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 Quarter Ended                             Commission File No.
   March 31, 1997                                      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 May 9,  1997  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 Nasdaq  National  Market
System,  was  $256,360,054.  As of May 9,  1997 the  number  of shares of common
stock, $.01 par value, outstanding was 14,144,003.


<PAGE>







                             THERAGENICS CORPORATION

                                TABLE OF CONTENTS



PART I  - FINANCIAL INFORMATION:

         ITEM 1.  FINANCIAL STATEMENTS           
                                                                     Page No.

               Balance Sheets-December 31, 1996 and March 31, 1997
               (unaudited)........................................       3

               Statements of Earnings for the Three Months Ended
               March 31, 1996 and 1997 (unaudited)................       5

               Statements of Cash Flows for the Three Months Ended
               March 31, 1996 and 1997 (unaudited)................       6

               Statements of Changes in Stockholders' Equity for 
               the Three Months Ended March 31, 1997 (unaudited)..       7

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

      ITEM 2.  MANAGEMENT'S DISCUSSI ON AND ANALYSIS OF FINANCIAL 
               CONDITION AND RESULTS OF OPERATIONS................       9

PART II - OTHER INFORMATION

      ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K...................      14

SIGNATURE.........................................................      15


<PAGE>
<TABLE>
<CAPTION>


        PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements
          --------------------
 
                        THERAGENICS CORPORATION

                            BALANCE SHEETS

                DECEMBER 31, 1996 AND MARCH 31, 1997

                                ASSETS
                                ------
                                                   December 31,       March 31,
                                                       1996            1997
                                                   ------------    ------------
                                                                    (Unaudited)
<S>                                               <C>             <C>    

CURRENT ASSETS
   Cash and short-term investments                $  2,986,123    $  3,306,140
   Trade accounts receivable                         2,258,936       2,744,667
   Inventories                                         229,298         312,793
  Prepaid expenses and other current assets            133,625         200,120
                                                  -------------    ------------
      TOTAL CURRENT ASSETS                           5,607,982       6,563,720

PROPERTY AND EQUIPMENT
   Building                                          3,333,728       3,333,728
   Leasehold improvement                               138,978         138,978
   Machinery and equipment                          11,522,064      14,565,702
   Office furniture and equipment                       65,057          65,057
                                                  -------------    ------------
                                                    15,059,827      18,103,465
   Less accumulated depreciation
     and amortization                               (3,237,684)    ( 3,583,918)
                                                  -------------   -------------
                                                    11,822,143      14,519,547
                                                  -------------   -------------
  Land                                                 525,372         525,372
  Construction in progress (Note B)                  5,238,056       5,580,206
                                                  -------------   -------------
       TOTAL PROPERTY & EQUIPMENT                   17,585,571      20,625,125

OTHER ASSETS
  Deferred tax asset                                   360,000              --
  Patent Costs                                          80,685           78,473
   Other                                                55,183          195,216
                                                  -------------   -------------
         TOTAL OTHER ASSETS                            495,868          273,689
                                                  -------------   -------------
          TOTAL ASSETS                            $ 23,689,421     $ 27,462,534
                                                  =============   =============

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                             THERAGENICS CORPORATION

                                 BALANCE SHEETS
                                   (Continued)

                      DECEMBER 31, 1996 AND MARCH 31, 1997

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

                                                   December 31,      March 31,
                                                       1996            1997
                                                   ------------- -------------    
                                                                   (Unaudited)
<S>                                                <C>           <C>  

CURRENT LIABILITIES:
   Current portion of long term debt               $  3,458,436  $  5,626,267
   Trade accounts payable                               330,375       592,934
   Accrued salaries, wages, and payroll taxes           459,421       162,950
   Income taxes payable                                      --        69,568
   Other current liabilities                             56,677       170,758
                                                   ------------- -------------
     TOTAL CURRENT LIABILITIES                        4,304,909     6,622,477

LONG TERM DEBT:
   Long term debt                                            --            --

