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


                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 1999

                                       or

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

             For the transition period from __________ to __________

                           Commission File No. 0-15443


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


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


   5203 Bristol Industrial Way
      Buford, Georgia                                     30518
(Address of principal executive offices)               (Zip Code)


       Registrant's telephone number, including area code: (770) 271-0233


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES X _ NO ___


As of May 14,  1999  the  number  of  shares  of $.01  par  value  common  stock
outstanding was 29,497,734.




<PAGE>



                             THERAGENICS CORPORATION

                                TABLE OF CONTENTS



PART I.  FINANCIAL INFORMATION:

     ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)                           Page No.

          Balance Sheets - December 31, 1998 and March 31, 1999 . . . . .   3

          Statements of Earnings for the three months ended
           March 31, 1998 and 1999 . . . . . . . . . . . . . . . . . . . .  5

          Statements of Cash Flows for the three months ended
           March 31, 1998 and 1999 . . . . . . . . . . . . . . . . . . . .  6

          Statement of Changes in Stockholders' Equity for the three
           months ended March 31, 1999 . . . . . . . . . . . . . . . . . .  7

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

      ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . .  10

      ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
              MARKET RISK . . . . . . . . . . . . . . . . . . . . . . . .  15

PART II.  OTHER INFORMATION

         ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . .   15

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


SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16






<PAGE>

<TABLE>


                                             THERAGENICS CORPORATION
                                                  BALANCE SHEETS
                                       DECEMBER 31, 1998 AND MARCH 31, 1999
                                                   (UNAUDITED)

ASSETS

<CAPTION>
                                                                        December 31,                  March 31,
                                                                           1998                         1999
                                                                    -------------------          ------------------

CURRENT ASSETS
<S>                                                             <C>                          <C>               
  Cash and short-term investments                               $         19,541,662         $       23,589,146
  Marketable Securities                                                    6,830,266                  9,522,224
  Trade Accounts Receivable, less                                                
    allowance of $53,773 in 1998 and
    $34,957 at March 31, 1999                                              7,000,446                  4,107,997
  Inventories                                                                780,825                    790,290
  Deferred income tax asset                                                  210,000                    280,000
  Prepaid expenses and other current assets                                  579,132                    588,079
                                                                    -------------------          ------------------

      TOTAL CURRENT ASSETS                                                34,942,331                 38,877,736

PROPERTY AND EQUIPMENT
  Buildings and improvements                                              17,425,990                 17,425,990
  Leasehold improvements                                                     154,234                    154,234
  Machinery and equipment                                                 25,570,513                 28,342,811
  Office furniture and equipment                                             333,816                    362,573
                                                                    -------------------          ------------------

                                                                          43,484,553                 46,285,608
  Less accumulated depreciation and
   amortization                                                           (7,031,902)                (7,911,553)
                                                                    -------------------          ------------------

                                                                          36,452,651                 38,374,055

  Land                                                                       848,359                    848,359
  Construction in progress                                                15,957,453                 14,643,643
                                                                    -------------------          ------------------

      TOTAL PROPERTY AND EQUIPMENT                                        53,258,463                 53,866,057

OTHER ASSETS                                                                  71,782                     69,418
                                                                    -------------------          ------------------


          TOTAL ASSETS                                          $         88,272,576         $       92,813,211
                                                                    ===================          ==================

</TABLE>


The accompanying notes are an integral part of these statements.

<PAGE>
<TABLE>






                                             THERAGENICS CORPORATION
                                                 BALANCE SHEETS
                                      DECEMBER 31, 1998 AND MARCH 31, 1999
                                                   (UNAUDITED)


LIABILITIES & STOCKHOLDERS'  EQUITY

                                                                        December 31,                 March 31,
                                                                           1998                        1999
                                                                    -------------------          ------------------
<CAPTION>

CURRENT LIABILITIES
  Accounts Payable
<S>                                                             <C>                          <C>               
    Trade                                                       $            627,679         $          777,783
    Construction                                                             359,339              
                                                                                                       --
  Accrued salaries, wages and payroll taxes                                  498,863                    534,822
  Income taxes payable                                                       165,182                  1,635,182
  Other current liabilities                                                  316,161                    299,912
                                                                    -------------------          ------------------

