SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                   ------------------------------------------
                                    FORM 10-K
   (mark one)
   [ X ]Annual Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the fiscal year ended September 27, 1997

   [   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934
                         Commission file number 1-13104

                             THERMOLASE CORPORATION
             (Exact name of Registrant as specified in its charter)
   Delaware                                                      06-1360302
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                       Identification No.)

   10455 Pacific Center Court
   San Diego, California                                         92121-4339
   (Address of principal executive offices)                      (Zip Code)
       Registrant's telephone number, including area code: (781) 622-1000
           Securities registered pursuant to Section 12(b) of the Act:

            Title of each class        Name of Exchange on which registered
       ----------------------------    ------------------------------------
       Common Stock, $.01 par value           American Stock Exchange
       Units (each unit consisting
        of one share of common stock
        and one redemption right)             American Stock Exchange
           Securities registered pursuant to Section 12(g) of the Act:
                                      None

   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, and (2) has been subject to the
   filing requirements for at least the past 90 days. Yes [ X ] No [  ]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
   405 of Regulation S-K is not contained herein, and will not be contained,
   to the best of the Registrant's knowledge, in definitive proxy or
   information statements incorporated by reference into Part III of this Form
   10-K or any amendment to this Form 10-K. [  ]

   The aggregate market value of the voting stock held by nonaffiliates of the
   Registrant as of October 31, 1997, was approximately $175,977,000.

   As of October 31, 1997, the Registrant had 38,488,798 shares of Common
   Stock outstanding.
                        DOCUMENTS INCORPORATED BY REFERENCE
   Portions of the Registrant's Annual Report to Shareholders for the fiscal
   year ended September 27, 1997, are incorporated by reference into Parts I
   and II.

   Portions of the Registrant's definitive Proxy Statement for the Annual
   Meeting of Shareholders to be held on March 5, 1998, are incorporated by
   reference into Part III.
PAGE
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                                     PART I

    Item 1. Business

    (a) General Development of Business

        ThermoLase Corporation (the Company or the Registrant) has developed
    a laser-based system called SoftLight(SM) for the removal of unwanted
    hair. The SoftLight system uses a low-energy, dermatology laser in
    combination with a lotion that absorbs the laser's energy to disable hair
    follicles. In April 1995, the Company received clearance from the U.S.
    Food and Drug Administration (FDA) to commercially market hair-removal
    services using the SoftLight system.

        The Company is marketing the SoftLight system in the U.S. through its
    Spa Thira locations and through licensing agreements with physicians and
    others. The Company is marketing the SoftLight system internationally by
    engaging in joint ventures and other licensing arrangements with
    companies or individuals that are experienced in those locations.

        The Company opened its first Spa Thira in early fiscal 1996, and had
    a total of four opened by the end of fiscal 1996. In fiscal 1997, the
    Company opened nine more domestic spas, and by October 1997 had a total
    of 14 domestic Spa Thira locations. In addition, the Company's
    international arrangements resulted in the opening of spas in Paris in
    May 1997 and Lugano, Switzerland, in October 1997.

        In June 1996, the Company commenced a program to license to
    physicians and others the right to perform the Company's patented
    SoftLight hair-removal procedure. In this program, the Company licenses
    its technology and receives a one-time fee and a per-procedure royalty.
    The Company also provides the licensees with the lasers and lotion that
    are necessary to perform the service.

        The Company is marketing the SoftLight system internationally through
    joint ventures and other licensing arrangements. In January 1996, the
    Company established a joint venture in Japan. During fiscal 1997, the
    Company established joint ventures in France in November 1996 and England
    in September 1997, and six additional licensing arrangements: in Saudi
    Arabia in November 1996; in Tunisia and Belgium in December 1996; in the
    United Arab Emirates and Oman in March 1997; in Switzerland in April
    1997; in Brazil in June 1997; and in the United Kingdom (excluding
    England) and the Republic of Ireland in September 1997.

        The Company continues to pursue an extensive research and development
    program to improve the efficacy and duration of its hair-removal
    treatment. The Company has developed a modification to its procedure,
    called SoftLight 2.0, and began introducing this procedure in its spas
    and to its licensees in September 1997. Although the clinical laboratory
    results are encouraging, the results are preliminary and there can be no
    assurance that SoftLight 2.0 will be successful in improving the
    hair-removal process. The Company believes that improvements in the
    hair-removal procedure are critical elements in its ability to improve
    the profitability of its business.

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        In March 1997, the Company filed with the FDA a 510(k) application
    seeking clearance to market cosmetic skin resurfacing services utilizing
    its SoftLight Rejuvenation(TM) Laser, including wrinkle- and skin-texture
    treatment. This technology, which uses the same laser as the Company's
    hair-removal system, is designed to improve the skin's appearance and
    texture.

        The Company also manufactures and markets skin-care, bath, and body
    products through its CBI Laboratories, Inc. (CBI) subsidiary, which also
    manufactures the lotion used in the SoftLight hair-removal process.

        As of September 27, 1997, ThermoTrex Corporation (ThermoTrex) owned
    25,960,996 shares of the common stock of the Company, representing 67% of
    such stock then outstanding. A majority-owned subsidiary of Thermo
    Electron Corporation (Thermo Electron), ThermoTrex, through its
    majority-owned and wholly owned subsidiaries, manufactures mammography
    and other specialized and general-purpose X-ray equipment, as well as
    digital breast-biopsy systems, in addition to the Company's products and
    services. ThermoTrex also conducts advanced technology research in the
    areas of communications, avionics, X-ray detection, signal processing,
    and lasers. As of September 27, 1997, Thermo Electron owned 781,208
    shares of the common stock of the Company, representing 2% of such stock
    then outstanding. Thermo Electron purchased such shares in the open
    market during fiscal 1997 for $10,166,000. Thermo Electron is a world
    leader in environmental monitoring and analysis instruments, biomedical
    products such as heart-assist devices and mammography systems,
    papermaking and recycling equipment, biomass electric power generation,
    and other specialized products and technologies. Thermo Electron also
    provides a range of services related to environmental quality.