SHAREHOLDERS' EQUITY:
  Common stock, $.01 par value,
  50,000,000 share authorized;  
  11,814,278 and 11,843,503 
  shares had been issued as of 
  December 31, 1996 and March 31,
  1997, respectively. (Note C)                         118,143        118,435
  Additional paid-in capital                        17,616,560     17,962,819
  Retained earnings                                  1,649,809      2,758,803
                                                  -------------  -------------
    TOTAL STOCKHOLDER'S EQUITY                      19,384,512     20,840,057
                                                  -------------  -------------

      TOTAL LIABILITIES/STOCKHOLDER'S EQUITY      $ 23,689,421   $ 27,462,534
                                                  =============  =============

</TABLE>


The  accompanying  notes are an  integral  part of these statements.


<PAGE>
<TABLE>
<CAPTION>


                             THERAGENICS CORPORATION

                             STATEMENTS OF EARNINGS
               FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1997
                                   (Unaudited)

                                                 Three Months
                                                Ended March 31
                                           1996               1997
                                      -------------      -------------
<S>                                  <C>                <C>    
REVENUES:
    Sales........................    $   2,697,034      $   4,082,358
    Licensing fee................          101,322             25,000
                                     --------------      -------------
                                         2,798,356          4,107,358
COSTS & EXPENSES:
   Cost of sales.................          753,623          1,145,361
   Selling, general and
     administrative..............          692,772          1,185,128
   Research and development......            1,089              4,365
                                     --------------      -------------
                                         1,447,484          2,334,854
OTHER INCOME (EXPENSE):
   Interest income...............           37,895             13,231
   Interest expense..............          ( 3,089)           ( 6,629)
   Other.........................          ( 7,973)             9,595
                                     --------------      -------------
                                            26,833             16,197
NET EARNINGS BEFORE
 INCOME TAXES....................    $   1,377,705        $ 1,788,701

Income tax expense...............          523,528            679,707

NET EARNINGS.....................    $     854,177      $   1,108,994
                                     ==============      =============

NET EARNINGS PER COMMON SHARE 
(Note D)........................     $         .07      $         .09
                                     ==============      =============

WEIGHTED AVERAGE SHARES                 12,106,457         12,394,181
                                     ==============      =============

</TABLE>

The  accompanying  notes are an integral part of these statements.

<PAGE>
<TABLE>
<CAPTION>

                             THERAGENICS CORPORATION


                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1997
                                   (Unaudited)
                                      
                                                     Three Months Ended March 31,
                                                         1996          1997
                                                      -----------   -----------
<S>                                                  <C>           <C>   

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net earnings......................................  $   854,177   $ 1,108,994
  Adjustments to reconcile net earnings
  to net cash provided by operating
  activities:
   Depreciation and amortization....................     217,565       348,446
   Changes in assets and liabilities:
   Accounts receivable..............................   ( 505,402)    ( 485,731)
   Inventories......................................      38,393     (  83,495)
   Prepaid expenses and other current assets........   ( 105,622)    (  66,495)
   Deferred tax asset...............................     519,510       360,000
   Other assets.....................................   (   4,267)           --
   Trade accounts payable...........................      46,422       262,559
   Accrued salaries, wages and payroll taxes........   (  84,614)    ( 296,471)
   Income taxes payable.............................          --        69,568
   Other current liabilities........................      13,563       114,081
                                                     ------------   -----------
     Total Adjustments..............................     135,548       222,462
                                                     ------------   -----------
       Net cash provided by
       operating activities.........................     989,725     1,331,456

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases and construction of property
    and equipment...................................  (1,804,059)   (3,385,788)
                                                     ------------   -----------
        Net cash used by investing
        activities..................................  (1,804,059)   (3,385,788)


CASH FLOWS FROM FINANCING ACTIVITIES:
   Net borrowing (repayment) of revolving line
    of credit.......................................   ( 123,959)    2,167,831
  Exercise of stock options and warrants (net)......     175,099       346,551
  Debt issue costs..................................          --    (    2,130)
  Capital issue costs...............................          --    (  137,903) 
                                                      -----------   -----------
          Net cash (used) provided by
          financing activities.......................     51,140     2,374,349

