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 Quarter Ended September 30, 1996  Commission File No. 0-15443

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

                    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: (404) 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


Indicate  the number of shares  outstanding  of each of the  issuers  classes of
common stock, as of the latest practicable date:



          CLASS            Shares Outstanding at November 7, 1996
      Common Stock,                      11,658,931
     par value $.01

<PAGE>


                     THERAGENICS CORPORATION

                        TABLE OF CONTENTS


                                             Page
PART I  - FINANCIAL INFORMATION:

  ITEM 1. FINANCIAL STATEMENTS

    Balance Sheets - December 31, 1995 and
    September 30, 1996 (unaudited) .......................3

    Statements of Earnings for the Three and Nine
    Months Ended September 30, 1995 and 1996 (unaudited)..5

    Statements of Cash Flows for the Three and Nine
    Months Ended September 30, 1995 and 1996 (unaudited)..6

    Statements of Changes in Stockholders' Equity for
    the Nine Months Ended September 30, 1996 (unaudited)..8

    Notes to Financial Statements....................... 10

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

PART II - OTHER INFORMATION

  ITEM 6 EXHIBITS AND REPORTS ON FORM 8K.................13

SIGNATURE................................................14

<PAGE>
<TABLE>


                  PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements


                     THERAGENICS CORPORATION

                          BALANCE SHEETS

             DECEMBER 31, 1995 AND SEPTEMBER 30, 1996

                             ASSETS

<CAPTION>


                                              December 31,  September 30,
                                                  1995          1996
                                                            (Unaudited)
<S>                                           <C>           <C>  
CURRENT ASSETS
   Cash and short-term investments            $ 3,266,338   $ 1,712,174
   Trade Accounts Receivable                    1,335,645     2,169,232
   Inventories                                    166,955       195,347
   Prepaid expenses and other
    current assets                                 67,521        69,325
                                                ---------     ---------
   Total current assets                         4,836,459     4,146,078
                                                ---------     ---------
PROPERTY AND EQUIPMENT
   Building                                     1,690,045     1,702,170
   Leasehold Improvement                          138,978       138,978
   Machinery and equipment                      8,203,256     8,249,233
   Office furniture and equipment                  44,721        65,057
                                               ----------    ----------
                                               10,077,000    10,155,438
   Less accumulated depreciation
    and amortization                           (2,194,164)   (2,860,930)
                                               ----------    ----------
                                                7,882,836     7,294,508
   Land                                            49,485       523,353
   Construction in progress                     2,140,894     7,203,108
                                               ----------    ----------
                                               10,073,215    15,020,969

OTHER ASSETS
   Deferred Tax Asset                           1,810,000       871,563
   Patent Costs                                    90,704        84,763
   Other                                           67,804        62,230
                                              -----------   -----------
                                                1,968,508     1,018,556
                                              -----------   -----------
                                              $16,878,182   $20,185,603
                                              ===========   ===========
</TABLE>

<PAGE>

<TABLE>

                     THERAGENICS CORPORATION

                          BALANCE SHEETS
                           (Continued)

             DECEMBER 31, 1995 AND SEPTEMBER 30, 1996

              LIABILITIES AND STOCKHOLDERS' EQUITY

<CAPTION>

                                              December 31,  September 30
                                                 1995           1996
                                                            (Unaudited)
<S>                                           <C>           <C>      

CURRENT LIABILITIES:
   Current portion of long term debt          $   511,362   $   498,457
   Trade accounts payable                         348,191       250,291
   Accrued salaries, wages,
   and payroll taxes                              225,138       271,219
   Income taxes payable                             3,255           -
   Other current liabilities                       12,680       221,953
                                                ---------     ---------
   Total current liabilities                    1,100,626     1,241,920
                                                ---------     ---------

LONG TERM DEBT:
   Long Term Debt                               1,008,135       641,793


