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 September 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                           30518
          Buford, Georgia                               (Zip Code)
 (Address of principal executive offices)


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  November  15,  1999 the number of shares of $.01 par value  common  stock
outstanding was 29,510,008.




<PAGE>



                             THERAGENICS CORPORATION

                               TABLE OF CONTENTS


  PART I.  FINANCIAL INFORMATION:



    ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)                           Page No.

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

        Statements of Earnings for the three and nine months ended
          September  30, 1998 and 1999 . . . . . . . . . . . . . . . . . . . .5

        Statements of Cash Flows for the nine months ended
          September 30, 1998 and 1999 . . . . . . . . . . . . . . . . . . . . 6

        Statement of Changes in Stockholders' Equity for the nine
          months ended September 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 6.  EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . .16

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


<PAGE>
<TABLE>


                                            THERAGENICS CORPORATION
                                                 BALANCE SHEETS
                                                  (UNAUDITED)


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

ASSETS

CURRENT ASSETS

<S>                                                             <C>                         <C>
Cash and short-term investments                                         $19,541,662                 $20,472,346
Marketable Securities                                                     6,830,266                  14,009,898
Trade Accounts Receivable                                                 7,000,446                   6,479,096
Inventories                                                                 780,825                   1,021,660
Deferred income tax asset                                                   210,000                     439,000
Prepaid expenses and other current assets                                   579,132                     690,412
                                                                 -------------------        --------------------

      TOTAL CURRENT ASSETS                                               34,942,331                  43,112,412

PROPERTY AND EQUIPMENT

Buildings and improvements                                               17,425,990                  20,347,976
Leasehold improvements                                                      154,234                     154,234
Machinery and equipment                                                  25,570,513                  31,472,558
Office furniture and equipment                                              333,816                     405,800
                                                                 -------------------        --------------------

                                                                         43,484,553                  52,380,568
Less accumulated depreciation and
  amortization                                                           (7,031,902)                 (9,793,654)
                                                                 ---------------------      ---------------------

                                                                         36,452,651                  42,586,914

Land                                                                        848,359                     848,359
Construction in progress                                                 15,957,453                  15,705,036
                                                                 -------------------        --------------------

      TOTAL PROPERTY AND EQUIPMENT                                       53,258,463                  59,140,309

OTHER ASSETS                                                                 71,782                     164,547
                                                                 -------------------        --------------------

          TOTAL ASSETS                                                  $88,272,576                $102,417,268
                                                                 ===================        ====================

</TABLE>


<PAGE>
<TABLE>
                                             THERAGENICS CORPORATION
                                                  BALANCE SHEETS
                                                   (UNAUDITED)
<CAPTION>
                                                                       December 31,               September 30
                                                                          1998                        1999
                                                                   --------------------        --------------------


<S>                                                               <C>                          <C>
LIABILITIES & STOCKHOLDERS'  EQUITY

CURRENT LIABILITIES

Accounts Payable
    Trade                                                                     $627,679                    $902,335
    Construction                                                               359,339                          --
Accrued salaries, wages and payroll taxes                                      498,863                     757,853
Income taxes payable                                                           165,182                     355,182
Other current liabilities                                                      316,161                     603,405
                                                                   --------------------        --------------------

     TOTAL CURRENT LIABILITIES                                               1,967,224                   2,618,775

LONG TERM LIABILITIES

Deferred income taxes                                                        1,920,000                   3,461,000
Other
                                                                                    --                      55,610
                                                                   --------------------        --------------------
                                                                             1,920,000                   3,516,610


CONTINGENCIES

STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 100,000,000
  shares authorized; 29,405,571 and 29,504,868
  issued and outstanding                                                       294,056                     295,049
Additional paid-in capital                                                  58,921,414                  59,491,143
Retained earnings                                                           25,169,882                  36,495,691
                                                                   --------------------        --------------------

     TOTAL STOCKHOLDERS' EQUITY                                            84,385,352                   96,281,883

     TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                                                 $88,272,576                 $102,417,268
                                                                  ====================         ====================

</TABLE>



The accompanying notes are an integral part of these statements.


