0.12                 $0.22

 WEIGHTED AVERAGE SHARES
 Basic                               28,458,975           29,190,950             26,065,340            29,138,098
 Diluted                             29,459,065           30,479,196             27,110,884            30,466,123

</TABLE>


The accompanying  notes are an integral  part of these statements.
<PAGE>




                             THERAGENICS CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                           Three Months Ended                        Six Months Ended
                                                                June 30,                                  June 30,
                                                          1997            1998                     1997             1998
                                                       ----------------------------            -----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                   <C>               <C>                     <C>              <C>       
Net earnings                                          $2,182,332        $3,333,429              $3,291,326       $6,633,985
Adjustments to reconcile net earnings to net cash
provided by operating activities
Deferred income taxes                                    535,000            32,000                 895,000          107,000
Depreciation and amortization                            425,478           423,744                 773,924          831,132
Changes in assets and liabilities:
Accounts receivable                                   (1,639,921)          172,783              (2,125,652)        (481,863)
Inventories                                             (100,435)          (60,802)               (183,930)        (175,595)
Refundable income taxes                                        -          (152,165)                      -         (152,165)
Prepaid expenses and other current assets                  4,687          (283,886)                (61,808)        (245,165)
Other assets                                                   -               152                       -              404
Trade accounts payable                                   179,961            71,758                 442,520         (966,782)
Accrued salaries, wages and payroll taxes                223,369            91,027                 (73,102)        (242,167)
Income taxes payable                                     662,558        (1,881,522)                732,126         (845,364)
Other current liabilities                                 59,021            28,778                 173,102          187,911
                                                      -----------       -----------             -----------      -----------
Total adjustments                                        349,718        (1,558,133)                572,180       (1,982,654)
                                                      -----------       -----------             -----------      ----------- 

Net cash provided by operating activities              2,532,050         1,775,296               3,863,506        4,651,331
                               

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and construction of property and
 equipment                                            (1,077,414)       (7,402,301)             (4,463,202)     (16,329,722)
Maturities of marketable securities                            -           250,000                      -           250,000
                                                     ------------      ------------             -----------     ------------
Net cash used by investing activities                 (1,077,414)       (7,152,301)             (4,463,202)     (16,079,722)
                                                     ------------      ------------             -----------     ------------
</TABLE>

<PAGE>
                                                    




                                  THERAGENICS CORPORATION
                               STATEMENTS OF CASH FLOWS con't
                                         (Unaudited)

<TABLE>
                                   
<CAPTION>

                                                         Three Months Ended                            Six Months Ended
                                                             June 30,                                      June 30,
                                                       -----------------------------          -------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
<S>                                                    <C>               <C>                   <C>                <C>        
Net repayments on revolving line of credit              (5,626,267)                -             (3,458,436)                -

Proceeds from exercise of stock options and warrants         1,500           178,391                348,051           269,268
Proceeds from issuance of common stock, net             37,155,201                 -             37,017,298                 -
Debt issue costs                                            50,889                 -                 48,759                 -
                                                        -----------------------------          -------------------------------
  Net cash provided by financing activities             31,581,323           178,391             33,955,672           269,268
                                                        -----------------------------          -------------------------------
NET INCREASE (DECREASE) IN CASH AND
SHORT-TERM INVESTMENTS                                  33,035,959        (5,198,614)            33,355,976       (11,159,123)

CASH AND SHORT-TERM INVESTMENTS AT
BEGINNING OF PERIOD                                      3,306,140        24,201,105              2,986,123        30,161,614
                                                       ------------------------------          -------------------------------
CASH AND SHORT-TERM INVESTMENTS AT
END OF PERIOD                                          $36,342,099       $19,002,491            $36,342,099       $19,002,491

</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>



                                                           
                             THERAGENICS CORPORATION
                        STATEMENT OF STOCKHOLDERS' EQUITY
                     FOR THE SIX MONTHS ENDED JUNE 30, 1998
                                   (Unaudited)
<TABLE>
<CAPTION>

                                             Common Stock                         Additional
                                              Number of          Par value         paid-in           Retained
                                                shares             $.01            capital           earnings           Total
                                          ---------------    --------------    --------------    --------------    ---------------

<S>                                       <C>                <C>               <C>               <C>               <C>        
BALANCE, December 31, 1997                   14,537,841          $145,378        $55,740,366       $11,147,340       $67,033,084

Two-for-one stock split                      14,537,841           145,378          (145,378)                                   -

Exercise of stock options and warrants          183,405             1,835           267,433            269,268

Income tax benefit from stock 
options exercised                                                                   643,000                              643,000
Net earnings for the period                                                                          6,633,985         6,633,985
                                          ---------------    --------------    --------------    --------------    ---------------
BALANCE, June 30, 1998                       29,259,087          $292,591       $56,505,421        $17,781,325        $74,579,337
                                          ===============    ==============    ==============    ==============    ===============

</TABLE>

The accompanying notes are an integral part of this statement.
<PAGE>



THERAGENICS CORPORATION

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
(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 as
of June 30, 1998, the results of operations and cash flows for the three and six
months ended June 30, 1997 and 1998 and the changes in stockholders'  equity for
the six  months  ended  June  30,  1998.  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 disclosures  are adequate to make the information  presented 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,
1997, included in the Form 10-K filed by the Company.

NOTE B - CONSTRUCTION IN PROGRESS

The $30.4  million  June 30,  1998  ending  balance  in this  account  primarily
represents  progress  payments on Theragenics'  most recent  capacity  expansion
projects.  The expansion projects,  which are expected to cost approximately $60
million,  include a  manufacturing  facility and four cyclotrons for the Phase I
project and six cyclotrons  with  supporting  facilities  and an  administrative
facility for the Phase II expansion project. The manufacturing  facility and one
cyclotron,  representing approximately $16.8 million of construction in progress
at June 30, 1998, were placed in service in July 1998.