NET INCREASE (DECREASE) IN CASH AND
  SHORT-TERM INVESTMENTS............................   ( 763,194)      320,017
CASH AND SHORT-TERM INVESTMENTS AT
  BEGINNING OF PERIOD...............................   3,266,338     2,986,123
                                                     ------------   -----------

CASH AND SHORT-TERM INVESTMENTS AT
  END OF PERIOD..................................... $ 2,503,144   $ 3,306,140
                                                     ============   ===========
</TABLE>

The  accompanying  notes are an integral part of these statements.


<PAGE>
<TABLE>
<CAPTION>
  
                                                             THERAGENICS CORPORATION

                                              STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                     FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                                                  (Unaudited)



                                             Common Stock           Additional
                                       Number of     Par Value       Paid-in        Retained
                                        shares         $.01          Capital        Earnings        Total
<S>                                   <C>           <C>            <C>            <C>            <C>   

BALANCE, December 31, 1996........    11,814,278    $ 118,143      $17,616,560    $ 1,649,809    $19,384,512
 Exercise of stock options........        29,225          292           96,120                        96,412
 Income tax benefit from stock
  options exercised...............                                     250,139                       250,139
 Net earnings for the period......                                                  1,108,994      1,108,994
    
BALANCE, March 31, 1997...........    11,843,503    $ 118,435      $17,962,819    $ 2,758,803    $20,840,057
</TABLE>
                                   
The accompanying notes are an integral part of these statements.


<PAGE>


                             THERAGENICS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1997
                                   (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 March 31, 1997,  and the results of  operations,  cash flows,  and changes in
shareholders  equity  for the  three  months  ended  March  31,  1997.  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,  1996,  included  in the Form  10-K  filed by the
Company.

NOTE B - CONSTRUCTION IN PROGRESS

The $5.6  million  March 31,  1997  ending  balance in this  account  represents
progress  payments  on  Theragenics'  most  recent  capacity   expansion.   This
expansion,  which is  expected to cost  approximately  $20  million,  includes a
manufacturing facility, four cyclotrons and an administrative facility.

NOTE C - COMMON STOCK OFFERING

Subsequent to March 31, 1997 the Company successfully  completed an underwritten
public  offering  of  2,300,000  shares  of Common  Stock.  Net  proceeds  after
underwriting commissions were $32.3 million ($32,338,000).  Final accounting for
additional  public  offering  expenditures  is not yet complete  but  represents
approximately $300,000 through the end of April.

NOTE D - NEW ACCOUNTING PRONOUNCEMENT

The  FASB  (Financial  Accounting  Standards  Board)  has  issued  Statement  of
Financial  Accounting  Standards No. 128, Earnings Per Share, which is effective
for financial  statements  issued after December 15, 1997. Early adoption of the
new standard is not  permitted.  The new standard  eliminates  primary and fully
diluted  earnings  per  share and  requires  presentation  of basic and  diluted
earnings per share  together  with  disclosure of how the per share amounts were
computed. The adoption of this new standard is not expected to have a material 
impact on the disclosure of earnings per share in the financial statements.

NOTE E - HEDGING ACTIVITIES

The Company enters into foreign  exchange  forward  contracts to hedge the price
risks  associated  with equipment  purchase  commitments  denominated in foreign
currencies.  These contracts  reduce currency risk from exchange rate movements.
The  company  does not hold  foreign  exchange  forward  contracts  for  trading
purposes.  Gains  and  losses  are  deferred  and  accounted  for as part of the
underlying transaction.  Deferred gains and losses were not significant at March
31, 1997.