      TOTAL CURRENT LIABILITIES                                            1,967,224                  3,247,699

LONG-TERM LIABILITIES

  Deferred income taxes                                                    1,920,000                  2,133,000

STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 100,000,000
  shares authorized; 29,405,571 and 29,435,018
  issued and outstanding                                                     294,056                    294,350
Additional paid-in capital                                                58,921,414                 59,087,757
Retained earnings                                                         25,169,882                 28,050,405
                                                                    -------------------          ------------------

      TOTAL STOCKHOLDERS' EQUITY                                          84,385,352                 87,432,512
                                                                    -------------------          ------------------

          TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY                                  $         88,272,576         $       92,813,211
                                                                    ===================          ==================
                                                                    
</TABLE>




The accompanying notes are an integral part of these statements.



<PAGE>

<TABLE>


                                            THERAGENICS CORPORATION
                                            STATEMENTS OF EARNINGS
                                                  (UNAUDITED)

<CAPTION>
                                                                           Three Months
                                                                         Ended March 31,
                                                          -----------------------------------------------------

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

REVENUE
<S>                                                   <C>                              <C>                    
  Product sales - affiliate                           $                8,239,985       $             9,105,557
  Product sales - non affiliates                                          15,962                        33,662
  Licensing Fees                                                          25,000                        25,000
                                                          -----------------------        ----------------------

                                                                       8,280,947                     9,164,219

COSTS AND EXPENSES
  Cost of sales                                                        2,188,435                     3,379,785
  Selling, general & administrative                                    1,350,947                     1,406,555
  Research & development                                                  41,411                       139,737
                                                          -----------------------        ----------------------

                                                                       3,580,793                     4,926,077

OTHER INCOME (EXPENSE)
  Interest income                                                        450,712                       276,729
  Interest and financing costs                                           (2,684)                       (6,139)
  Other                                                                    8,937                         3,491
                                                          -----------------------        ----------------------

                                                                         456,965                       274,081

Earnings before income taxes                                           5,157,119                     4,512,223

  Income tax expense                                                   1,856,563                     1,631,700
                                                          -----------------------        ----------------------

NET EARNINGS                                          $                3,300,556       $             2,880,523
                                                          =======================        ======================


NET EARNINGS PER COMMON SHARE

  Basic                                               $                     0.11       $                  0.10
  Diluted                                             $                     0.11       $                  0.10

WEIGHTED AVERAGE SHARES

  Basic                                                               29,087,936                    29,426,480
  Diluted                                                             30,352,859                    29,871,730


</TABLE>

The accompanying notes are an integral part of these statements.




<PAGE>

<TABLE>


                                              THERAGENICS CORPORATION
                                              STATEMENTS OF CASH FLOWS
                                 FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999
                                                    (UNAUDITED)
<CAPTION>

                                                                                              Three Months
                                                                                              Ended March 31,
                                                                             --------------------------------------------
                                                                                    1998                      1999
                                                                             -------------------        -----------------


CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                       <C>                         <C>               
  Net Earnings                                                            $           3,300,556       $        2,880,523
  Adjustments to reconcile net earnings to
  net cash provided by operating activities
    Deferred income taxes                                                                75,000                  143,000
    Depreciation & amortization                                                         407,388                  846,390
    Stock based compensation                                                                                      68,919
                                                                                     --
  Changes in assets and liabilities:
   Accounts Receivable                                                                (654,646)                2,892,449
   Inventories                                                                        (114,793)                  (9,465)
   Prepaid expenses and other current assets                                             38,721                  (8,947)
   Other assets                                                                             252                    2,364
   Trade accounts payable                                                             3,207,348                  150,104
   Accrued salaries, wages and payroll taxes                                          (333,194)                   35,959
   Income taxes payable                                                               1,036,158                1,470,700
   Other current liabilities                                                            159,133                 (16,249)
                                                                             -------------------        -----------------

     Total adjustments                                                                3,821,367                5,575,224
                                                                             -------------------        -----------------

       Net cash provided by operating activities                                      7,121,923                8,455,747

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases and construction of property and equipment                             (13,173,309)              (1,824,410)
  Purchases and maturities of marketable securities                                                          (2,680,871)
                                                                                     --
                                                                             -------------------        -----------------

      Net Cash used by investing activities                                        (13,173,309)              (4,505,281)


CASH FLOWS FROM FINANCING ACTIVITIES
 Exercise of stock options and stock purchase plan                                       90,877                   97,018
                                                                             -------------------        -----------------

      Net Cash provided by financing activities                                          90,877                   97,018

NET INCREASE (DECREASE) IN CASH AND
  SHORT-TERM INVESTMENTS                                                            (5,960,509)                4,047,484

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

CASH AND SHORT-TERM INVESTMENTS AT
                    END OF PERIOD                                          $         24,201,105       $       23,589,146
                                                                             ===================        =================

</TABLE>

The accompanying notes are an integral part of these statements.