        ThermoTrex intends for the foreseeable future to maintain at least
    50% ownership of the Company. This may require the purchase by ThermoTrex
    of additional shares of Company common stock from time to time as the
    number of outstanding shares issued by the Company increases. These or
    any other purchases by ThermoTrex or Thermo Electron may be made either
    on the open market or directly from the Company. See Notes 5 and 8 to
    Consolidated Financial Statements in the Registrant's Fiscal 1997 Annual
    Report to Shareholders for a description of outstanding stock options and
    subordinated convertible debentures.

        The Company purchased SoftLight laser systems and components from
    Trex Medical Corporation (Trex Medical), a majority-owned subsidiary of
    ThermoTrex, at an aggregate cost of $11,390,000, $8,549,000, and $350,000
    in fiscal 1997*, 1996, and 1995, respectively. As of September 27, 1997,
    the Company has committed to purchase additional laser systems and
    components at an aggregate cost of $6,006,000.

    * In September 1995, the Company changed its fiscal year end from the
    Saturday nearest December 31 to the Saturday nearest September 30.
    References to "fiscal 1997," "fiscal 1996," and "fiscal 1995" herein are
    for the years ended September 27, 1997, and September 28, 1996, and the
    nine months ended September 30, 1995, respectively.

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    Forward-looking Statements
        Forward-looking statements, within the meaning of Section 21E of the 
    Securities Exchange Act of 1934, are made throughout this Annual Report
    on Form 10-K. For this purpose, any statements contained herein that are
    not statements of historical fact may be deemed to be forward-looking
    statements. Without limiting the foregoing, the words "believes,"
    "anticipates," "plans," "expects," "seeks," "estimates," and similar
    expressions are intended to identify forward-looking statements. There
    are a number of important factors that could cause the results of the
    Company to differ materially from those indicated by such forward-looking
    statements, including those detailed under the heading "Forward-looking
    Statements" in the Registrant's Fiscal 1997 Annual Report to
    Shareholders, which statements are incorporated herein by reference.

    (b) Financial Information About Industry Segments

        The Company conducts business in one industry segment.

    (c) Description of Business

        (i) Principal Products and Services

    Laser-based Hair Removal

        The patented SoftLight system uses a low-energy, dermatology laser in
    combination with a specially developed lotion that directs and absorbs
    the laser's energy to disable hair follicles. Unlike electrolysis, the
    SoftLight system can disable numerous hair follicles at one time. As a
    result, the Company believes that it will be able to address a larger
    market than electrolysis by offering hair removal from large areas, such
    as the legs. The lasers, which are similar to those used for tattoo and
    birthmark removal, are manufactured for the Company by Trex Medical. The
    lotion is manufactured by the Company's CBI Laboratories subsidiary.

        In a typical treatment, the area from which hair is to be removed is
    given a gentle cleansing. The lotion is then applied to the skin, and the
    area is scanned several times with the laser beam. The laser energy is
    absorbed by the lotion that has penetrated the hair duct, causing the
    temperature of the lotion to increase to a level that disables the hair
    follicles. The laser treatment most effectively disables hair follicles
    in the active growing (anagen) stage of development, and at any one time,
    a certain percentage of hair follicles are in the resting (telogen)
    stage. Therefore, it is necessary for clients to return for one or more
    additional treatments to ensure that each follicle is treated while in
    the active stage of hair growth. The number of follow-up sessions
    required and the time interval between treatments varies depending on the
    particular characteristics of the client and the anatomical site being
    treated.

        The Company's spas currently offer a variety of pricing programs,
    including a fixed fee for a single treatment (occurring over two visits)
    as well as fixed fees for multiple treatments during specified time
    periods. The per-session cost of the SoftLight system to the customer is,
    in general, substantially higher than the per-session costs of

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    alternative methods of hair removal, including waxing, electrolysis, and
    shaving. The total cost of the SoftLight treatments in comparison to
    these alternatives varies depending on factors including the body part
    treated, the pricing plan selected, and the length of time for which hair
    is removed in comparison to such alternatives.

        The Company has invested and continues to invest in research and
    development to improve the SoftLight hair-removal process. In fiscal
    1997, ThermoLase spent $5,704,000 on research and development and created
    an in-house clinic with the ability to biopsy hair follicles. Through
    examination of biopsies, which show the cellular structure of the entire
    follicle, researchers were able to test many parameters related to the
    process and the extent of damage to the follicle. The Company believes
    that the greater the cellular damage to the follicle, the less likely a
    healthy hair will regrow.

        In September 1997 the Company introduced SoftLight 2.0, a
    modification of the hair-removal process that is intended to increase the
    effectiveness of the treatment. The Company has modified its lotion,
    thereby eliminating the need for waxing, part of the process used in
    earlier treatment protocols, and added an additional step to better
    direct the laser energy into the hair follicle. The Company is continuing
    to evaluate the results of the new protocol as well as the connection
    between follicle damage and long-term hair removal.

        ThermoLase opened its first Spa Thira salon in La Jolla, California,
    in November 1995. Since then, the Company has opened domestic spas in
    Beverly Hills and Newport Beach, California; Boca Raton, Miami Beach, and
    Palm Beach, Florida; Chicago, Illinois; Dallas and Houston, Texas;
    Denver, Colorado; Detroit, Michigan; Greenwich, Connecticut; Manhasset,
    New York; and Minneapolis, Minnesota. In addition, the Company signed a
    lease and plans to open a spa in the Georgetown section of Washington,
    D.C., during fiscal 1998. Internationally, the first European spa opened
    in Paris in May 1997 and an additional spa opened in Lugano, Switzerland,
    in October 1997. A spa is also under construction in Dubai in the United
    Arab Emirates, and additional spas are expected to be constructed in
    Japan, Saudi Arabia, Brazil, and London, pending regulatory approvals.