NOTE C - STOCK SPLIT

On March 16, 1998,  the board of directors  approved a two-for-one  common stock
split,  effected in the form of a 100% stock dividend,  which was distributed on
April 15, 1998 to  shareholders of record on March 31, 1998. The stock split has
been  recognized  by  reclassifying  $145,378,  the par value of the  additional
shares  resulting  from the split,  from  additional  paid-in  capital to common
stock.  All  references  to shares  outstanding  and per share amounts have been
restated to reflect the stock split.

On June 12,  1998,  the  shareholders  approved  an  increase  in the  number of
authorized common shares from 50,000,000 to 100,000,000.

<PAGE>





THERAGENICS CORPORATION

NOTES TO FINANCIAL STATEMENTS- Continued
JUNE 30, 1998
(Unaudited)


NOTE D - NEW ACCOUNTING PRONOUNCEMENT

The Financial  Accounting  Standards Board (FASB) issued  Statement of Financial
Accounting  Standards (SFAS) No. 133, Accounting for Derivative  Instruments and
Hedging  Activities,  in June 1998. SFAS 133 will be effective for the Company's
fiscal year beginning January 1, 2000. SFAS 133 requires that all derivatives be
carried  in the  balance  sheet at their  fair  value.  Changes in fair value of
derivatives  will  be  either  recorded  in  earnings   currently  or  in  other
comprehensive  income,  depending  upon  the  intended  use of  the  derivative.
Management does not currently expect the adoption of SFAS 133 to have a material
impact on the Company's results of operations or financial condition.



<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,  1998  increased
$2,541,000, or 41.2%, and $6,715,000, or 65.3%, respectively, over revenues from
the  comparable  periods  of 1997.  These  increases  were  attributable  to the
Company's ability to increase production volume of Theraseed(R), with additional
cyclotron and assembly  capacity.  Contributing  to the increase in revenues was
increased patient awareness of the Theraseed(R) procedure.

Costs and expenses

Cost of sales

Cost of sales for the  quarter  and six  months  ended June 30,  1998  increased
$855,000, or 54.8% and $1,898,000,  or 70.2%,  respectively,  over cost of sales
from  the  comparable  periods  of 1997.  These  increases  are a result  of the
increases in sales  volumes over the 1997  periods.  Cost of product  sales as a
percentage of revenue  increased during the quarter ended June 30, 1998 to 27.7%
from  25.3%  during  the second  quarter  of 1997.  Cost of  product  sales as a
percentage of revenue also increased  during the six months ended June 30, 1998,
to 27.1% from 26.3% during the  comparable  1997 period.  These  increases  were
attributable to an increase in the manufacturing fixed cost base as depreciation
and other fixed expenses  associated  with  cyclotron  number four were incurred
during the entire six months of 1998.  The first quarter of 1997 included  these
expenses  for a  portion  of the  period.  During  1998,  the  Company  has also
increased  the  number of  employees  and  enhanced  employee  compensation  and
benefits in an effort to continue to attract and retain qualified employees. The
Company will continue to strive to offer  competitive  compensation and benefits
in order to attract and retain  qualified  employees.  Additionally,  the second
quarter  of 1998  included  certain  testing  and start up  expenses  related to
cyclotron number five, for which final acceptance was not made until July 1998.


Selling, General and Administrative Expenses

Selling,  general and administrative ("SG&A") expenses for the second quarter of
1998 decreased  $84,000,  or 6.0% from the second quarter of 1997. SG&A expenses
were 15.0% and 22.5% of revenue for the  quarters  ended June 30, 1998 and 1997,
respectively.  For the six months ended June 30, 1998,  SG&A expenses  increased
$68,000,  or 2.6%, over the comparable  period of 1997. SG&A expenses were 15.6%
and  25.1%  of  revenue  for the six  months  ended  June  30,  1998  and  1997,
respectively. The decrease in SG&A expenses as a percentage of revenue from 1997
to 1998 is primarily attributable to a reduction in selling expenses as a result
of the sales and marketing agreement with Indigo Medical, Inc. ("Indigo").  

<PAGE>

Under this agreement, Indigo bears the cost of a substantial portion of the 
selling and marketing  efforts related to Theraseed(R).

Compensation and benefits (other than selling and marketing  related)  increased
$78,000 in the  second  quarter  of 1998 over the  second  quarter of 1997,  and
increased $224,000 during the six months ended June 30, 1998 over the comparable
1997 period.  General  office  supplies and upgrades also  increased  during the
quarter and six months  ended June 30, 1998 over the  comparable  1997  periods.
These  increases  occurred as the Company  continued to add  employees and build
infrastructure to support its increasing operations. Professional fees increased
$15,000  during the second  quarter of 1998 over the second quarter of 1997, and
increased $242,000 during the six months ended June 30, 1998 over the comparable
1997 period.  These  increases were primarily  attributable to the ongoing legal
action  initiated by the Company  claiming  trade secret  misappropriation  by a
small  company  founded  by  former  employees.   Additionally,  proxy  expenses
increased in the second  quarter of 1998 over the second  quarter of 1997 due to
the increased number of shareholders.

The increases in SG&A  expenses  noted in the  preceding  paragraph  were offset
primarily by reductions  in selling and marketing  expenses due to the sales and
marketing  agreement with Indigo,  as mentioned  above.  The sales and marketing
agreement  has been in effect for all of 1998,  but was not in effect during the
first half of 1997.  Selling and  marketing  related  compensation  and benefits
decreased by $68,000  during the second  quarter of 1998 from the second quarter
of 1997 and decreased by $134,000 during the six months ended June 30, 1998 from
the  comparable  1997  period.  Printing,  trade shows,  advertising  and public
relations decreased by $76,000 during the second quarter of 1998 from the second
quarter of 1997,  and  decreased  $173,000  during the six months ended June 30,
1998 from the comparable 1997 period.

Similar  reductions in selling and marketing  related  expenses in the third and
fourth  quarter of 1998 over the  comparable  1997  periods are not  expected to
continue,  as the sales and marketing  agreement  with Indigo  became  effective
during the third quarter of 1997.