<PAGE>

<TABLE>




                             THERAGENICS CORPORATION
                        STATEMENT OF STOCKHOLDERS' EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                   (UNAUDITED)


<CAPTION>
                                                             Common Stock                      
                                                    --------------------------------    Additional
                                                       Number of         Par value        paid-in         Retained
                                                        shares             $0.01          capital         earnings          Total
                                                    ---------------    -------------   -------------   -------------    ------------

<S>               <C> <C>                            <C>               <C>             <C>              <C>             <C>        
BALANCE, December 31, 1998                           29,405,571,571      $294,056       $58,921,414      $25,169,882     $84,385,352

Exercise of stock options and warrants                       28,075           281            80,921                           81,202

Stock-based compensation                                         --                          68,919                           68,919

Shares issued under employee stock purchase plan              1,372            13            15,803                           15,816

Income tax benefit from exercise of stock
  options and early disposition of shares                                                       700                              700

Net earnings for the period                                                               2,880,523         2,880,523
                                                     --------------    -------------   -------------    -------------   ------------

   BALANCE, March 31, 1999                               29,435,018      $294,350       $59,087,757       $28,050,405    $87,432,512
                                                     ==============    =============   =============    =============   ============



</TABLE>


The accompanying notes are an integral part of these statements.



<PAGE>



THERAGENICS CORPORATION

NOTES TO FINANCIAL STATEMENTS
-----------------------------
MARCH 31, 1999
--------------
(Unaudited)


NOTE A - BASIS OF PRESENTATION

The interim  financial  statements  included  herein  have been  prepared by the
Company without audit. These statements  reflect all adjustments,  which are, in
the opinion of management, necessary to present fairly the financial position as
of March 31, 1999, the results of operations and cash flows for the three months
ended March 31, 1998 and 1999 and the  changes in  stockholders'  equity for the
three  months  ended  March  31,  1999.  All  such  adjustments  are of a normal
recurring nature. Certain information and footnote disclosures normally included
in  financial   statements   prepared  in  accordance  with  generally  accepted
accounting  principles have been condensed or omitted. The Company believes that
the financial  statements and  disclosures  are adequate to make the information
not  misleading.  It is suggested that these  financial  statements and notes be
read in conjunction with the audited financial statements and notes for the year
ended December 31, 1998, included in the Form 10-K filed by the Company.

NOTE B - CONSTRUCTION IN PROGRESS AND PURCHASE COMMITMENTS

Construction  in progress  consists  primarily of payments made toward a project
for  construction  of  manufacturing  equipment and facilities  expansion.  This
project is expected to be completed in phases during 1999.  The Company  expects
to invest an additional  $17.4 million to complete the remaining  phases of this
project.  Of the remaining $17.4 million of purchase  commitments,  $8.5 million
was denominated in Belgian Francs, based on the period end rate of exchange.

Included in  construction  in progress at March 31, 1999 are  progress  payments
totaling  approximately  $5.9 million related to equipment being  constructed in
Belgium.  Upon completion of construction,  the equipment will be transported to
the United States and installed in the Company's U.S. manufacturing facilities.

In April 1999 the Company announced that the U.S. Department of Energy (DOE) has
granted  Theragenics  access to unique DOE  technology  for use in production of
Pd-103.  This technology venture represents part of a DOE initiative to redirect
Cold War assets to peacetime use and cushion the economic impact of U.S. Defense
Department  cutbacks.  This  project  is  expected  to  enable  the  Company  to
significantly  increase  its  production  capacity and allow for expanded use of
Pd-103 and  TheraSeed(R)  beyond  treatment  of  prostate  cancer to new medical
applications.  The  Company  expects  to  construct  a  facility  in Oak  Ridge,
Tennessee to house the  equipment,  infrastructure  and work force  necessary to
support the production of Pd-103 using this DOE technology.  The Company expects
to invest  approximately  $25  million  over the next three  years to build this
manufacturing and R&D facility,  with less than $12 million expected to be spent
during 1999. Construction is expected to commence in the second quarter of 1999.