        The international spas are being developed pursuant to joint ventures
    and other licensing arrangements. In January 1996, the Company
    established a joint venture in Japan. During fiscal 1997, the Company
    established joint ventures in France in November 1996 and England in
    September 1997, and six additional licensing arrangements: in Saudi
    Arabia in November 1996; in Tunisia and Belgium in December 1996; in the
    United Arab Emirates and Oman in March 1997; in Switzerland in April
    1997; in Brazil in June 1997; and in the United Kingdom (excluding
    England) and the Republic of Ireland in September 1997.

        The Company's existing and planned spas are designed to reflect the
    environment of a luxurious day spa. The Company believes that the
    uniformity of its centers will foster brand recognition and facilitate
    the opening of new spas. The Company currently uses medical staff,
    including physicians and nurses, as well as other personnel, to operate
    the SoftLight system at its centers.

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        In June 1996, the Company initiated a program to license its
    SoftLight technology to doctors. In this program, the Company receives a
    per-procedure royalty that varies depending on the anatomical site
    treated and pricing plan selected by the client. The Company also
    provides the doctors with the lasers and supplies that are necessary to
    perform the service. As of November 1997, approximately 150 lasers were
    placed in practices in 33 states and certain international markets.

        The Company advertises the SoftLight system through an advertising
    and public relations campaign focused on Company exposure in fashion and
    health magazines as well as the national news media.

        During fiscal 1997 and fiscal 1996, the Company derived revenues of
    $21,037,000 and $4,647,000, respectively, from laser-based hair removal
    services.

    Personal-care Products

        In December 1993, the Company acquired CBI, a designer, developer,
    manufacturer, and packager of high-quality personal-care products for
    sale to retailers under its own brand names and as a contract
    manufacturer under arrangements with third parties. CBI develops and
    manufactures most of its products, which include shampoos, lotions,
    shower creams, bath salts, and facial treatments, using botanicals and
    herbal extracts. CBI has the facilities and personnel to develop new
    product formulations, design packaging layouts, mix and fill
    formulations, and package final products for distribution. CBI does not
    manufacture packaging such as containers and boxes, but contracts with
    third parties for these supplies. CBI has a portfolio of approximately
    3,000 formulations, and may manufacture up to 300 different products in a
    quarter. Through fiscal 1995, CBI's sales accounted for all of the
    Company's revenues.

        CBI divides its business into three primary groups: Salon, Custom
    Design, and Store Brands. The Salon group, which represents CBI's
    original business, develops and manufactures a line of products primarily
    sold directly by CBI to professional estheticians in skin-care salons and
    spas. The Custom Design group markets CBI's manufacturing and design
    services primarily to major retailers and multilevel marketing groups for
    custom design of private-label product lines. The Store Brands group
    markets complete proprietary product lines created by CBI, including
    product formulations, packaging, brand name, and promotional materials,
    which can be purchased by a customer for sale in its retail outlets as an
    exclusive product line. In addition, CBI has developed a line of branded
    products that are sold through Spa Thira locations, physicians' offices,
    and other retail channels.

        CBI's marketing and sales strategy varies by product line. Sales in
    the Salon group are made by phone solicitations and by sales
    representatives. Sales in the Custom Design and Store Brands groups are
    managed by the president of CBI and a group of account executives working
    exclusively in this area. In addition, the Company expects its network of
    Spa Thira salons and physicians' offices where SoftLight services are
    offered to provide a retail outlet for CBI's salon products. To support

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    its marketing activities, CBI attends industry trade shows and advertises
    in major trade publications.

        During fiscal 1997, 1996, and 1995, the Company derived revenues of
    $24,196,000, $23,165,000, and $17,544,000 from the sale of personal-care
    products.

        (ii) New Products

        In June 1995, the Company was issued a U.S. patent covering a
    laser-based skin-treatment system for cosmetic skin resurfacing,
    including wrinkle- and skin-texture treatments. In this process, the same
    Nd:YAG laser used in the SoftLight hair-removal system is used in
    conjunction with a specially developed lotion. The laser's energy passes
    through the skin's surface and reacts with the lotion, creating heat and
    mechanical energy that remove the outer layer of dead skin. The Company
    also believes that the heat passing into the dermal layers may stimulate
    formation of collagen and elastin -- the substances in the dermal tissue
    that keep the skin strong and supple. The Company performed studies at
    two sites: the University of New Mexico and in Westwood, New Jersey,
    under the direction of Dr. David Goldberg, to determine the safety and
    efficacy of this system. During the second quarter of fiscal 1997, the
    Company submitted a 510(k) application to the U.S. FDA for its SoftLight
    Rejuvenation(TM) Laser, seeking clearance to market the process for
    cosmetic skin resurfacing, including wrinkle- and skin-texture treatment.
    If the system is commercially viable and the Company receives FDA
    clearance to market it, the Company currently intends to offer its
    SoftLight Rejuvenation system at its Spa Thira salons and/or through
    licensees.

        (iii) Raw Materials

        In connection with its SoftLight 2.0 process, the Company currently
    uses a hydrogel product that is currently available from only one source.
    The Company has been able to obtain an adequate supply of hydrogel to
    satisfy its current needs for the product, but there can be no assurance
    that it will be able to do so indefinitely or that the Company will
    continue to be able to obtain an adequate supply of the product at prices
    acceptable to the Company. Other raw materials, components, and supplies
    purchased by the Company are either available from a number of different
    suppliers or from alternative sources that could be developed without a
    material adverse effect on the Company. To date, the Company has
    experienced no difficulties in obtaining these materials.

        (iv) Patents, Licenses, and Trademarks

        The Company's policy is to protect its intellectual property rights
    relating to its work on the SoftLight system including, if appropriate,
    applying for patents in the U.S. and foreign countries. The Company has
    been issued two U.S. patents and certain foreign patents related to its
    hair-removal system, and has various patents pending to extend the
    coverage of the U.S. patents in the U.S. and in foreign countries. The
    Company has corresponding patent applications pending in numerous foreign
    countries and in the European Community (EC) and has reserved its rights

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    to file further corresponding patent applications in countries which are
    members of the Patent Cooperation Treaty (PCT). The Company's issued U.S.
    patents cover a hair-removal system that incorporates a substance that
    penetrates the hair duct and absorbs the energy from an illuminating
    light source that penetrates the skin.