<PAGE>
<TABLE>



                                                         THERAGENICS CORPORATION
                                                         STATEMENTS OF EARNINGS
                                                               (UNAUDITED)
<CAPTION>


                                                  Three Months Ended                               Nine Months Ended
                                                      September 30,                                    September 30,
                                         -----------------------------------------    -----------------------------------------
                                               1998                  1999                      1998                   1999
                                          ------------------    ------------------    -------------------   -------------------

REVENUE


<S>                                       <C>                  <C>                      <C>                    <C>
Product sales - affiliate                      $11,095,101           $11,419,093               $28,008,490            $31,590,892
Product sales - non affiliates                       8,832                36,460                    40,250                 99,760
Licensing Fees                                      25,000                25,000                    75,000                 75,000

                                           ----------------    ------------------       -------------------    -------------------
                                                11,128,933            11,480,553                28,123,740             31,765,652
COSTS AND EXPENSES

Cost of sales                                    3,183,913             3,458,778                 7,786,699             10,025,310
Selling, general & administrative                1,644,022             1,697,279                 4,288,510              4,864,967
Research & development                             262,268               202,850                   352,206                482,759
                                           ----------------    ------------------       -------------------    -------------------

                                                 5,090,203             5,358,907                12,427,415             15,373,036

OTHER INCOME (EXPENSE)

Interest income                                    273,882               320,718                 1,041,518                962,370
Interest and financing costs                       (15,170)              (19,476)                  (38,823)               (44,337)
Other                                                1,303                29,893                    (1,637)                33,160
                                           -----------------    ------------------       -------------------    -------------------
                                                   260,015               331,135                 1,001,058                951,193

Earnings before income taxes                     6,298,745             6,452,781                16,697,383             17,343,809

Income tax expense                               2,267,347             2,064,300                 6,032,000              6,018,000
                                           -----------------    ------------------       -------------------    -------------------

NET EARNINGS                                    $4,031,398            $4,388,481               $10,665,383            $11,325,809
                                           =================    ==================       ===================    ===================



NET EARNINGS PER COMMON SHARE

  Basic                                              $0.14                 $0.15                     $0.37                  $0.38
  Diluted                                            $0.13                 $0.15                     $0.35                  $0.38
WEIGHTED AVERAGE SHARES

  Basic                                         29,364,178            29,502,792                29,213,500             29,467,965
  Diluted                                       30,159,160            30,065,123                30,363,843             29,923,303

</TABLE>


The accompanying notes are an integral part of these statements.


<PAGE>
<TABLE>


                                                        THERAGENICS CORPORATION
                                                       STATEMENTS OF CASH FLOWS
                                                              (UNAUDITED)

<CAPTION>


                                                                                       1998                1999
                                                                             --------------------  -------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                          <C>                     <C>
  Net Earnings                                                               $     10,665,383        $   11,325,809
  Adjustments to reconcile net earnings to
  net cash provided by operating activities
    Deferred income taxes                                                             367,000             1,022,000
    Depreciation & amortization                                                     1,533,154             2,773,458
    Deferred Rent                                                                          --                55,610
    Stock based compensation                                                           81,867               206,757
Changes in assets and liabilities:
   Accounts Receivable                                                             (1,567,106)              521,350
   Inventories                                                                       (236,833)             (240,835)
   Refundable Income Tax                                                            1,855,262                   --

   Prepaid expenses and other current assets                                         (294,163)             (111,280)
   Other assets
                                                                                          555                   664
   Trade accounts payable                                                            (688,407)              (84,683)
   Accrued salaries, wages and payroll taxes                                          (13,760)              258,990
   Income taxes payable                                                              (845,364)              483,000
   Other current liabilities                                                          221,646               287,244
                                                                               ----------------       -----------------

     Total adjustments                                                                413,851             5,172,275
                                                                               ----------------       -----------------

       Net cash provided by operating activities                                   11,079,234            16,498,084

CASH FLOW FROM INVESTING ACTIVITIES
  Purchases and construction of property and equipment                            (21,649,863)           (8,643,598)
  Purchases and maturities of marketable securities                                 1,677,432            (7,179,632)
  Loan fees paid                                                                                           (105,135)
                                                                               ----------------       -----------------


      Net cash used by investing activities                                       (19,972,431)          (15,928,365)

CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from exercise of stock options, warrants and stock
    purchase plan                                                                     416,774               360,965
                                                                               ----------------       -----------------

      Net Cash provided by financing activities                                       416,774               360,965

NET INCREASE (DECREASE) IN CASH AND
  SHORT-TERM INVESTMENTS                                                           (8,476,423)              930,684

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

CASH AND SHORT-TERM INVESTMENTS
  END OF PERIOD                                                              $      21,685,191       $   20,472,346
                                                                               ================       =================
</TABLE>

          The accompanying notes are an integral part of these statements.