NOTE C - LITIGATION

In January  1999,  the Company and certain of its  officers and  directors  were
named as defendants in certain securities  actions,  alleging  violations of the
federal  securities laws,  including Sections 10(b), 20(a) and Rule 10b-5 of the
Securities  and Exchange Act of 1934, as amended.  As of this time,  eleven such
actions  are pending in the U.S.  District  Court for the  Northern  District of
Georgia. The complaints,  which are substantially similar in nature,  purport to
represent a class of investors who purchased or sold securities  during the time
period  from  January 29, 1998 to January 11,  1999.  The  complaints  generally
allege that the  defendants  made certain  misrepresentations  and  omissions in
connection  with the  performance  of the Company  during the class period.  The
complaints seek unspecified  damages.  No answer or otherwise  responsive papers
are yet due from the defendants.  Management  believes these charges are without
merit and intends to vigorously oppose the litigation, however, given the nature
and early  stage of the  proceedings,  the  ultimate  outcome of the  litigation
cannot be determined at this time.  Accordingly,  no provision for any liability
that might  result  from this  litigation  has been made.  The  Company  and its
officers and directors maintain insurance for claims of this general nature.



<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, 1999  increased  $883,000 or 10.7% over
the comparable  1998 period.  The increase in revenues was  attributable  to the
Company's   continued  ability  to  increase  production  of  TheraSeed(R)  with
additional  cyclotron and assembly  capacity.  Eight  cyclotrons were in service
during the first quarter of 1999,  compared to four cyclotrons in service during
the comparable 1998 period.

The softness in sales that the Company first recognized in the fourth quarter of
1998  continued  into the first  quarter  of 1999 as sales  declined  from those
recorded in 1998's fourth quarter.  As stated in the Company's  Annual Report on
Form 10-K for the Year Ended December 31, 1998, the Company's marketing partner,
Indigo Medical,  Inc. (Indigo),  a Johnson and Johnson company,  has advised the
Company  that it  continues  to adjust  its sales and  marketing  strategies  to
address the  softness in sales  primarily by  increasing  the focus on marketing
efforts directed to patients.

Looking forward, the full impact of Indigo's increased focus on patient directed
marketing  efforts may not be realized  for  several  months  since a patient is
typically  not  treated  until six weeks to three  months  or more  after  being
diagnosed with prostate  cancer.  Therefore,  there are no assurances that sales
for the second  quarter of 1999 will increase  versus the first quarter of 1999.
Management  believes that Indigo's patient directed marketing focus could have a
positive  impact  on  sales in the  second  half of 1999,  though  there  are no
assurances that these efforts will not take longer to have an impact on revenue,
if any.  Actual results may differ  materially from those  anticipated  based on
certain  risks  and  uncertainties,  such as the  impact of  Indigo's  marketing
efforts to  consumers  and medical  professionals.  Management  is  confident in
Indigo's  commitment  of both talent and  resources  to its  objective of making
TheraSeed(R) the treatment of choice for prostate cancer.

Costs and Expenses

Cost of sales for the  quarter  ended March 31, 1999  increased  $1,191,000,  or
54.4% over the comparable 1998 period.  Cost of sales as a percentage of revenue
increased  to 36.9% for the quarter  ended March 31, 1999 from 26.4%  during the
comparable  1998 period.  This increase was  attributable  to an increase in the
manufacturing   fixed  cost  base  as  depreciation  and  other  fixed  expenses
associated with additional  cyclotrons and new manufacturing  facilities,  which
were not in service during the first quarter of 1998,  were incurred  during the
first quarter of 1999. As additional  cyclotrons come on line, margins generally
decline  because  each  machine  represents  excess  capacity for a period while
carrying  its  full  component  of fixed  costs,  including  depreciation.  With
cyclotron  numbers nine through  thirteen  expected to be brought on line during
the last three quarters of 1999,  cost of product sales are expected to continue
to  increase as a percent of revenue to the extent  that  additional  cyclotrons
create capacity more rapidly than the growth in demand. Additionally, the number
of  production  related  employees  during the first quarter of 1999 was greater
than the comparable 1998 period due to the Company's increased operations.
<PAGE>

Selling,  general and administrative ("SG&A") expenses were $1.40 million during
the first quarter of 1999 compared to $1.35 million  during the first quarter of
1998,  an increase of $50,000 or 3.7%.  The  increase  was  primarily  due to an
increase in compensation and benefits.