        The Company has been issued one U.S. patent related to its SoftLight-
    Rejuvenation Laser. The Company has corresponding patent applications
    pending in numerous foreign countries and has reserved its rights to file
    further corresponding patent applications in countries which are members
    of the PCT.

        The Company has patent applications pending in the United States and
    has reserved its rights to file patent applications in countries that are
    members of the PCT, related to a laser-based drug-delivery system using a
    concept similar to its laser-based hair-removal system.

        The Company intends to aggressively pursue any person or company that
    offers services that the Company believes infringe on one or more of its
    patents.

        The technology underlying the SoftLight system, including all patents
    issued thereon, belongs to the Company by virtue of a license agreement
    executed in February 1993 between the Company and the inventor of the
    system, which grants the Company an irrevocable, exclusive, worldwide,
    perpetual license to the technology in exchange for a $100,000 commitment
    fee and a royalty equal to 0.25% of revenues generated from the sale or
    use of the SoftLight system through February 10, 2010.

        CBI relies primarily on trade secret protection for the proprietary
    formulations that form the basis of its products. CBI generally retains
    the proprietary rights to the formulations it develops, either for itself
    or for a specific customer.

        (v) Seasonal Influences

        There are no significant seasonal influences on the Company's sales.

        (vi) Working Capital Requirements

        There are no special inventory requirements or credit terms extended
    to customers that would have a material adverse effect on the Company's
    working capital.

        (vii) Dependency on a Single Customer

        No single customer accounted for more than 10% of the Company's total
    revenues in fiscal 1997.

        (viii) Backlog

        The Company's backlog of firm orders at September 27, 1997, and
    September 28, 1996, which consisted exclusively of orders for CBI's
    products, was $2,820,000 and $5,466,000, respectively. The Company

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    estimates that CBI will continue to represent a decreasing portion of
    total revenues as revenues from hair-removal services increase. The
    Company does not believe that the decrease in backlog at CBI is
    necessarily indicative of a trend. The Company anticipates that
    substantially all of its 1997 backlog will be shipped or completed during
    fiscal 1998.

        (ix) Government Contracts

        Not applicable.

        (x) Competition

        The Company expects that, in the near term, the principal competitors
    relative to the hair removal treatment using the SoftLight system will be
    electrolysis providers. The electrolysis market is characterized by many
    small practitioners. Although the Company believes that it has a
    significant competitive advantage over electrolysis, it does not have the
    well-established network of client relationships that many electrologists
    have. Over time, it is expected that the Company will face growing
    competition from other laser-based hair removal services. Four other
    laser manufacturers received market clearance from the FDA in 1997 for
    hair removal. The Company expects that others, in addition to the laser
    companies that currently have clearance for hair removal, will seek to
    develop similar technologies and products that may compete directly with
    the SoftLight system. The Company's services will also compete with other
    hair-removal products and methods. The Company believes that competition
    for its hair-removal services is based primarily on efficacy, price,
    comfort, and safety.

        Should it receive clearance to market the SoftLight Rejuvenation
    Laser system for skin resurfacing, the Company expects that its principal
    competitors will be providers of carbon dioxide laser and chemical peel
    resurfacing and traditional spa-based services. The Company believes that
    its SoftLight Rejuvenation skin treatment system will offer customers an
    alternative to more aggressive skin-texture and wrinkle-treatment
    methods.

        The professional skin-care and bath-and-body products markets are
    highly competitive. In selling its Salon product line, CBI competes with
    a number of small manufacturers and divisions of larger companies. The
    competition in this market is fragmented with no one competitor
    dominating the market. In the Custom Design and Store Brands groups, CBI
    competes with numerous contract packaging companies that can prepare and
    package custom formulations for customers. Some of these competitors have
    substantially greater financial, marketing, and research and development
    resources than those of the Company. CBI competes in these markets by
    offering its customers exclusive product lines that the Company believes
    can generally be sold at a lower price but with higher margins than CBI's
    competitors.

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        (xi) Research and Development

        During fiscal 1997, fiscal 1996, and fiscal 1995, the Company
    incurred approximately $5,704,000, $3,470,000, and $3,151,000,
    respectively, of internally sponsored research and development programs. 
    Approximately 31 professional employees were engaged full-time in
    research and development activities at September 27, 1997.

        (xii) Environmental Protection Regulations

        The Company believes that compliance with federal, state, and local
    environmental regulations will not have a material adverse effect on its
    capital expenditures, earnings, or competitive position.

        (xiii) Number of Employees

        As of September 27, 1997, the Company employed 454 people.

    (d) Financial Information about Exports by Domestic Operations

        Financial information about exports by domestic operations is
    summarized in Note 11 to Consolidated Financial Statements in the
    Registrant's Fiscal 1997 Annual Report to Shareholders, which information
    is incorporated herein by reference.

    (e) Executive Officers of the Registrant

                                    Present Title (Fiscal Year First
    Name                       Age  Became Executive Officer)
    -----------------------------------------------------------------------
    John C. Hansen             38   President and Chief Executive Officer
                                      (1995)
    John N. Hatsopoulos        63   Chief Financial Officer and
                                      Vice President (1992)
    Dr. Paul E. Cain           49   Vice President (1993)
    John J. Mlynski            40   Vice President, International (1997)
    Raymond D. Sphire          38   Vice President (1996)
    Charles K. Wittenberg      34   Vice President (1996)
    Mark H. Wurth              45   Vice President, Operations (1995)
    Paul F. Kelleher           55   Chief Accounting Officer (1992)