Research and development

Research and development  expenses  increased by $18,000,  or 59.8%,  during the
quarter  ended June 30, 1998 over the quarter  ended June 30, 1997 and increased
by $55,000,  or 159.5%,  during the six months  ended June 30, 1998 over the six

<PAGE>

months ended June 30, 1997.  These increases were a result of efforts to improve
the  Company's  proprietary  production  processes.  Management  may  choose  to
accelerate  efforts  and  investment  in this  area in the  future  when  and if
appropriate opportunities arise.


Other income

Other income decreased by $30,000,  or 9.2%, for the quarter ended June 30, 1998
from the quarter  ended June 30,  1997.  For the six months ended June 30, 1998,
other income increased  $397,000,  or 115.4%, over the six months ended June 30,
1997.  The  increase  in the 1998  year to date  period  over 1997 is due to the
interest  income  generated from the investment of the proceeds of the Company's
secondary  stock offering,  which was completed in April 1997.  These funds have
and will continue to be utilized for the Company's  current and future expansion
programs. As these funds are utilized, management expects other income to return
to levels consistent with historical amounts.

Income tax expense

The  effective  income tax rates were  36.4% and 36.2% for the  quarter  and six
months ended June 30, 1998, respectively. The effective income tax rates for the
quarter  and six months  ended June 30,  1997 were  38.0% for each  period.  The
decrease in the effective income tax rates during the 1998 periods from the 1997
periods is due to tax exempt interest earned on invested cash during 1998.


Liquidity and Capital Resources

The Company had cash and  short-term  investments  of $19.0  million at June 30,
1998,  compared  to $30.2  million on  December  31,  1997,  a decrease of $11.2
million.  For the six months ended June 30, 1998, operating activities generated
$4.6  million in cash.  This  consisted  of net  earnings of $6.6  million  plus
non-cash  depreciation and amortization of $831,000 and deferred income taxes of
$107,000,  reduced by an increase in  receivables  of  $634,000,  an increase in
inventories  of  $176,000,  an increase in prepaid  expenses  and other  current
assets of $245,000  and a decrease in accounts  payable and accrued  expenses of
$1.9 million.

During the six months ended June 30, 1998,  investing  activities utilized $16.1
million in cash.  The Company  utilized  $16.3 million in cash for purchases and
construction  of property  and  equipment.  Progress  payments on the  Company's
current capacity expansion projects represented the significant portion of these
expenditures.  Phase I of the project,  which includes a manufacturing  facility
and four  cyclotrons,  is expected to cost  approximately  $30.0  million and be
completed  by the end of  1998.  Spending  on  Phase I was  approximately  $23.9
million  through June 30, 1998,  of which $10.3 million was spent during the six
months  ended  June  30,  1998.  The  manufacturing  facility  and  one  of  the
cyclotrons, representing approximately $16.8 million of construction in progress
at June 30,  1998,  were  placed in service  during  July 1998.  This brings the
number of fully operational cyclotrons in service to five.

The Company also has expansion  projects  underway  consisting of six additional
cyclotrons, supporting facilities and an administrative facility. The total cost
of these  projects  is  expected  to be  approximately  $30.0  million and to be
completed  in various  stages  through  1999.  Spending  on these  projects  was
approximately $6.1 million through June 30, 1998 of which $5.1 million was spent
during the six months ended June 30, 1998.

Other  investing  activities  during the six months ended June 30, 1998 included
$900,000 in spending on other  capital  expenditures,  consisting  primarily  of

<PAGE>

machinery and equipment, and the maturity of a short-term bond investment, which
provided $250,000 in cash during the period.

Financing activities,  consisting of the exercise of stock options and warrants,
provided  $269,000 in cash during the six months ended June 30, 1998. This was a
significant  decrease from the $34.0  million in cash  provided  from  financing
activities  during the six months ended June 30, 1997. The 1997 period  included
net proceeds from the issuance of common stock of $37.0  million,  proceeds from
the exercise of stock  options and  warrants of $350,000 and the  repayment of a
$3.5 million line of credit.

Management  believes  that  the  Company's  current  cash  balances,   financing
arrangements and anticipated cash flows from operations are adequate to meet the
financing needs of the Company through 1998. In the event  additional  financing
becomes  necessary,  management  may choose to raise those funds  through  other
forms of financing as appropriate.

This document contains certain forward looking information within the meaning of
the  Private  Securities  Litigation  Reform  Act  of  1995  including,  without
limitation,  statements regarding possible benefits associated with the alliance
with Indigo Medical, Inc., future costs of sales, SG&A expenses, expansion plans
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,  government  regulation of the  therapeutic  radiological
pharmaceutical and device business, dependence on health care professionals, and
competition  from  other products and methods of treating localized cancer.

<PAGE>


PART II -  OTHER INFORMATION


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

         (a) The annual meeting of shareholders was held on June 12, 1998.

         (b)     M. Christine  Jacobs and Orwin L. Carter, Ph.D. were reelected 
                 to the board of directors and will each serve for a three year
                 term.  Ms. Jacobs received  22,671,055  votes for her election
                 with 45,756 votes withholding  authority. Mr. Carter received 
                 22,669,315  votes  for  his  election  with  47,496  votes
                 withholding authority.

         (c)     The following matters were also voted upon at the meeting:

                 The Company's  Employee  Stock  Purchase Plan was approved by a
                 vote of  22,280,317  shares  for,  326,880  shares  against and
                 109,614 shares abstaining, with no broker non-votes.

                 An amendment to the Company's  Certificate of  Incorporation to
                 increase the number of  authorized  shares of common stock from
                 50,000,000 to 100,000,000  was approved by a vote of 21,358,170
                 shares  for,   1,266,470   shares  against  and  92,171  shares
                 abstaining, with no broker non-votes.

                 The   appointment   of  Grant   Thornton  LLP  as   independent
                 accountants for the Company for the fiscal year ending December
                 31,  1998 was  approved  by a vote of  22,616,163  shares  for,
                 32,967 shares against and 67,681 shares abstaining.