Research and development ("R&D") expenses were $140,000 for the first quarter of
1999  compared to $41,000  for first  quarter of 1998.  The  increase in R&D was
primarily a result of development  efforts to improve the Company's  proprietary
production  processes.  In connection with the Company's  efforts to enhance its
production  processes and its objective to expand the  application of Pd-103 and
TheraSeed(R) to other oncological and non-oncological  uses, management plans to
significantly  increase  efforts and  investment in research and  development in
1999.  R&D  expenditures  during  1999 could be more than  three  times the 1998
levels. However, R&D spending is dependent on appropriate  opportunities arising
so no assurances can be made as to spending amounts.  As a result,  R&D expenses
may fluctuate significantly from period to period.

In April 1999 the Company announced that the U.S. Department of Energy (DOE) has
granted  Theragenics  access to unique DOE  technology  for use in production of
Pd-103 (See "Liquidity and Capital  Resources"  below). The Company expects that
the use of this  technology and the related  infrastructure  will  significantly
increase the Company's production capacity for Pd-103. In addition,  the Company
expects  that  this  increased  production  capacity  will make  additional  R&D
resources and opportunities  available as that technology  becomes  operational,
which is not expected before 2001.

Other  income was  $274,000  in the first  quarter of 1999  compared to $457,000
during the same period in 1998. The decrease was  attributable  to a decrease in
the funds available for investment  during the 1999 period.  Funds available for
investment  have and will continue to be utilized for the Company's  current and
future expansion programs.  As funds continue to be used for expansion programs,
management expects other income to decline accordingly.

The Company's  effective income tax rate was  approximately  36% for each of the
quarters ended March 31, 1999 and 1998.

Liquidity and Capital Resources

The Company had cash and  short-term  investments  of $23.6 million at March 31,
1999  compared  to  $19.6  million  at  December  31,  1998.  The  increase  was
attributable  to cash provided by operations of $8.5 million offset by cash used
by investing activities of $4.5 million.

Operating activities generated $8.5 million in cash. This primarily consisted of
net earnings of $2.9 million,  non-cash  expenses,  primarily  depreciation  and
amortization, of $1.1 million, a decrease in accounts receivable of $2.9 million
and an increase in income taxes payable of $1.5 million.

Cash used by  investing  activities  was $4.5  million for the first  quarter of
1999,  comprised  of $1.8  million  for  capital  expenditures  and $2.7 for net
investments  in  marketable  securities.  Capital  expenditures  are expected to
increase  significantly  throughout 1999. These expenditures relate primarily to
capital  expansion  projects  including  the  addition  of  cyclotrons  and  new
manufacturing  and  support  facilities,  including  investments  related to the
Company's agreement with the U.S. Department of Energy (see below).

Currently  there are eight  cyclotrons  in operation  marking the  completion of
Phase I of an expansion project. Additional phases of this project are currently

<PAGE>

underway,  consisting of the purchase of six additional cyclotrons (numbers nine
through fourteen) and supporting  facilities during 1999,  although one of these
cyclotrons is not expected to be operational until early 2000. Cyclotron numbers
nine and ten are currently  being  installed and are expected to be  operational
during the second quarter of 1999.  Approximately  $14.4 million of construction
in progress at March 31, 1999 relates to this expansion project, and the Company
expects to invest an additional  $17.4 million to complete the remaining  phases
of this project.