        Each executive officer serves until his successor is chosen or
    appointed by the Board of Directors and qualified or until earlier
    resignation, death, or removal. Messrs. Hatsopoulos and Kelleher have
    held comparable positions for at least five years with Thermo Electron.
    Mr. Hansen has been President and Chief Executive Officer of the Company
    since May 1995. From 1990 until joining the Company, Mr. Hansen was
    President of Dolphin Acquisition Corp., which sells beauty products
    through a chain of retail outlets. Dr. Cain has been an officer of the
    Company since its acquisition of CBI in December 1993, President of CBI
    from its inception in 1982 through May 1997, and from 1982 until CBI's
    acquisition by the Company, Dr. Cain was a Director of CBI. Mr. Mlynski
    has been a Vice President of the Company since February 1997. From
    February 1989 until joining the Company, Mr. Mlynski held various

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    positions, including Division Vice President for the Asia/Pacific region,
    with the Blockbuster Video division of Viacom, which rents and sells
    video cassettes. Mr. Wurth has been Vice President, Operations of the
    Company since June 1995. From February 1994 until joining the Company,
    Mr. Wurth was Vice President, International and Southern California
    Operations of Jenny Craig, Inc., a provider of managed weight loss
    services. From September 1993 to February 1994, Mr. Wurth was Vice
    President/General Manager of Paging Network of Los Angeles, Inc., a
    provider of paging communications services. From 1990 to June 1993, Mr.
    Wurth held various positions at Nutri/System, Inc., a provider of managed
    weight loss services, most recently as Chief Executive Officer,
    Australian Nutri/System Pty. Ltd. Mr. Wittenberg has been Vice President,
    Business Development of the Company since March 1996. From January 1994
    until joining the Company, Mr. Wittenberg was Associate General Counsel
    at Thermo Electron. From September 1990 until December 1993, Mr.
    Wittenberg was an attorney with Hale and Dorr. Mr. Sphire has been a Vice
    President of the Company since June 1996. From September 1995 until June
    1996, Mr. Sphire was Director of Real Estate and Design at the Company.
    From 1984 until joining the Company, Mr. Sphire was a partner in The Holt
    Company, a real estate development company in California. Messrs.
    Hatsopoulos and Kelleher are full-time employees of Thermo Electron, but
    devote such time to the affairs of the Company as the Company's needs
    reasonably require.


    Item 2. Properties

        The Company occupies approximately 15,000 square feet of office and
    laboratory space under a sublease from ThermoTrex at ThermoTrex's
    facilities in San Diego, California, and occupies approximately 213,000
    square feet of office and manufacturing space in Carrollton, Texas, under
    a lease expiring in 2004, through its CBI subsidiary. The Company also
    leases approximately 83,000 square feet of retail space for its Spa Thira
    salons, under leases expiring from 2000 through 2013. The Company
    believes that these facilities are in good condition and are suitable and
    adequate for its current operations.


    Item 3. Legal Proceedings

        Not applicable.


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

        Not applicable.

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                                     PART II

    Item 5. Market for Registrant's Common Equity and Related Stockholder
            Matters

    (a) Information concerning the market and market price for the
    Registrant's Common Stock, $.01 par value, and dividend policy is
    included under the sections labeled "Common Stock Market Information" and
    "Dividend Policy" in the Registrant's Fiscal 1997 Annual Report to
    Shareholders and is incorporated herein by reference.

        On August 5, 1997, the Company entered into an agreement to sell at
    par $115 million principal amount of 4 3/8% convertible subordinated
    debentures due 2004 (the Debentures).

        Such debentures were sold on August 12, 1997, to the managers of the
    offering in reliance on Section 4(2) of the Securities Act of 1933, as
    amended (the Securities Act). Debentures having an aggregate principal
    amount of $94,585,000 were then resold by the managers to institutional
    buyers in the U.S., principally in reliance on the exemption from
    registration provided by Rule 144A under the Securities Act. (The balance
    of the Debentures were resold and delivered by the managers to non-United
    States persons outside of the United States, its territories and
    possessions in reliance on the exemption from registration provided by
    Regulation S under the Securities Act.)

        The managers of the offering were Lehman Brothers International
    (Europe), Salomon Brothers Inc., Oppenheimer & Co., Inc., and HSBC
    Investment Banking. The total discounts and commissions applicable to the
    Debentures resold by the managers to investors in the U.S. were
    approximately $1.9 million, or 2.0% of the principal amount thereof.

        The Debentures are convertible into shares of the Company's common
    stock at a price of $17.385 per share and are guaranteed on a
    subordinated basis by Thermo Electron. ThermoTrex has agreed to reimburse
    Thermo Electron in the event Thermo Electron is required to make a
    payment under the guarantee.

    (d) The Company sold 5,349,572 shares of common stock pursuant to a
    Registration Statement on Form S-1 (File No. 33-78052), which was
    declared effective by the Securities and Exchange Commission on June 10,
    1994. The managing underwriters of the offering were NatWest Securities
    Limited and Lehman Brothers. The aggregate gross proceeds of the offering
    were $16,049,000. The Company's total expenses in connection with the
    offering were $1,265,000, of which $761,000 was for underwriting
    discounts and commissions and $504,000 was for other expenses paid to
    persons other than directors or officers of the Company, persons owning
    more than 10 percent of any class of equity securities of the Company or
    affiliates of the Company. The Company's net proceeds from the offering
    were $14,784,000. In fiscal 1994, the Company expended $5,000,000 of such
    net proceeds to repay indebtedness to its parent company, ThermoTrex, and
    expended $197,000 to purchase the assets, subject to certain liabilities,
    of Marcor Laboratories, Inc. In fiscal 1995, the Company expended
    $1,352,000 of such net proceeds to fund its operating activities and
    $1,584,000 of such net proceeds to purchase property and equipment. In 

                                       12PAGE
<PAGE>
    fiscal 1996, the Company expended $4,400,000 of such net proceeds to
    acquire a 10% equity interest in AntiCancer Corporation, and expended the
    balance of such proceeds to purchase property and equipment.


    Item 6. Selected Financial Data

        The information required under this item is included under the
    sections labeled "Selected Financial Information" and "Dividend Policy"
    in the Registrant's Fiscal 1997 Annual Report to Shareholders and is
    incorporated herein by reference.