Item 6.          Exhibits and Reports on Form 8-K

         (a)     Exhibit 3.1 - Certificate of Incorporation, as amended 
                 through July 30, 1998.

         (b)     Exhibit 27 - Financial Data Schedule

         (c)     No reports on Form 8-K were filed during the quarter 
                 ended June 30, 1998.


<PAGE>




                                                      SIGNATURE

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
                                       President



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



Dated: August 14, 1998

<PAGE>
                          CERTIFICATE OF INCORPORATION
                                       OF
                             NUCLEAR MEDICINE, INC.

                  I, the  indersigned,  in order to form a  corporation  for the
purposes hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby certify as follows:
                  FIRST:   The name of the corporation is NUCLEAR MEDICINE, INC.
                  SECOND:  The  registered  office of the  corporation  is to be
located at c/o The  Prentice-Hall  Corporation  System,  Inc.,  209 South  State
Street,  in the City of Dover,  County  of Kent,  address  is The  Prentice-Hall
Corporation System, Inc.
                  THIRD: The purpose of the corporation is to engage in any 
lawful act or activity for which a corporation may be organized under the 
General Corporation Law of Delaware.
                  Without limiting the scope and  generality of the  foregoing,
the corporation may engage in the following activities:
         To engage in research  and  development,  production  and  marketing of
immunological products and reagents to be used in the diagnosis and treatment of
human and animal diseases.
         To engage in the research and development of therapeutic and diagnostic
radiological  pharmaceuticals  and equipment and pharmaceutical  products of all
types and descriptions.
         To purchase,  manufacture,  produce, assemble, receive, lease or in any
manner acquire, hold, own, use, develop,  operate, install,  maintain,  service,
repair, process, alter, improve,  import, export, sell, lease, assign, transfer,
test and  generally  to trade  and deal in and with raw  materials,  natural  or
manufactured  articles or  products,  machinery,  equipment,  devices,  systems,
parts, supplies,  apparatus,  goods, wares, merchandise and personal property of
every kind,  nature or description,  tangible or intangible,  used or capable of
being used for any  purpose  whatsoever;  and to engage and  participate  in any
mercantile, manufacturing or trading business of any kind or character.
         To improve, manage, develop, sell, assign,  transfer,  lease, mortgage,
pledge or  otherwise  dispose of or turn to account or deal with all or any part
of the property of the  corporation and from time to time to vary any investment
or employment of capital of the corporation.
         To  borrow  money,  and to make and  issue  notes,  bonds,  debentures,
obligations  and  evidences of  indebtedness  of all kinds,  whether  secured by
mortgage,  pledge or otherwise,  without  limit as to amount,  and to secure the
same by  mortgage,  pledge  or  otherwise;  and  generally  to make and  perform
agreements and contracts of every kind and description,  including  contracts of
guaranty or suretyship.
         To lend money for its  corporation  purposes,  invest and  reinvest its
funds,  and  take,  hold and deal in and with  real  and  personal  property  as
security for the payment of funds so loaned or invested.
         To the same extent as natural persons might or could do, to purchase or
otherwise  acquire,  and to hold, own,  maintain,  work,  develop,  sell, lease,
exchange,  hire, convey,  mortgage or otherwise dispose of and deal in lands and
leaseholds,  and any  interest,  estate  and  rights in real  property,  and any
personal or mixed property, and any franchises,  rights,  licenses or privileges
necessary, convenient or appropriate for any of the purposes herein expressed.
         To apply for, obtain, register, purchase, lease or otherwise to acquire
and to hold, own, use, develop, operate and introduce and to sell, assign, grant
licenses or territorial rights in respect to, or otherwise to turn to account or
dispose of, any copyrights,  trade marks, trade names,  brands,  labels,  patent
rights,  letters  patent  of the  United  States  or of  any  other  country  or
government,  inventions,  improvements and processes, whether used in connection
with or secured under letters patent or otherwise.
<PAGE>
       
       To participate  with others in any  corporation,  partnership,  limited
partnership,  joint  venture,  or  other  association  of  any  kind,  or in any
transaction,  undertaking or  arrangement  which the  participating  corporation
would  have  power to  conduct  by  itself,  whether  or not such  participation
involves  sharing  or  delegation  of control  with or to  others;  and to be an
incorporator, promoter or manager of other corporations of any type or kind.
         To pay pensions and  establish and carry out pension,  profit  sharing,
stock option, stock purchase,  stock bonus, retirement,  benefit,  incentive and
commission  plans,  trusts  and  provisions  for  any or  all of its  directors,
officers  and  employees,  and for any or all of the  directors,  officers,  and
employees of its  subsidiaries;  and to provide insurance for its benefit on the
life of any of its  directors,  officers  or  employees,  or on the  life of any
stockholder  for the purpose of acquiring at his death shares of its stock owned
by such stockholders.
         To acquire by  purchase,  subscription  or  otherwise,  and to hold for
investment or otherwise and to use, sell, assign, transfer,  mortgage, pledge or
otherwise  deal with or  dispose of stocks,  bonds or any other  obligations  or
securities of any corporation or corporations;  to merge or consolidate with any
corporation  in such manner as may be permitted by law; to aid in any manner any
corporation  whose stocks,  bonds or other obligations are held or in any manner
guaranteed  by this  corporation,  or in which  this  corporation  is in any way
interested; and to do any other acts or things for the preservation, protection,
improvement  or  enhancement  of the  value  of any such  stock,  bonds or other
obligations  to exercise  all the rights,  powers and  privileges  of  ownership
thereof, and to exercise any and all voting powers thereon; and to guarantee the
payment of dividends  upon any stock,  the principal or interest or both, of any
bonds or other obligations, and the performance of any contract.
         To do all  and  everything  necessary,  suitable  and  proper  for  the
accomplishment of any of the purposes or the attainment of any of the objects or
the furtherance of any of the powers  hereinbefore set forth, either alone or in
association  with other  corporations,  firms, or  individuals,  and to do every
other act or acts,  thing or things  incidental or appurtenant to or growing out
of or  connected  with the  aforesaid  business  or  powers of any part or parts
thereof,  provided that the same be not  inconsistent  with the laws under which
this corporation is organized.
         The business or purpose of the  corporation  is from time to time to do
any one or more of the acts and things herein above set forth, and it shall have
power to conduct and carry on its said  business,  or any part  thereof,  and to
have one or more offices, and to exercise any or all of its corporate powers and
rights, in the State of Delaware, and in the various other states,  territories,
colonies and dependencies of the United States, in the District of Columbia, and
in all or any foreign countries.
         The  enumeration  herein of the objects and purposes of the corporation
shall be  construed  as powers as well as objects and  purposes and shall not be
deemed to  exclude by  inference  any  powers,  objects  or  purposes  which the
corporation is empowered to exercise,  whether expressly by force of the laws of
the State of Delaware now or hereafter in effect,  or implied by the  reasonable
construction of the said laws.
               FOURTH:  (a)  The corporation shall be authorized to issue ten
million (10,000,000) shares all of which shares are Common stock with par value 
at one cent ($0.01) per share.
                        (b)  Except as otherwise required by Statute, the 
holders of the Common Shares of the Corporation shall possess the exclusive 
right to vote for the election of directors and for all other corporate purpose.
                        (c)  Except as otherwise required by statute, the 
designations and the powers,  preferences and rights, and the qualifications or 
restrictions thereof of any  class or  classes  of stock or any  series  of any 
class of stock of the corporation  may be determined from tine to time by 
resolution or resolutions of the Board of Directors.
<PAGE>