SHAREHOLDERS' EQUITY:
   Common stock, $.01 par
   value, 50,000,000 shares
   authorized; 11,394,785 and
   11,658,931 shares had been
   issued and outstanding as
   of December 31, 1995 and
   September 30, 1996, respectively.              113,948       116,589
   Additional paid-in capital                  16,390,170    17,470,128
   Retained Earnings;
    (Accumulated deficit)                      (1,734,697)      715,173
                                               ----------    ----------
      Total stockholders' equity               14,769,421    18,301,890
                                               ----------    ----------
                                              $16,878,182   $20,185,603
                                               ==========    ==========

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

<PAGE>
<TABLE>
 


                     THERAGENICS CORPORATION

                      STATEMENTS OF EARNINGS
 FOR THE THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 1995 AND 1996
                           (Unaudited)
<CAPTION>

                             Three Months               Nine Months
                           Ended September 30       Ended September 30
                           1995          1996       1995          1996
                         ---------------------   -----------------------
<S>                      <C>         <C>         <C>         <C>

REVENUES:
Sales ................   $1,926,456  $3,144,297  $5,587,134  $8,569,188
Licensing Fees .......        -           -          85,431     100,000

COSTS & EXPENSES:
Cost of sales .........     665,346     958,030   1,940,274   2,598,640
Selling, general, and
   administrative .....     607,124     721,771   1,884,724   2,185,371     
Research and
development ...........       2,873       1,002      17,068       3,177
                          ---------   ---------   ---------   ---------
                          1,275,343   1,680,803   3,842,066   4,787,188

OTHER INCOME (EXPENSE):
Interest income .......      37,829      26,152     102,078      98,309
Interest expense ......         -        (9,760)        -       (22,429)
Other .................      (9,738)        588     (17,078)     (6,477)
                         ----------  ----------   ---------   ---------
                             28,091      16,980      85,000      69,403
                         ----------  ----------   ---------   ---------
NET EARNINGS BEFORE
 INCOME TAXES .........     679,204   1,480,474   1,915,499   3,951,403

Income tax expense ....     258,098     562,580     727,890   1,501,533
                         ----------  ----------   ---------   ---------
NET EARNINGS ..........     421,106     917,894   1,187,609   2,449,870

NET EARNINGS PER COMMON
SHARE                         $ .04       $ .07       $ .10       $ .20
                         ==========  ==========  ==========  ==========
WEIGHTED AVERAGE
SHARES                   11,937,322  12,298,440  11,826,326  12,220,313
                         ==========  ==========  ==========  ==========


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

<PAGE>
 
<TABLE>


                                THERAGENICS CORPORATION
                                STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996
                                        (Unaudited)
<CAPTION>

                                Three Months                 Nine Months
                              Ended September 30           Ended September 30
                               1995        1996             1995      1996
<S>                        <C>          <C>            <C>         <C>

CASH FLOWS FROM
OPERATING ACTIVITIES:
Earnings                   $ 421,106    $ 917,894      $1,187,609  $ 2,449,870
Adjustments to reconcile
net earnings to net cash
provided by operating
activities:
Depreciation and
amortization                 223,259      228,089         587,813      672,707
Change in assets and
liabilities:
Accounts receivable         (111,446)    (436,172)       (457,645)    (833,587)
Inventories                   21,562      (27,700)         (2,803)     (28,392)
Prepaid expenses and
other current assets          27,148       40,375          20,871       (1,804)
Deferred tax asset           253,472      512,370         717,769      938,437
Other assets                     821        9,303          22,322        5,574
Trade accounts payable         2,277     (454,360)         (5,687)     (97,900)
Accrued salaries, wages
and payroll taxes             12,128       41,193         112,014       46,081
Other current
liabilities                   35,061      181,365          66,285      206,018
                             -------      -------       ---------     --------
Total Adjustments            464,282       94,391       1,060,939     (907,134)
                             -------      -------       ---------     --------
Net cash provided by
    operating activities     885,388    1,012,285       2,248,548    3,357,004

CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchases and construction 
of property and equipment   (623,156)   (1,897,771)    (1,037,519)  (5,614,520)
Retirements of
property and equipment           643         -              1,677          -
Patent costs                      54         -             (3,578)         -
</TABLE>