    Item 7. Management's Discussion and Analysis of Financial Condition and
            Results of Operations

        The information required under this item is included under the
    heading "Management's Discussion and Analysis of Financial Condition and
    Results of Operations" in the Registrant's Fiscal 1997 Annual Report to
    Shareholders and is incorporated herein by reference.


    Item 8. Financial Statements and Supplementary Data

        The Registrant's Consolidated Financial Statements and Supplementary
    Data are included in the Registrant's Fiscal 1997 Annual Report to
    Shareholders and are incorporated herein by reference.


    Item 9. Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure

        Not applicable.

                                       13PAGE
<PAGE>
                                    PART III

    Item 10. Directors and Executive Officers of the Registrant

        The information concerning directors required under this item is
    incorporated herein by reference from the material contained under the
    heading "Election of Directors" in the Registrant's definitive proxy
    statement to be filed with the Securities and Exchange Commission
    pursuant to Regulation 14A, not later than 120 days after the close of
    the fiscal year. The information concerning delinquent filers pursuant to
    Item 405 of Regulation S-K is incorporated herein by reference from the
    material contained under the heading "Section 16(a) Beneficial Ownership
    Reporting Compliance" in the Registrant's definitive proxy statement to
    be filed with the Securities and Exchange Commission pursuant to
    Regulation 14A, not later than 120 days after the close of the fiscal
    year.


    Item 11. Executive Compensation

        The information required under this item is incorporated herein by
    reference from the material contained under the heading "Executive
    Compensation" in the Registrant's definitive proxy statement to be filed
    with the Securities and Exchange Commission pursuant to Regulation 14A,
    not later than 120 days after the close of the fiscal year.


    Item 12. Security Ownership of Certain Beneficial Owners and Management

        The information required under this item is incorporated herein by
    reference from the material contained under the heading "Stock Ownership"
    in the Registrant's definitive proxy statement to be filed with the
    Securities and Exchange Commission pursuant to Regulation 14A, not later
    than 120 days after the close of the fiscal year.


    Item 13. Certain Relationships and Related Transactions

        The information required under this item is incorporated herein by
    reference from the material contained under the heading "Relationship
    with Affiliates" in the Registrant's definitive proxy statement to be
    filed with the Securities and Exchange Commission pursuant to Regulation
    14A, not later than 120 days after the close of the fiscal year.

                                       14PAGE
<PAGE>
                                     PART IV

    Item 14. Exhibits, Financial Statements Schedules, and Reports on
             Form 8-K

    (a, d) Financial Statements and Schedules

           (1) The consolidated financial statements set forth in the list
               below are filed as part of this Report.

           (2) The consolidated financial statement schedules set forth in
               the list below are filed as part of this Report.

           (3) Exhibits filed herewith or incorporated herein by reference
               are set forth in Item 14(c) below.

           List of Financial Statements and Schedules Referenced in this
           Item 14

           Information incorporated by reference from Exhibit 13 filed
           herewith:

              Consolidated Statement of Operations
              Consolidated Balance Sheet
              Consolidated Statement of Cash Flows
              Consolidated Statement of Shareholders' Investment
              Notes to Consolidated Financial Statements
              Report of Independent Public Accountants

           Financial Statement Schedules filed herewith:

           Schedule II: Valuation and Qualifying Accounts

           All other schedules are omitted because they are not applicable
           or not required, or because the required information is shown
           either in the financial statements or in the notes thereto.
             
       (b) Reports on Form 8-K

           On August 6, 1997, the Registrant filed a Current Report on
           Form 8-K to report, under Item 5, with respect to its agreement
           to sell at par $115,000,000 principal amount of its Convertible
           Subordinated Debentures due 2004 (the "Debentures").

           On August 13, 1997, the Registrant filed a Current Report on
           Form 8-K to report, under Item 9, the sale of certain Debentures
           in reliance on the exemption from registration provided by
           Regulation S under the Securities Act of 1933.

       (c) Exhibits

           See Exhibit Index on the page immediately preceding exhibits.

                                       15PAGE
<PAGE>
                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
    Exchange Act of 1934, the Registrant has duly caused this report to be
    signed by the undersigned, thereunto duly authorized.

    Date: December 4, 1997                 THERMOLASE CORPORATION

                                           By: John C. Hansen
                                               -----------------------
                                               John C. Hansen
                                               President and
                                               Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934,
    this report has been signed below by the following persons on behalf of
    the Registrant and in the capacities indicated, as of December 4, 1997.

    Signature                       Title
    ---------                       -----


    By: John C. Hansen                President, Chief Executive Officer, and
        -------------------------     Director
        John C. Hansen                

    By: John N. Hatsopoulos           Chief Financial Officer and
        -------------------------     Vice President
        John N. Hatsopoulos           

    By: Paul F. Kelleher              Chief Accounting Officer and Director
        -------------------------
        Paul F. Kelleher

    By:                             Director
        -------------------------
        Carliss Y. Baldwin

    By: Elias P. Gyftopoulos        Director
        -------------------------
        Elias P. Gyftopoulos

    By: Gary S. Weinstein           Chairman of the Board and Director
        -------------------------
        Gary S. Weinstein

    By:                             Director
        -------------------------
        Nicholas T. Zervas

                                       16PAGE
<PAGE>
                    Report of Independent Public Accountants

    To the Shareholders and Board of Directors of ThermoLase Corporation:

        We have audited, in accordance with generally accepted auditing
    standards, the consolidated financial statements included in ThermoLase
    Corporation's Annual Report to Shareholders incorporated by reference in
    this Form 10-K, and have issued our report thereon dated November 3,
    1997. Our audits were made for the purpose of forming an opinion on those
    statements taken as a whole. The schedule listed in Item 14 on page 15 is
    the responsibility of the Company's management and is presented for
    purposes of complying with the Securities and Exchange Commission's rules
    and is not part of the basic consolidated financial statements. This
    schedule has been subjected to the auditing procedures applied in the
    audits of the basic consolidated financial statements and, in our
    opinion, fairly states, in all material respects, the consolidated
    financial data required to be set forth therein in relation to the basic
    consolidated financial statements taken as a whole.