               FIFTH:    The name and address of the incorporator is as follows:
                             Name                             Address
                             ----                            --------
                        Susan M. Faiella          c/o Phillips, Nizer, Benjamin
                                                           Krim & Ballon
                                                        40 West 57th Street
                                                      New York, New York 10019
               
               SIXTH:    The following provisions are inserted for the 
management of the business and for the conduct of the affairs of the 
corporation, and for further definition, limitation and regulation of the 
powers of the corporation and of its directors and stockholders:
                  (1) The number of directors of the  corporation  shall be such
as from time to time  shall be fixed  by,  or in the  manner  provided  in,  the
by-laws. Election of directors need be by ballot unless the by-laws so provide.
                  (2) The Board of Directors  shall have power without the
assent or vote of the stockholders:  
                           (a) To  make, alter,  amend,  change, add to or 
                  repeal the By-Laws of the corporation; to fix and vary the 
                  amount to be reserved for any proper purpose; to authorize and
                  cause to be executed mortgages and liens upon all or any part
                  of the  property  of  the  corporation;  to determine  the  
                  use  and  disposition  of any  surplus  or net profits;  and 
                  to fix the times for the declaration and payment
                  of dividends.
                            (b) To determine  from time to time whether,  and to
                  what  extent,  and at what  times and  places,  and under what
                  conditions  the accounts and books of the  corporation  (other
                  than the stock  ledger)  or any of them,  shall be open to the
                  inspection  of the  stockholders. 
                  (3) The  directors in their discretion  may submit any  
contract  or act for  approval  or ratification at any annual meeting of the 
stockholders or at any meeting of the stockholders called for the purpose of
considering any such act or contract, and any contract or act that shall be 
approved  or be  ratified  by the vote of the holders of a majority of the stock
of the  corporation  which is  represented in person or by proxy at such  
meeting and  entitled  to vote  thereat  (provided  that a lawful
quorum of stockholders  be there  represented in person or by proxy) shall be as
valid and as  binding  upon the  corporation  and upon all the  stockholders  as
though it had been approved or ratified by every stockholder of the corporation,
whether  or not the  contract  or act would  otherwise  be open to legal  attack
because of directors' interest, or for any other reason.
                  (4) In addition to the powers and authorities  hereinbefore or
by statute expressly  conferred upon them, the directors are hereby empowered to
exercise all such powers and do such acts and things as may be exercised or done
by the corporation;  subject, nevertheless, to the provisions of the statutes of
Delaware,  of this certificate,  and to any by-law from time to time made by the
stockholders;  provided,  however,  that no by-laws so made shall invalidate any
prior act of the  directors  which would have been valid if such by-laws had not
been made.
                  SEVENTH:  The corporation  shall, to the full extent permitted
by Section 145 of the Delaware General Corporation Law, as amended, from time to
time, indemnify all persons whom it may indemnify pursuant thereto.
                  EIGHTH:  Whenever a  compromise  or  arrangement  is  proposed
between this  corporation  and its creditors or any class of them and/or between
this  corporation  and its  stockholders  or any  class  of them,  any  court of
equitable jurisdiction within the State of Delaware,  may, on the application in
a summary way of this corporation or of any creditors or stockholder  thereof or
on the application of any receiver or receivers  appointed for this  corporation
under the  provisions  of Section 291 of Title 8 of the Delaware  Code or on the
<PAGE>

application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 Title 8 of the Delaware
Code  order a meeting  of the  creditors  or class of  creditors,  and/or of the
stockholders or class of stockholders of this  corporation,  as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths (3/4) in value of the creditors or class of creditors
, and/or of the  stockholders or class of stockholders of this  corporation,  as
the  case  may  be,  agree  to  any  compromise  or   arrangement   and  to  any
reorganization  of  this  corporation  as  consequence  of  such  compromise  or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if sanctioned by the court to which the said  application has been made,
be  binding  on all the  creditors  or class  of  creditors,  and/or  on all the
stockholders or class of stockholders,  of this corporation, as the case may be,
and also on this corporation.
                  NINTH:  The  corporation  reserves the right to amend,  alter,
change or repeal any provision contained in this certificate of incorporation in
the  manner  now or  hereafter  prescribed  by law,  and all  rights  and powers
conferred  herein on  stockholders,  directors  and officers are subject to this
reserved power.
                  IN WITNESS WHEREOF,  I have hereunto signed my name and affirm
that the  statements  made herein are true under the penalties of perjury,  this
5th day of November, 1981.