<PAGE>


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

Results of Operations

Revenues  -  Revenues  for the  quarter  ended  March  31,  1997  were up 47% or
$1,309,002 higher than the first quarter of 1996. This increase was attributable
to the increase in sales of  TheraSeed(R),  an implantable  radiation  device
predominantly used in the treatment of prostate cancer.  Marketing efforts along
with  increased  patient  awareness of prostate  cancer  treatment  options have
contributed  to the continued  sales  acceleration.  Concurrently  the Company's
ability to deliver  volume  increases  in  production  was  facilitated  through
additional  cyclotron capacity in the first quarter.  Partially  offsetting this
increase in TheraSeed(R)  sales was a $75,000 decrease in a TheraSphere(R)
licensing  fee because of a change in the method of recording  this fee. In 1997
this $100,000 fee was amortized over the entire year thereby recognizing $25,000
per quarter.  In 1996 this fee was recognized as revenue in the period  received
which was the first quarter.

Cost and  Expenses - First  quarter 1996 cost of sales  increased  almost 52% or
$391,738 over the same period last year reflecting the 47% increase in sales for
the same period.  The Company's  fixed cost base increased as  depreciation  and
other fixed  expenses  associated  with a cyclotron  were added.  This  increase
served to  depress  margins  because,  as is  typical,  the first  months of new
cyclotron  production  represent  the lowest  utilization  of a new  cyclotron's
production capacity.  In other words, a large portion of the expenses associated
with running a cyclotron impact the income statement immediately while the other
side of the equation, sales growth, does not occur immediately.

Selling,  General & Administrative  ("S,G&A")  expenses for the first quarter of
1997  increased  71% or $492,356  over S,G&A  expenses for the first  quarter of
1996.  Compensation and related expenses increased by approximately  $212,000 as
employees  were  added and  compensation  levels  were  brought in line with the
marketplace  in  an  effort  to  retain  and  attract  qualified  employees  and
directors. Marketing expenses increased by almost $60,000 due to the creation of
new  programs  and  the  expansion  of  existing   programs.   Legal  and  other
professional fees increased by approximately  $153,000  primarily as a result of
negotiations  on the sales and  marketing  agreement  with the Johnson & Johnson
subsidiary,  Indigo Medical Inc. However, due to the nature of the negotiations,
these expenses should be  non-recurring.  Insurance  premiums and property taxes
increased by almost $32,000 reflecting the higher asset values of the Company to
be insured and taxed.  Other  S,G&A  expenses  increased a net of  approximately
$35,000 in response to the volume increase of workload associated with increased
sales.

Other income and expense for the first quarter of this year was  approximately  
$11,000  less than for the same period last year.  This  decline was  primarily
due to lower cash balances yielding less interest income partially offset by 
higher other income.

The Company's income tax rate for both quarters was estimated to be 38%.

On  February  24,  1997,  the Company  announced  that it had signed a letter of
intent with Indigo  Medical  Inc., a Johnson & Johnson  subsidiary,  stating the
intent to grant to  Indigo  the  exclusive  worldwide  right to market  and sell
TheraSeed(R) for the treatment of prostate  cancer.  Both Theragenics and Indigo
continue  to work  toward a June 1, 1997 goal for the  signing  of a  definitive
agreement.  Management  believes that provided a final agreement is reached;  i)
margins will be depressed  in the short term because the  TheraSeed(R)  transfer
price to Indigo will be less than the current market price for TheraSeed(R), ii)
Indigo in the  longer  run will be able to  increase  sales  beyond  that  which
Theragenics  could accomplish on its own, iii) Theragenics will be able to avoid
making the large investment in building a sales and marketing  organization that
would  be  necessary  if  Theragenics   were  to  try  to  market   TheraSeed(R)
independently  and iv)  Theragenics  will be able to generate  higher  sales and
profits than it could independently.  The Company has announced a price increase
effective May 19, 1997.  The  anticipated  impact of this price  increase is not
believed to be significant  since Theragenics will only realize the higher price
for the short period of time from May 19, 1997 until the  agreement  with Indigo
goes into  effect.  No  assurance  can be given that the Company and Indigo will
enter into a definitive agreement or that it will have the anticipated impact on
the Company.