                                                Arthur Andersen LLP



    Boston, Massachusetts
    November 3, 1997

                                       17PAGE
<PAGE>
    SCHEDULE II

                             THERMOLASE CORPORATION

                        Valuation and Qualifying Accounts
                                 (In thousands)


                                    Provision
                        Balance at    Charged    Accounts            Balance
                         Beginning         to     Written             at End
    Description          of Period    Expense         Off   Other  of Period
    -----------         ----------  ---------    --------  ------  ---------
    Allowance for
      Doubtful Accounts

    Year Ended
      September 27, 1997    $ 319     $   83      $    -     $  -     $ 402
     
    Year Ended
      September 28, 1996    $ 256     $   63      $    -     $  -     $ 319

    Nine Months Ended
      September 30, 1995    $ 103     $  153      $    -     $  -     $ 256

                                       18PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number      Description of Exhibit
    ------------------------------------------------------------------------
      3.1       Certificate of Incorporation of the Registrant (filed as
                Exhibit 3.1 to the Registrant's Registration Statement on
                Form S-1 [Reg. No. 33-78052] and incorporated herein by
                reference).

      3.2       By-Laws of the Registrant, as amended and restated (filed as
                Exhibit 3.2 to the Registrant's Transition Report on
                Form 10-K for the transition period January 1, 1995, through
                September 30, 1995 [File No. 1-13104] and incorporated
                herein by reference).

      4.1       Form of Unit Certificate (filed as Exhibit 4.1 to the
                Registrant's Registration Statement on Form S-4 [Reg.
                No. 333-19633] and incorporated herein by reference).

      4.2       Guaranty Agreement between the Registrant and Thermo
                Electron Corporation dated March 5, 1997 (filed as Exhibit
                4.2 to the Registrant's Quarterly Report on Form 10-Q for
                the quarter ended March 29, 1997, and incorporated herein by
                reference).

      4.3       Fiscal Agency Agreement dated as of August 12, 1997, among
                the Registrant, Thermo Electron Corporation, and Bankers
                Trust Company as Fiscal Agent, relating to $115,000,000
                principal amount of 4 3/8% Convertible Subordinated
                Debentures due 2004.

     10.1       Corporate Services Agreement dated as of January 13, 1993,
                between Thermo Electron Corporation and the Registrant
                (filed as Exhibit 10.1 to the Registrant's Registration
                Statement on Form S-1 [Reg. No. 33-78052] and incorporated
                herein by reference).

     10.2       Thermo Electron Corporate Charter, as amended and restated
                effective January 3, 1993 (filed as Exhibit 10.1 to Thermo
                Electron's Annual Report on Form 10-K for the fiscal year
                ended January 1, 1994 [File No. 1-8002] and incorporated
                herein by reference).

     10.3       Tax Allocation Agreement dated as of January 13, 1994,
                between ThermoTrex Corporation and the Registrant (filed as
                Exhibit 10.3 to the Registrant's Registration Statement on
                Form S-1 [Reg. No. 33-78052] and incorporated herein by
                reference).

     10.4       License Agreement dated as of February 10, 1993, between the
                Registrant and Nicolai I. Tankovich (filed as Exhibit 10.4
                to the Registrant's Registration Statement on Form S-1 [Reg.
                No. 33-78052] and incorporated herein by reference).

                                       19PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number      Description of Exhibit
    ------------------------------------------------------------------------
     10.5       Master Repurchase Agreement dated as of January 1, 1994,
                between the Registrant and Thermo Electron Corporation.

     10.6       Master Guarantee Reimbursement Agreement dated as of January
                1, 1994, among Thermo Electron Corporation, ThermoTrex
                Corporation, and the Registrant (filed as Exhibit 10.6 to
                the Registrant's Registration Statement on Form S-1 [Reg.
                No. 33-78052] and incorporated herein by reference).

     10.7       Lease Agreement dated March 11, 1994, between Lincoln
                Property Company Acquisition Fund Limited Partnership and
                CBI Laboratories, Inc. (filed as Exhibit 10.7 to the
                Registrant's Registration Statement on Form S-1 [Reg.
                No. 33-78052] and incorporated herein by reference)

     10.8       Form of Indemnification Agreement for Officers and Directors
                (filed as Exhibit 10.12 to the Registrant's Registration
                Statement on Form S-1 [Reg. No. 33-78052] and incorporated
                herein by reference).

     10.9       Nonqualified Stock Option Plan of the Registrant (filed as
                Exhibit 10.8 to the Registrant's Registration Statement on
                Form S-1 [Reg. No. 33-78052] and incorporated herein by
                reference). (Maximum number of shares issuable in the
                aggregate under this plan and the Registrant's Incentive
                Stock Option plan is 2,800,000 shares, after adjustment to
                reflect share increase approved in 1993 and 2-for-1 stock
                splits effected in March 1994 and June 1995.)

     10.10      Incentive Stock Option Plan of the Registrant (filed as
                Exhibit 10.9 to the Registrant's Registration Statement on
                Form S-1 [Reg. No. 33-78052] and incorporated herein by
                reference). (Maximum number of shares issuable in the
                aggregate under this plan and the Registrant's Nonqualified
                Stock Option Plan is 2,800,000 shares, after adjustment to
                reflect share increase approved in 1993 and 2-for-1 stock
                splits effected in March 1994 and June 1995.)

     10.11      Equity Incentive Plan of the Registrant (filed as Exhibit
                10.81 to Thermo TerraTech Inc.'s (formerly Thermo Process
                Systems Inc.) Annual Report on Form 10-K for the fiscal year
                ended April 1, 1995 [File No. 1-9549] and incorporated
                herein by reference).

                                       20PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number      Description of Exhibit
    ------------------------------------------------------------------------
     10.12      Deferred Compensation Plan for Directors of the Registrant
                (filed as Exhibit 10.10 to the Registrant's Registration
                Statement on Form S-1 [Reg. No. 33-78052] and incorporated
                herein by reference).