                                           
                                             |s| Susan M. Faiella
                                                 ----------------
                                             Susan M. Faiella
                                             c/o Phillips, Nizer, Benjamin, Krim
                                                 &  Ballon
                                                 40 West 57th Street
                                                 New York, New York 10019

<PAGE>


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                             NUCLEAR MEDICINE, INC.
                             ----------------------

                         (Pursuant to Section 242 of the
                        Delaware General Corporation Law)

It is hereby certified:
         1. The  Certificate of  Incorporation  of NUCLEAR  MEDICINE,  INC. (the
"Corporation")  was filed by the  Secretary  of State of Delaware on November 6,
1981.
         2. The following  amendments to the Certificate of Incorporation of the
Corporation  were  duly  adopted  by the  owners of at least a  majority  of the
outstanding  stock of the Corporation  entitled to vote therein  pursuant to the
provisions of Section 228 and 242 of the Delaware General Corporation Law:
                  (1) Article FIRST of the Certificate of  Incorporation  of the
                Corporation  is  hereby  amended  to  change  the  name  of  the
                Corporation to Theragenics Corporation as follows:
                            "FIRST:  The name of the corporation is 
                             Theragenics Corporation (hereinafter referred to
                             as the "Corporation")."
                  (2)        Paragraph (a) of Article FOURTH of the 
                 Certificate  of Incorporation of the Corporation is hereby 
                 amended to increase the authorized capital of the Corporation 
                 as follows:
                             "FOURTH: (a) The Corporation shall be authorized to
                             issue fifty million (50,000,000) shares,
                             all of which are common shares with par value of 
                             one cent ($.01) per share."
              3.  The  Certificate  of  Incorporation  of  the  Corporation,  so
amended,  shall remain the Certificate of Incorporation of the Corporation until
further  changed or amended  pursuant to the provisions of the Delaware  General
Corporation Law.
              IN WITNESS  WHEREOF,  the  undersigned  have hereunto signed their
names  affirming that the statements made herein are true under the penalties of
perjury this 13th day of June, 1986.

ATTEST:



|s| Richard Moore                                    |s| John L. Russell, Jr.
    ----------------                                     --------------------
Richard Moore,                                           John L. Russell, Jr.,
Secretary                                                President


<PAGE>




                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                             THERAGENICS CORPORATION

                         (Pursuant to Section 242 of the
                        Delaware General Corporation Law)

         It is hereby certified:

         1. The Certificate of  Incorporation  of THERAGENICS  CORPORATION  (the
"Corporation")  was filed by the  Secretary  of State of Delaware on November 6,
1981.
         2. The certificate of  Incorporation  of the Corporation was amended by
amendment filed by the Secretary of State of Delaware on June 16, 1986.
         3. The  following   additional   amendment  to  the   Certificate   of
Incorporation  of the  Corporation  was duly adopted by the owners of at least a
majority of the outstanding stock of the Corporation entitled to vote thereon at
a special meeting of stockholders of the Corporation  pursuant to the provisions
of Section 242 of the Delaware General Corporation Law:
                           Article FOURTH of the Certificate of Incorporation of
                           the  Corporation  is hereby  amended to add Paragraph
                           (d)  effecting  a 2 for 3 reverse  stock split of the
                           common shares of the Corporation as follows:  (d) The
                           6,141,565  shares of common stock of the Corporation,
                           $.01  par  value  per   share,   either   issued  and
                           outstanding  or held by the  Corporation  as treasury
                           stock,  as of June 25,  1986  shall be and are hereby
                           automatically  reclassified  and changed (without any
                           further   act)   into   4,094,377    fully-paid   and
                           nonassessable  shares  of  the  common  stock  of the
                           corporation,   $.01  par  value  per  share,  without
                           increasing or decreasing the amount of stated capital
                           or paid-in surplus of the Corporation,  provided that
                           no fractional shares shall be issued.  The fractional
                           share  interests  that  occur  as  a  result  of  the
                           foregoing   reclassification   and  change  shall  be
                           rounded to the nearest  number of whole  shares.  The
                           total  authorized  capital of the  Corporation  shall
                           remain  50,000,000  shares of Common Stock,  $.01 par
                           value per share.

         4. The Certificate of Incorporation  of the Corporation,  as amended to
date,  shall remain the Certificate of  Incorporation  of the Corporation  until
further  changed or amended  pursuant to the provisions of the Delaware  General
Corporation law.
         IN WITNESS  WHEREOF,  the  undersigned  has hereto  signed  their names
affirming  that the  statements  made  herein  are true under the  penalties  of
perjury this 17 day of July, 1986.

ATTEST:



|s| Richard A. Moore,                           |s| John L. Russell, Jr.
    -------------------                            -----------------------
    Richard A. Moore,                               John L. Russell, Jr.,
    Secretary                                       President


<PAGE>


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                             THERAGENICS CORPORATION
                             -----------------------

(Pursuant to Section 242 of the Delaware General Corporation Law)