Liquidy and Capital Resources

The  Company had cash,  cash  equivalents  and  short-term  investments  of $3.3
million on March 31,  1997  compared  to $3.0  million  on  December  31,  1996.
Operations  generated  $1.3 million in cash as net earnings  accounted  for $1.1
million  which  was  bolstered  to  $1.8  as  the  cash  shielding   impacts  of
depreciation  ($348,000)  and tax loss  carryforward  ($360,000)  were included.
Credit was  increased in trade  payables,  taxes  payable and other  liabilities
generating  and  additional  $446,000.  This was  offset by a growth in  account
receivables,  (-$486,000),  payment of accrued  bonuses  and 401K  contributions
(-$296,000),and  the net  addition  of  inventories  and  other  current  assets
(-$150,000).

During the first  quarter of 1997,  the Company  used $3.4  million for progress
payments on the Company's  current  capacity  expansion  project.  This project,
which  management  expects  to  cost  approximately  $20  million,   includes  a
manufacturing facility, four cyclotrons and an administrative facility. Spending
to date on the project has been approximately $5.4 million.

During the quarter the Company utilized an additional $2.2 million from its bank
credit facility to bring the total outstanding against this $11.0 million credit
facility to $5.6 million.  The exercise of stock options provided $347,000.  The
initiation of a secondary offering in the first quarter used $138,000.

Subsequent to March 31, 1997,  the Company  completed a secondary  offering of
2,300,000  shares of common stock (see "Note C" in the Notes to the Financial 
Statements)  generating approximately $32.0 million in net proceeds to the 
Company.

The previously  mentioned  letter of intent between  Theragenics and Indigo 
provides for the purchase of $5.0 million of the common stock of Theragenics at
prevailing  market prices upon the signing of a definitive agreement.

Management  believes  that  the  Company's  current  cash  balances,   financing
arrangements  and anticipated cash flow 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.

<PAGE>


Other Matters

Adoption of Stockholder Rights Plan

On February 14, 1997,  the  Company's  Board of Directors  adopted a Stockholder
Rights Plan (the "Rights Plan"). The Rights Plan contains  provisions to protect
the Company's  stockholders in the event of an unsolicited  offer to acquire the
Company. Pursuant to the Rights Plan, the Board of Directors declared and paid a
dividend of one share purchase right (a "Right") for each  outstanding  share of
Common  Stock  held of  record as of  February  28,  1997.  The  Rights  will be
represented  by, and traded  together  with, the Common Stock and will expire on
February  2007.  Prior to the time the rights become  exercisable,  the Board of
Directors  may redeem the Rights at a  redemption  price of $.01 per Right.  The
description and terms of the Rights are set forth in a Rights Agreement dated as
of February 17, 1997 by and between The Company and SunTrust Bank,  Atlanta,  as
Rights Agent.

This document contains certain forward-looking  statements within the meaning of
the  Private  Securities  Litigation  Reform  Act  of  1995  including,  without
limitation,  statements regarding possible benefits associated with the possible
alliance with Indigo Medical Inc., future costs of sales, S,G&A expenses 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 conventional and newly developed methods of treating  localized
cancer.

<PAGE>


PART II - OTHER INFORMATION

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


         (a)  None

         (b)  Reports on Form 8-K.

              The  Company  filed a Report on Form 8-K dated  January  13, 1997
reporting that the Company had entered into four  agreements  dated December 27,
1996, each for the purchase of a cyclotron from Ion Beam Applications  s.a., the
manufacturer of Theragenics'  current four cyclotrons. The filing also reported
that in an agreement  with  NationsBank  dated December 7, 1996, the Company had
secured an $11 million revolving credit facility.

              An amendment to the above referenced  Report on Form 8-K was filed
on March 25, 1997. This filing reflects incorporation of Securities and Exchange
Commission  requests  pertaining  to the  confidential  portions  of the initial
Reoort on Form 8-K.

              The Company filed a Report on Form 8-K dated March 26, 1997 
announcing the Annual Meeting of  Stockholders to held on June 6, 1997 at
10: A.M., at the Gwinnett Civic & Cultural Center, Sugarloaf Parkway, Duluth,
Georgia  30136.


<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: May 9, 1997