<PAGE>
<TABLE>
 



                                 THERAGENICS CORPORATION
                                STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996
                                       (Unaudited)
<CAPTION>

                              Three Months                     Six Months
                           Ended September 30             Ended September 30
                            1995        1996               1995        1996
<S>                       <C>          <C>            <C>          <C>   

Purchases/sales of
marketable securities         -           -             50,000          -
                           --------    ----------     --------     ----------
Net cash provided/(used)
by investing activities    (622,459)   (1,897,771)    (989,420)    (5,614,520)

CASH FLOWS FROM FINANCING
ACTIVITIES:
Exercise of stock options    217,000      238,210       272,746     1,082,599
Repayment of term loan      (118,369)    (129,042)     (348,275)     (379,247)
Net cash provided/(used)    --------     --------      --------      --------
by financing activities     ( 98,631)     109,168      ( 75,529)      703,352

NET INCREASE (DECREASE) IN
CASH AND SHORT-TERM
INVESTMENTS                  361,560      776,318     1,183,599    (1,554,164)

CASH AND SHORT-TERM
INVESTMENTS
AT BEGINNING OF PERIOD     3,139,502    2,488,492     2,317,463     3,266,338
                           ---------    ---------     ---------     ---------
CASH AND SHORT-TERM
INVESTMENTS AT END
OF PERIOD                 $3,501,062   $1,712,174    $3,501,062    $1,712,174
                           =========    =========     =========     =========
              The accompanying notes are an integral part of these statements.

</TABLE>


<PAGE>
<TABLE>

 


                              THERAGENICS CORPORATION

                   STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                     (Unaudited)

<CAPTION>

                                                         Retained
                              Common Stock  Additional   Earnings
                    Number of  Par Value     Paid-in   (Accumulated
                     shares     $.01         capital     deficit)     Total
 
 
<S>                <C>         <C>        <C>          <C>          <C>
 
BALANCE,
December 31, 1995  11,394,785  $113,948   $16,390,170  $(1,734,697) $14,769,421

Exercise of
stock options         264,146     2,641       588,380          -        591,021
Income tax benefit
from stock options
exercised                 -         -         491,578          -        491,578
Net earnings for
the period                -         -             -      2,449,870    2,449,870
                    ---------   -------    ----------    ---------    ---------
BALANCE,
September 30,
1996               11,658,931  $116,589   $17,470,128     $715,173  $18,301,890
                   ==========   =======    ==========      =======   ==========

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

<PAGE>
 


                       THERAGENICS CORPORATION


                    NOTES TO FINANCIAL STATEMENTS

                         September 30, 1996
                             (Unaudited)



NOTE A - BASIS OF PRESENTATION

 The  accompanying  unaudited  financial  statements  included  herein have been
 prepared in  accordance  with  generally  accepted  accounting  principles  for
 interim  financial  information and with the instructions to Form 10-Q and Rule
 10-01 of Regulation  S-X.  Certain  information and notes required by generally
 accepted  accounting  principles  for complete  financial  statements  has been
 condensed  or  omitted.  However,  there  has been no  material  change  in the
 information  disclosed  in  the  notes  to  consolidated  financial  statements
 included in the Annual Report on Form 10-K of Theragenics  Corporation  for the
 year ended  December 31, 1995. In the opinion of  Management,  all  adjustments
 including normal recurring  accruals  necessary to present fairly the financial
 position as of September 30, 1996, and the results of  operations,  cash flows,
 and  changes  in  shareholders  equity  for the  three  and nine  months  ended
 September  30, 1996 have been  included.  Operating  results for the nine month
 period ended September 30, 1996 are not  necessarily  indicative of the results
 that may be expected for the year ending  December 31,  1996.  These  financial
 statements and notes should be read in conjunction  with the audited  financial
 statements  and notes thereto for the year ended  December 31, 1995 included in
 the Form 10-K filed by the Company.