<PAGE>


<TABLE>



                                                            THERAGENICS CORPORATION
                                                        STATEMENT OF STOCKHOLDERS' EQUITY
                                                   FOR THE NINE MONTHS ENDED SEPTEMBER 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>
     BALANCE, December 31, 1998                             29,405,571    $294,056    $58,921,414    $25,169,882       $84,385,352

     Exercise of stock options and warrants                     91,800         918        307,967                          308,885

     Stock-based compensation                                       --                    206,757                          206,757

     Shares issued under employee stock purchase plan            7,497          75         52,005                           52,080

     Income tax benefit from exercise of stock
       options and early disposition of shares                                              3,000                            3,000

     Net earnings for the period                                                                      11,325,809        11,325,809
                                                           -----------  ------------  ------------   -----------    ----------------

     BALANCE, September 30, 1999                            29,504,       $295,049    $59,491,143    $36,495,691        $96,281,883
                                                           ===========  ============  ============   ===========    ================


</TABLE>



     The accompanying notes are an integral part of these statements.




<PAGE>


THERAGENICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 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 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  completed  during  2000 and is  expected to cost an
additional $5.0 million.

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
isotopes,  including Pd-103.  This technology  venture  represents part of a DOE
initiative to redirect Cold War assets to peacetime use and cushion the economic
impact of U.S. Defense Department  cutbacks.  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  isotopes,  including  Pd-103,  using  this DOE
technology.  The Company expects to invest approximately $25-$30 million through
2001 to build this  manufacturing  and R&D  facility,  with less than $5 million
expected to be spent during 1999.  Construction costs of approximately  $400,000
have been  incurred on this project as of September 30, 1999 and are included in
construction in progress.

NOTE C - CONTINGENCIES

In January  1999,  the Company and certain of its  officers and  directors  were
named as defendants in certain securities  actions,  alleging  violations of the
federal  securities laws,  including Sections 10(b), 20(a) and Rule 10b-5 of the
Securities  and  Exchange  Act of 1934,  as  amended.  These  actions  have been
consolidated  into a single action  pending in the U.S.  District  Court for the
Northern District of Georgia. The complaint, as amended, purports to represent a
class of investors who purchased or sold securities  during the time period from
January 29, 1998 to January 11, 1999. The amended  complaint  generally  alleges
that the defendants made certain  misrepresentations and omissions in connection
with  the  performance  of  the  Company  during  the  class  period  and  seeks
unspecified  damages.  On May 14,  1999 a  stockholder  of the  Company  filed a
derivative  complaint in the Delaware Court of Chancery purportedly on behalf of
the Company,  alleging that certain directors breached their fiduciary duties by
engaging in the conduct that is alleged in the consolidated federal class action
complaint. The derivative action
<PAGE>

THERAGENICS CORPORATION
NOTES TO FINANCIAL STATEMENTS - CONTINUED
SEPTEMBER 30, 1999
(UNAUDITED)

NOTE C - CONTINGENCIES - CONTINUED

has been stayed by the  agreement  of the parties.  On  September  3, 1999,  the
Company  filed a  motion  to  dismiss  the  consolidated  federal  class  action
complaint  on the grounds  that it fails to state a claim  against the  Company.
There has not yet been a ruling on the  Company's  motion.  Management  believes
these charges are without merit and intends to vigorously oppose the litigation,
however,  given the  nature and early  stage of the  proceedings,  the  ultimate
outcome of the  litigation  cannot be determined at this time.  Accordingly,  no
provision  for any  liability  that might result from this  litigation  has been
made. The Company maintains insurance for claims of this general nature.