     10.13      Directors' Stock Option Plan of the Registrant (filed as
                Exhibit 10.14 to the Registrant's Annual Report on Form 10-K
                for the fiscal year ended December 31, 1994 [File No.
                1-13104] and incorporated herein by reference).

                In addition to the stock-based compensation plans of the
                Registrant, the executive officers of the Registrant may be
                granted awards under stock-based compensation plans of
                Thermo Electron Corporation and ThermoTrex Corporation for
                services rendered to the Registrant or such affiliated
                corporations. Such plans were filed as Exhibits 10.21
                through 10.45 to the Annual Report on Form 10-K of Thermo
                Electron for the fiscal year ended December 28, 1996 [File
                No. 1-8002] and as Exhibits 10.14 through 10.18 to the
                Annual Report on Form 10-K of ThermoTrex for the fiscal year
                ended September 27, 1997 [File No. 1-10791] and are
                incorporated herein by reference.

      10.14     Amended and Restated Stock Holding Assistance Plan and Form
                of Promissory Note.

      10.15     Operating Agreement of ThermoLase Japan L.L.C. dated as of
                January 22, 1996, between the Registrant and Fox River Japan
                Partners, L.P. (filed as Exhibit 10.1 to the Registrant's
                Quarterly Report on Form 10-Q for the quarter ended
                December 30, 1995 [File No. 1-13104] and incorporated herein
                by reference).

      10.16     License Agreement dated as of January 22, 1996, between the
                Registrant and ThermoLase Japan L.L.C. (filed as Exhibit
                10.2 to the Registrant's Quarterly Report on Form 10-Q for
                the quarter ended December 30, 1995 [File No. 1-13104] and
                incorporated herein by reference).

      10.17     Option Agreement dated as of January 22, 1996, between the
                Registrant and Fox River Japan Partners, L.P. (filed as
                Exhibit 10.3 to the Registrant's Quarterly Report on
                Form 10-Q for the quarter ended December 30, 1995 [File
                No. 1-13104] and incorporated herein by reference).

      10.18     License Agreement dated as of October 30, 1995, between the
                Registrant and Ronald G. Wheeland, M.D., Professional
                Corporation (filed as Exhibit 10.4 to the Registrant's
                Quarterly Report on Form 10-Q for the quarter ended December
                30, 1995 [File No. 1-13104] and incorporated herein by
                reference).

                                       21PAGE
<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number      Description of Exhibit
   ------------------------------------------------------------------------
     10.19     Management Agreement dated as of October 30, 1995, between
               the Registrant and Ronald G. Wheeland, M.D., Professional
               Corporation (filed as Exhibit 10.5 to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended
               December 30, 1995 [File No. 1-13104] and incorporated herein
               by reference).

     10.20     Sublease Agreement dated as of October 30, 1995, between the
               Registrant and Ronald G. Wheeland, M.D., Professional
               Corporation (filed as Exhibit 10.6 to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended December
               30, 1995 [File No. 1-13104] and incorporated herein by
               reference).

     10.21     Lease dated as of April 12, 1995, between the Registrant and
               The Goldberg Family Trust (filed as Exhibit 10.7 to the
               Registrant's Quarterly Report on Form 10-Q for the quarter
               ended December 30, 1995 [File No. 1-13104] and incorporated
               herein by reference).

     10.22     Lease dated as of December 8, 1995, between the Registrant
               and Canon Properties (filed as Exhibit 10.8 to the
               Registrant's Quarterly Report on Form 10-Q for the quarter
               ended December 30, 1995 [File No. 1-13104] and incorporated
               herein by reference).

     10.23     Lease dated as of January 17, 1996, between the Registrant
               and Trammell Crow Equity Partners (filed as Exhibit 10.9 to
               the Registrant's Quarterly Report on Form 10-Q for the
               quarter ended December 30, 1995 [File No. 1-13104] and
               incorporated herein by reference).

     10.24     Master Joint Venture Agreement dated as of October 30, 1996,
               among the Registrant, Franklin Holdings, S.A. and Yves
               Micheli (filed as Exhibit No. 26 to the Registrant's Annual
               Report on Form 10-K for the fiscal year ended September 28,
               1996, and incorporated herein by reference).

     10.25     SoftLight and Spa Thira Franchise and License Agreement dated
               as of November 8, 1996, between the Registrant and Medical
               Supply & Service Co. (filed as Exhibit No. 27 to the
               Registrant's Annual Report on Form 10-K for the fiscal year
               ended September 28, 1996, and incorporated herein by
               reference).

     10.26     Equipment Lease Agreement for SoftLight Lasers dated as of
               November 8, 1996, between the Registrant and Medical Supply &
               Service Co. (filed as Exhibit No. 28 to the Registrant's
               Annual Report on Form 10-K for the fiscal year ended
               September 28, 1996, and incorporated herein by reference).

                                       22PAGE
<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number      Description of Exhibit
   ------------------------------------------------------------------------
     10.27     Loan Agreement between the Registrant and Thermo Electron
               Corporation dated July 30, 1997 (filed as Exhibit 10.1 to the
               Registrant's Quarterly Report on Form 10-Q for the quarter
               ended June 28, 1997, and incorporated herein by reference).

     10.28     Franchise Agreement with the Effective Date of December 31,
               1996, between the Company and Yves Micheli (filed as Exhibit
               10.1 to the Registrant's Annual Report on Form 10-Q for the
               quarter ended December 28, 1996, and incorporated herein by
               reference).

     10.29     Amendment to Operating Agreement of ThermoLase Japan L.L.C.
               dated as of May 1, 1996, by and among the Registrant, Fox
               River Partners L.P., and ThermoLase Japan L.L.C.

     10.30     Form of Terms and Conditions for Purchases of Lasers from
               Trex Medical Corporation.

     13        Annual Report to Shareholders for the fiscal year ended
               September 27, 1997 (only those portions incorporated herein
               by reference).

     21        Subsidiaries of the Registrant.

     23        Consent of Arthur Andersen LLP.

     27        Financial Data Schedule.