         It is hereby certified:
         FIRST: The Certificate of Incorporation of Theragenics Corporation (the
"Corporation")  was filed by the  Secretary  of State of Delaware on November 6,
1981 under the name Nuclear  Medicine,  Inc. An amendment  was filed on June 16,
1986 changing the name of the corporation to Theragenics Corporation.  A further
amendment was filed on July 24, 1986.
         SECOND: the Certificate of Incorporation of the Corporation is hereby 
amended by striking out article Seventh thereof and by substituting in lieu of 
said article the following article:
         SEVENTH: I. Elimination of Certain Liability of Directors.  A director
         of the Corporation shall not be personally liable to the Corporation 
         or its stockholders for monetary damages for breach of fiduciary duty 
         as a director, except for liability (i) for any breach of the 
         director's duty of loyalty to the Corporation or its stockholders,
         (ii) for acts or omissions not in good faith or which involve 
         intentional misconduct or a knowing violation of law, (iii) under 
         Section 174 of the Delaware General Corporation Law, or (iv) for any 
         transaction from which the director derived an improper personal 
         benefit.
                  II.      Indemnification and Insurance.
                           ------------------------------
                      (a)  Right to Indemnification.
                           ------------------------------
         (i) Each person who was or is made a party or is  threatened to be made
         a party to or is  involved  in any  threatened,  pending  or  completed
         action, suit or proceeding, whether civil, criminal,  administrative or
         investigative (hereinafter a "proceeding"),  by reason of the fact that
         he or she,  or a person of whom he or she is the legal  representative,
         is or was a director or officer of the Corporation or is or was serving
         at the request of the Corporation as a director,  officer,  employee or
         agent of another corporation or of a partnership,  joint venture, trust
         or other enterprise, including service with respect to employee benefit
         plans,  whether the basis of such  proceeding  is alleged  action in an
         official capacity as a director,  officer,  employee or agent or in any
         other capacity while serving as a director, officer, employee or agent,
         shall  be  indemnified  and held  harmless  by the  Corporation  to the
         fullest extent  authorized by the Delaware General  Corporation Law, as
         the same exists or may  hereafter be amended  (but,  in the case of any
         such  amendment,  only to the extent  that such  amendment  permits the
         Corporation  to provide  broader  indemnification  rights than said law
         permitted the Corporation to provide prior to such amendment),  against
         all expense,  liability and loss (including attorneys' fees, judgments,
         fines,  ERISA excise taxes or penalties  and amounts paid or to be paid
         in  settlement)  reasonably  incurred  or  suffered  by such  person in
         connection  therewith and such  indemnification  shall continue as to a
         person who has ceased to be a director,  officer, employee or agent and
         shall  inure  to  the  benefit  of  his or  her  heirs,  executors  and
         administrators;   provided,   however,  that,  except  as  provided  in
         subparagraph  (b) hereof,  the  Corporation  shall  indemnify  any such
         person seeking indemnification in connection with a proceeding (or part
         thereof)  initiated  by such  person only if such  proceeding  (or part
         thereof) was authorized by the board of directors of the Corporation.
                  (ii) The right  indemnification  conferred  in this  Paragraph
         shall be a contract right and shall include the right to be paid by the
         Corporation  the expenses  incurred in defending any such proceeding in
         advance  of its final  disposition;  provided,  however,  that,  if the
<PAGE>
         
         Delaware General Corporation Law requires, the payment of such expenses
         incurred by a director or officer in his or her  capacity as a director
         or officer  (and not in any other  capacity in which  service was or is
         rendered by such person while a director or officer, including, without
         limitation,  service  to an  employee  benefit  plan) in advance of the
         final disposition of a proceeding,  shall be made only upon delivery to
         the Corporation of an undertaking,  by or on behalf of such director or
         officers,  to repay all amounts so advanced if it shall  ultimately  be
         determined in accordance with subparagraph (a) (iii) that such director
         or officer is not entitled to be  indemnified  under this  Paragraph or
         otherwise.  The  Corporation  may, by action of its Board of Directors,
         provide indemnification to employees and agents of the Corporation with
         the same scope and effect as the foregoing indemnification of directors
         and officers.
                  (iii) Any  indemnification  of a director  of the  Corporation
         under  Subparagraph (a) (i) hereof (unless ordered by a court) shall be
         made by the Corporation  only as authorized in the specific case upon a
         determination  that  indemnification  of the  director is proper in the
         circumstances because he has met the applicable standard of conduct set
         forth in the Delaware General  Corporation Law. Any  indemnification of
         an officer, employee or agent of the Corporation under subparagraph (a)
         (i) hereof (unless ordered by a court) shall be made by the Corporation
         upon a determination that  indemnification of the officer,  employee or
         agent is proper in the circumstances  because he has met the applicable
         standard of conduct set forth in the Delaware General  Corporation Law.
         Any such determination shall be made (i) by the Board of Directors by a
         majority  vote of a  quorum  consisting  of  Directors  which  were not
         parties to such action, suit or proceeding, or (ii) if such a quorum is
         not  obtainable,  or,  even if  obtainable  a quorum  of  disinterested
         Directors  so  directs,  by  independent  legal  counsel  in a  written
         opinion, or (iii) by the stockholders.
                  (b)       Right of Claimant to Bring Suit.
                            --------------------------------
         If a claim under subparagraph (a) of this Paragraph is not paid in full
         by the  Corporation  within  thirty days after a written claim has been
         received by the  Corporation,  the claimant may at any time  thereafter
         bring suit against the  Corporation to recover the unpaid amount of the
         claim and, if  successful  in whole or in part,  the claimant  shall be
         entitled to be paid also the  expense of  prosecuting  such  claim.  It
         shall be a defense to any such action (other than an action  brought to
         enforce a claim for expense  incurred in defending  any  proceeding  in
         advance of its final disposition where the required undertaking, if any
         is required,  has been tendered to the  Corporation)  that the claimant
         has not met the  standards of conduct which make it  permissible  under
         the Delaware  General  Corporation Law for the Corporation to indemnify
         the  claimant  for the amount  claimed,  but the burden of proving such
         defense  shall  be on  the  Corporation.  Neither  the  failure  of the
         Corporation  (including  its  Board  of  Directors,  independent  legal
         counsel, or its stockholders) to have made a determination prior to the
         commencement  of such action that  indemnification  of the  claimant is
         proper in the  circumstances  because he or she has met the  applicable
         standard of conduct set forth in the Delaware General  Corporation Law,
         nor an actual determination by the Corporation  (including its Board of
         Directors,  independent legal counsel,  or its  stockholders)  that the
         claimant has not met such  applicable  standard of conduct,  shall be a
         defense to the action or create a presumption that the claimant has not
         met the applicable standard of conduct.
                  (c)  Non-Exclusivity  of Rights.  The right to indemnification
                      ----------------------------
         and the payment of  expenses  incurred in  defending  a  proceeding  in
         advance of its final disposition  conferred in this Paragraph shall not
         be  exclusive of any other right which any person may have or hereafter
         acquire   under  any   statute,   provision  of  the   Certificate   of
         Incorporation, by-law, agreement, vote of stockholders or disinterested
         directors or otherwise.
<PAGE>
                  