In trade secret litigation filed against  International  Brachytherapy  ("IBt"),
Theragenics has claimed ownership of certain cyclotron improvements incorporated
into the cyclotrons  provided to IBt by the companies'  common cyclotron vendor.
IBt is seeking  indemnification  from the cyclotron vendor against the Company's
claims.  The  cyclotron  vendor  has  in  turn  filed  for  arbitration  seeking
determination  of  ownership of the  cyclotron  improvements  and certain  other
information developed by Theragenics relating to the cyclotron  technology.  The
cyclotron  vendor is also  seeking  indemnification  for any amounts paid by the
vendor to IBt to defend  against the trade  secret  claims of  Theragenics,  and
attorney fees in the arbitration. The cyclotron vendor is not seeking to prevent
the  Company  from  using  the  cyclotrons  or  the  related   improvements   or
information.  The  parties are in the process of  conducting  discovery  and the
ultimate  outcome  of this  uncertainty  cannot  be  determined  at  this  time.
Accordingly,  no  provision  for any  liability  that  might  result  from  this
uncertainty has been made.

NOTE D - UNSECURED CREDIT AGREEMENT

In August  1999,  the Company  executed an  Unsecured  Credit  Agreement  with a
financial institution.  The Unsecured Credit Agreement,  which expires in August
2002,  provides for borrowings of up to  $40,000,000  under two lines of credit.
Interest on  outstanding  borrowings  is payable  monthly at the Prime rate or a
LIBOR based rate, at the option of the Company. The LIBOR based rate is equal to
LIBOR plus a margin ranging from .7% to 1.55%,  depending upon certain financial
ratios of the Company.  Under the Unsecured Credit Agreement the Company has the
option,  through  August 2001,  of  converting  outstanding  borrowings of up to
$25,000,000 to a term loan which would be repayable over 5 years.  An additional
uncommitted  $10,000,000  line of credit is also  available  under the Unsecured
Credit Agreement, subject to the approval of the financial institution.

Provisions of the Unsecured  Credit Agreement limit the incurrence of additional
debt and  require  the  maintenance  of certain  financial  ratios,  among other
things.  As of  September  30,  1999,  the  Company was in  compliance  with the
provisions  of the  Unsecured  Credit  Agreement  and there were no  outstanding
borrowings.

The Unsecured  Credit  Agreement  replaced the $15,000,000  Amended and Restated
Loan and Security Agreement that was previously outstanding.

<PAGE>


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

Results of Operations

Revenues

Revenues  for the quarter and nine months  ended  September  30, 1999  increased
$352,000 or 3.2%,  and  $3,642,000 or 12.9%,  respectively,  over the comparable
1998 periods. The increase in revenues was supported by additional cyclotron and
assembly capacity.

Management  believes that the third quarter of 1999 contained certain seasonally
slow periods due to summer vacations taken by physicians, patients and patients'
families,  and the  occurrence  of two holidays and a major  medical  convention
during  the  period.  During  1999,  management  has begun to  identify  certain
seasonality  associated  with the  demand  for  TheraSeed(R).  It  appears  that
holidays, major medical conventions and vacations taken by physicians,  patients
and patients'  families may have an impact on sales during the year.  Management
is continuing to monitor and assess the impact that  seasonality may have on the
demand for TheraSeed(R).

The Company has not currently  identified  any critical  information  technology
assets  under its control  that  present a material  risk of not being Year 2000
("Y2K")  compliant in a timely  manner,  or for which an acceptable  alternative
cannot be  implemented  (see "Impact of Year 2000 Issue"  below).  However,  the
Company  does not possess the ability to control or predict the  behavior of its
significant customer, or the health care providers and patients that utilize its
product.  Health care  providers  and patients may elect to delay or  accelerate
TheraSeed(R)  procedures  that would have  otherwise  been  scheduled on or near
December 31, 1999, as a preventative measure for their concerns about Y2K issues
or threats.  Any significant delays or accelerations of TheraSeed(R)  procedures
as a  reaction  to Y2K  concerns  would  have an impact  on sales in the  fourth
quarter of 1999 and the first  quarter of 2000.  Currently,  management  has not
been able to determine whether a significant  number of TheraSeed(R)  procedures
will be delayed or accelerated near year-end because of Y2K concerns.