<PAGE>


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

Results of Operations

Revenues - Revenues for the quarter  were up 63 percent over the third  quarter
of 1995 contributing to YTD revenues ($8,669,188) being 53 percent higher than 
the first nine months of last year.  Marketing  efforts  along with a general 
increase in awareness of prostate  cancer  treatment  options have  contributed
to increased patient and physician  acceptance of interstitial  seeding as a 
desirable option for the treatment of this disease.

The Company's net profit more than doubled in the third quarter to $917,894,  or
$.07 per share as  compared to $421,106 or $.04 per share for the same period in
1995.  YTD profits rose 106 percent to  $2,449,870  from  $1,187,609  with 
earnings per share of $.20 versus $.10.


Costs and Expenses - Cost of sales for the third  quarter and the nine months as
a percent of revenues  decreased to  approximately  30 percent versus 34 percent
for the same periods last year reflecting  economies of scale. Cost of sales for
the third  quarter  and the first nine months of 1996  increased  over the third
quarter  and first nine months of 1995 by $292,684  and  $658,366  respectively.
Both increases were in line with increased  sales.  As new production  equipment
(i.e.,  cyclotrons)  is  brought  on  line,  expenses  (including  depreciation)
associated  with this new  equipment  are  expected  to  depress  gross  margins
slightly until capacity  utilization of the equipment  increases.  Additionally,
the Company constantly  evaluates and implements programs to improve the quality
and efficiency of its manufacturing  operations while maintaining an emphasis on
a safe work  environment.  Although it is impossible to forecast the  collective
impact of these  programs,  they can  impact  cost of sales in both the near and
long terms.

S,G&A expenses for the third quarter as a percent of sales decreased
to 23 percent  from 32 percent  for the same period  last year.  The  nine-month
percentages  were 25 percent for 1996  versus 34 percent  for 1995.  While these
reductions reflect economies of scale, continued declines of S,G&A expenses as a
percent of sales cannot be  expected to  continue  as  personnel  and systems
reach their capacity  workload.  Dollar value of S,G&A expenses were $.7 million
in the third  quarter of 1996,  compared to $.6 million in the third  quarter of
1995.  For the first nine months of the year,  S,G&A expenses were $2.2 million,
compared to 1.9 million in the same period in 1996.  The increase was  primarily
due to higher marketing investment in support of the Company's volume growth.

The  decrease in interest  income can be  attributed  mainly to the  decrease in
short-term investments due to increased capital expenditures.



Liquidity and Capital Resources

The Company had cash, cash  equivalents,  short-term  investments and marketable
securities  of $1.7 million at September  30, 1996,  compared to $3.3 million at
December 31, 1995. The $1.6 million reduction in cash was primarily attributable
to capital expenditures of $5.6 million of construction in progress payments for
cyclotrons  number three and four, the facilities to house the equipment and the
purchase of land for future expansion.  Cash from operations funded $3.4 million
of the  construction  in progress  payments.  In  addition,  approximately  $1.1
million was  generated  through the exercise of stock  options while $.4 million
was used for debt repayment.

Following the close of the third quarter an additional  $.5 million  payment was
made on cyclotron number three.  Management  estimates that  approximately  $1.0
million  remains to be spent on the expansion  project for cyclotrons  three and
four. The Company  currently has in place a $5 million dollar credit facility of
which less than $1 million has been drawn.  Management  believes  that cash flow
from operations,  the availability of funds under its bank credit agreements and
the  availability of other forms of financing  should permit the Company to meet
anticipated capital expenditures and working capital needs as well as to service
its debt and fund future growth as new business opportunities arise.

This document contains certain forward-looking  statements within the meaning of
the  Private  Securities  Litigation  Reform  Act  of  1995  including,  without
limitation,  statements  regarding 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) Exhibit 27 - Financial Data Schedule

 (b) Reports on Form 8-K

     No reports on Form 8-K were filed during the quarter  ended  September  30,
     1996.








































<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


                                    PRINCIPAL FINANCIAL OFFICER:



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


Dated: November 7, 1996