                 (d) Insurance.  The Corporation may maintain insurance, at its
         expense, to protect itself and any director, officer, employee or agent
         of the Corporation or another corporation,  partnership, joint venture,
         trust or other enterprise against any such expense,  liability or loss,
         whether or not the  Corporation  would have the power to indemnify such
         person  against  such  expense,  liability  or loss under the  Delaware
         General  Corporation  Law. 
         THIRD:  This amendment to the Certificate of Incorporation of the 
Corporation was authorized by unanimous written consent  of the  Board of  
Directors  followed  by a vote of a  majority  of the outstanding  stock of the 
Corporation  entitled  to vote  thereon at the annual meeting of the 
stockholders of the Corporation in accordance with the provisions
of Section 242 of the Delaware General Corporation Law.
         IN WITNESS  WHEREOF,  the undersigned have executed this Certificate of
Amendment of the  Certificate  of  Incorporation  affirming  that the statements
herein  contained  are true and correct  under the penalties of perjury this 1st
day of June, 1987.

ATTEST:



|s| Richard Moore                                 |s| John L. Russell
    --------------                                   -----------------------
    Richard Moore, Secretary                       John L. Russell, President

<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             THERAGENICS CORPORATION

Theragenics  Corporation,  a  corporation  organized  and existing  under and by
virtue  of  the  General   Corporation   Law  of  the  State  of  Delaware  (the
"Corporation"),

DOES HEREBY CERTIFY:

FIRST:  That  at a  meeting  of the  Board  of  Directors  of  the  Corporation,
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  of the
Certificate of Incorporation of the Company, declaring such amendment advisable,
and proposing consideration thereof at the annual meeting of the stockholders of
the company. The resolution setting forth the proposed amendment is as follows:
                  RESOLVED,   that  the  Certificate  of  Incorporation  of  the
         Corporation  be amended by adding a new Article  TENTH which shall read
         in its entirety as follows:  TENTH:  the  directors of the  Corporation
         shall be divided into three classes.  The initial term of the office of
         those  directors  designated  as Class  I,  Class  II,  and  Class  III
         directors  shall expire at the annual meeting of  stockholders  held in
         1993, 1994, and 1995 respectively.  At each meeting, beginning with the
         1993 annual  meeting,  directors  shall be chosen for a full three-year
         term to succeed those whose term expires at such meeting. The number of
         directors  which  shall   constitute  the  entire  board  of  directors
         initially  shall be  five,  with two  directors  designated  as class I
         directors,  one as a Class II director, and two as Class III directors.
         The board of directors may by resolution increase the size of the board
         of  directors;  however,  the size of the Board may not be increased by
         more than one director during any  twelve-month  period.  Newly created
         director positions shall be allocated so as to keep the numbers in each
         class as nearly equal as possible.
SECOND:  That thereafter,  pursuant to resolution of its Board of Directors,  an
annual  meeting of  stockholders  of the company was duly called and held,  upon
notice in  accordance  with  Section 222 of the General  Corporation  Law of the
State of Delaware,  at which meeting the necessary  number of shares as required
by  statute  were voted on favor of the  amendment.  THIRD:  That the  aforesaid
amendment  was duly adopted in  accordance  with the  applicable  provisions  of
Section 242 of the General Corporation Law of the State of Delaware.
         IN WITNESS  WHEREOF,  said  Theragenics  Corporation  has  caused  this
certificate  to be signed by John V.  Herndon,  its  Chairman of the Board,  and
attested by Bruce W. Smith, its Secretary, this 23rd day of September 1992.


                                           THERAGENICS CORPORATION

                                           By:  |s|  John V. Herndon
                                           -------------------------
                                               Chairman of the Board

ATTEST:

By: |s| Bruce W. Smith
    ------------------
        Secretary



<PAGE>




                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                             THERAGENICS CORPORATION

         THERAGENICS CORPORATION, a corporation organized and existing under and
by virtue of the general  Corporation Law of the State of Delaware,  does hereby
certify:
                  FIRST:  That  at a  meeting  of  the  Board  of  Directors  of
         Theragenics Corporation,  a resolution was duly adopted setting forth a
         proposed  amendment to the Certificate of  Incorporation of Theragenics
         Corporation,  declaring said  amendment to be advisable,  and declaring
         that  approval  of said  amendment  be  considered  at the next  Annual
         Meeting of Stockholders.
                  SECOND: The Board of Directors at said meeting of the Board of
         Directors   resolved  that  Article   Fourth  of  the   Certificate  of
         Incorporation of Theragenics  Corporation should be amended by deleting
         paragraph (a) of Article FOURTH in its entirety and by  substituting in
         lieu thereof the following:
                  "FOURTH: (a) The Corporation shall be authorized to issue One
         Hundred Million (100,000,000) shares, all of which are common shares 
         with par value of one cent ($.01) per share."
                  THIRD: That thereafter, pursuant to resolution of its Board of
         Directors,  and upon  notice  in  accordance  with  Section  222 of the
         General Corporation Law of the State of Delaware, a meeting was held at
         which  meeting  the  necessary  number of shares as required by statute
         were voted in favor of said amendment.
                  FOURTH: That said amendment was duly adopted in accordance 
         with the provisions of Section 242 of the General Corporation Law of 
         the State of Delaware.
                  IN WITNESS  WHEREOF,  Theragenics  Corporation has caused this
         Certificate to be signed by Bruce W. Smith,  its  Secretary,  Treasurer
         and Chief  Financial  Officer,  and attested by, Ronald A. Warren,  its
         Director of Investor Relations and Assistant  Secretary,  this 29th day
         of July, 1998.


                                        
                                      THERAGENICS CORPORATION


                            By:       |s| Bruce W. Smith
                                       -------------------
                                      Name: Bruce W. Smith
                                      Title: Secretary, Treasurer & CFO

Attested:


By:  |s| Ronald A. Warren
     ---------------------
     Name:  Ronald A. Warren
     Title: Director of Investor Relations
            & Assistant Secretary