The Balanced Budget Act of 1997 provides for reductions in Medicare spending and
prospective payment reform on health care purchasing levels and payment streams.
This  legislation  has the potential of affecting any or all medical  procedures
and devices,  and therefore is receiving  intense attention from a wide spectrum
of health care  interests.  As with other medical  devices,  the proposed  rules
implementing  a new  prospective  payment system for Medicare  reimbursement  of
outpatient services could reduce reimbursement for 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 continuing to actively work to limit the potential  impact of the
proposed  prospective payment system, if any, on reimbursement for seeding using
TheraSeed(R).  While  pleased  with the efforts thus far,  management  cannot be
certain of the ultimate outcome.




Costs and Expenses

Cost of sales for the quarter and nine months ended September 30, 1999 increased
$275,000 or 8.6%,  and  $2,239,000 or 28.8%,  respectively,  over the comparable
1998 periods.  Cost of sales as a percentage  of revenue  increased to 30.1% for
the quarter  ended  September  30, 1999 from 28.6%  during the third  quarter of
1998,  and to 31.6% during the nine months ended  September  30, 1999 from 27.7%
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 were
incurred during 1999. As additional  cyclotrons come on line,  margins generally
decline  because  each  machine  represents  excess  capacity for a period while
carrying its full component of fixed costs, including  depreciation.  Currently,
nine cyclotrons are  operational.  Two additional  cyclotrons are expected to be
operational  during the fourth quarter,  bringing the total number of cyclotrons
in  operation to eleven by year-end.  Three more  cyclotrons  are expected to be
operational  during  2000,  which will bring the total number of  cyclotrons  in
operation  to  fourteen.  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 nine
months ended  September 30, 1999  increased by $53,000 or 3.2%,  and $576,000 or
13.4%, 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.  The third quarter of 1998
included  non-recurring  SG&A expenses of approximately  $175,000 related to the
initial listing of the Company's common stock on the New York Stock Exchange

Research and development  ("R&D")  expenses  decreased to $203,000 for the third
quarter of 1999,  from $262,000 for the third quarter of 1998.  R&D expenses for
the nine months ended  September 30, 1999  increased to $483,000,  from $352,000
for the  comparable  1998  period.  R&D  expenses  were  primarily  a result  of
development efforts to improve the Company's  proprietary  production processes.
During  the  third  quarter  of  1999,  the  Company  launched  a  research  and
development  initiative to expand the application of Pd-103 and  TheraSeed(R) to
other  oncological and  non-oncological  uses, and explore options for using its
expertise and  capabilities in other areas. In October 1999, the Company hired a
Vice President of Isotope Production and Research, to assist in its research and
development  initiative.  The Vice President of Isotope  Production and Research
brings  extensive  scientific  expertise  and the Company  believes he will be a
strong  addition  to the  management  team.  Management  plans to  significantly
increase  efforts and investment in research and  development as its initiatives
move  forward and expects  future R&D  expenditures  to increase  significantly.
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
isotopes,  including 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 third  quarter of 1999  increased by $71,000 over the third
quarter of 1998.  Other  income for the nine  months  ended  September  30, 1999
decreased by $50,000 from the  comparable  period in 1998.  Funds  available for
investment  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 32.0% and 34.7% for the quarter and
nine months ended  September  30, 1999,  respectively,  compared to an effective
income tax rate of  approximately  36% for each of the comparable  1998 periods.
The reduction in the effective income tax rates in the 1999 periods was a result
of the recognition of $250,000 of investment tax credits in the third quarter of
1999.  These tax  credits  were a result  of the  Company's  investments  in its
expansion  projects,  and the  Company may apply for  additional  tax credits in
future periods based on future investments.  However,  any future tax credits of
this type are not expected to have a significant impact on future periods.

Liquidity and Capital Resources

The Company had cash and  short-term  investments  of $20.5 million at September
30, 1999  compared to $19.5  million at December  31,  1998.  The  increase  was
attributable  to cash  provided by operations of $16.5 million and cash provided
by financing activities of $400,000, offset by cash used by investing activities
of $15.9 million.

Operating  activities  for the nine months ended  September  30, 1999  generated
$16.5  million  in cash.  This  primarily  consisted  of net  earnings  of $11.3
million, non-cash expenses,  primarily depreciation and deferred income taxes of
$4.1 million, and $1.1 million from changes in working capital components.

Cash used by investing  activities  was $15.9  million for the nine months ended
September  30, 1999,  comprised of $8.6 million for capital  expenditures,  $7.2
million for net  investments  in  marketable  securities,  and  $100,000 for the
Company's new line of credit  facilities.  Capital  expenditures are expected to
increase  significantly  throughout  the  remainder  of  1999  and  2000.  These
expenditures  relate  primarily  to capital  expansion  projects  including  the
addition  of  cyclotrons  and new  manufacturing  and  support  facilities,  and
investments  related to the  Company's  agreement  with the U.S.  Department  of
Energy (see below).

Currently  there  are  nine  cyclotrons  in  operation.  The  Company  also  has
outstanding  commitments  for the  purchase of five  additional  cyclotrons  and
supporting facilities.  Currently, all five additional cyclotrons are on site at
the Company's manufacturing facilities.  Two of these cyclotrons are expected to
be  operational  in the fourth  quarter of 1999,  with the remaining  cyclotrons
expected to be  operational  during 2000. The Company's  corporate  headquarters
facility is also under construction and is expected to be completed in the first
half of 2000.  Approximately  $15.1  million  of  construction  in  progress  at
September  30,  1999  relates  to  these  expansion   projects,   including  the
cyclotrons,  supporting  manufacturing  facilities  and  corporate  headquarters
facility,  and the  Company  expects  to invest an  additional  $5.0  million to
complete these projects.

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 isotopes,  including Pd-103. This technology
venture  represents  part of a DOE  initiative  to  redirect  Cold War assets to
peacetime  use and  cushion  the  economic  impact  of U.S.  Defense  Department
cutbacks. The Company 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 isotopes,
including  Pd-103,  using this DOE  technology.  The  Company  expects to invest
approximately $25 - $30 million through 2001 to build this manufacturing and R&D
facility,  with  less  than  $5  million  expected  to  be  spent  during  1999.
Construction  costs of  approximately  $400,000  were  incurred on this  project
during the nine months ended September 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 $400,000 during the nine months ended
September  30,  1999  representing  cash  proceeds  from the  exercise  of stock
options, warrants and the employee stock purchase plan.

In August  1999,  the Company  executed an  Unsecured  Credit  Agreement  with a
financial institution.  The Unsecured Credit Agreement,  which expires in August
2002,  provides for borrowings of up to  $40,000,000  under two lines of credit.
Interest on  outstanding  borrowings  is payable  monthly at the Prime rate or a
LIBOR based rate, at the option of the Company. The LIBOR based rate is equal to
LIBOR plus a margin ranging from .7% to 1.55%,  depending upon certain financial
ratios of the Company. An additional  uncommitted  $10,000,000 line of credit is
also available under the Unsecured Credit Agreement,  subject to the approval of
the  financial   institution.   The  Unsecured  Credit  Agreement  replaced  the
$15,000,000 Amended and Restated Loan and Security Agreement that was previously
outstanding.

The Company believes that current cash and investment balances, cash from future
operations  and  existing  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

Remaining   purchase   commitments   denominated  in  Belgian  Francs  were  not
significant at September 30, 1999.

The Company had no balance sheet accounts  denominated in foreign  currencies at
September  30,  1999.   Statements  of  earnings  items  and  foreign   currency
transaction  gains or losses were not  significant  during the nine months ended
September 30, 1999.

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.
The total cost of Y2K remediation is expected to be less than $100,000.


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,  or the perception that Y2K issues may create 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.  In particular,
patient and health care provider concerns regarding Y2K issues could cause sales
to be shifted  from early  January to either  December of 1999 or later in 2000.
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 and install  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 have been developed.  These contingency
plans 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 data processing issues related to the year 2000 and
related public perceptions,  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.
<PAGE>



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 6.  Exhibits and Reports on Form 8-K.

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

         Exhibit 10.1  Credit Agreement Between Theragenics Corporation and
         Wachovia Bank, National Association

         Exhibit  27     Financial Data Schedule (for SEC use only)

(b)      No  reports  on Form  8-K  were  filed  during  the  quarter  ended
         September 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:  November 15, 1999