As  previously  stated,  in  April  1999  the  Company  announced  that the U.S.
Department of Energy (DOE) has granted Theragenics access to unique DOE
technology for use in production of Pd-103. This technology venture represents
part of a DOE initiative to redirect Cold War  assets to  peacetime  use and
cushion the economic impact of U.S. Defense Department  cutbacks.  The Company
expects that the use of this technology will significantly increase its capacity
and allow for  expanded  use of Pd-103  and  TheraSeed(R)  beyond  treatment  of
prostate cancer to new medical applications.  The Company expects to construct a
facility in Oak Ridge, Tennessee to house the equipment, infrastructure and work
force  necessary to support the production of Pd-103 using this DOE  technology.
The Company  expects to invest  approximately  $25  million  over the next three
years to build this  manufacturing and R&D facility,  with less than $12 million
expected to be spent  during 1999.  Construction  is expected to commence in the
second quarter of 1999.

As part of this project, the Company has leased land in the Oak Ridge, Tennessee
area and equipment  previously used by the government to produce isotopes.  As a
result of the sensitive  nature of the  equipment,  the  specialized  technology
involved and the access to unique DOE-operated facilities,  the Company has 
contra ted with the DOE's primary  contractor for the Oak Ridge  government
installation  to handle  certain  technical  and  operational  services that are
critical to the project,  including  moving,  reassembling  and  recommissioning
equipment  currently  in  storage,  designing  and  fabricating  new  parts  and
modifications  to the equipment and DOE facilities;  and operating and providing
ongoing access to the DOE facilities. The success of the project is dependent on
the continued cooperation of the DOE and its primary contractor,  which could be
adversely  affected by future  changes in  governmental  program  priorities and
funding.  If the equipment cannot be moved and recommissioned  successfully,  if
there are  problems  with the  operation  or  modification  of the  DOE-operated
facilities, or if unforeseen challenges arise, the project may not be successful
or the costs or  timeliness  associated  with the project  could exceed  current
estimates.

Cash provided by financing  activities  was $97,000 in the first quarter of 1999
representing  cash  proceeds from the exercise of stock options and the employee
stock purchase plan.

The Company currently has a $15 million revolving credit facility collateralized
by  substantially  all of the Company's  assets.  No borrowings were outstanding
under this revolving credit facility as of March 31, 1999 or the current date.

The Company believes that current cash and investment balances, cash from future
operations  and credit  facilities,  will be  sufficient  to meet its  currently
anticipated working capital and capital expenditure  requirements.  In the event
additional  financing  becomes  necessary,  management may choose to raise those
funds through other means of financing as appropriate.

Foreign Currency and Geographic Information

The Company has outstanding  purchase commitments of approximately $17.4 million
related to the  completion of its expansion  project  related to cyclotrons  and
supporting  facilities.  Of these  commitments,  approximately  $8.5  million is
denominated in Belgian Francs, based on the exchange rate at March 31, 1999.

<PAGE>

This exposes the Company to foreign  currency risk as it relates to movements in
the exchange  rate between the U.S.  dollar and the Belgian  Franc.  The Company
manages this risk by frequently reviewing the status of the purchase commitments
and  entering  into  foreign  exchange  forward  contracts  to hedge the foreign
currency risks when believed it is appropriate to do so. Such forward  contracts
typically  mature  concurrently  with  payments  required  under  the  equipment
purchase contracts. The Company does not hold foreign exchange forward contracts
for trading or speculative  purposes. At March 31, 1999 the Company did not hold
any foreign exchange forward contracts. Additionally, management does not expect
the  introduction  of the EURO to have any  effect on its  purchase  commitments
denominated  in  Belgian  Francs.  The  terms of the  agreements  allow  for all
payments to be made in Belgian  Francs,  and the  contracts  are  expected to be
completed prior to the time that use of the EURO is mandatory.

All balance sheet accounts denominated in foreign currencies are translated into
U.S.  dollars at the period-end  rate of exchange.  Such balance sheet accounts,
which were not significant at March 31, 1999, included a cash account maintained
in Belgium  and  denominated  in Belgian  Francs.  Additionally,  statements  of
earnings  items  and  foreign  currency  transaction  gains or  losses  were not
significant during the quarter ended March 31, 1999.

Included in  construction  in progress at March 31, 1999 are  progress  payments
totaling  approximately  $5.9 million related to equipment being  constructed in
Belgium.  Upon completion of construction,  the equipment will be transported to
the United States and installed in the Company's U.S. manufacturing facilities.

Impact of the Year 2000 Issue

Introduction

Many computer  systems used today were designed and developed  using two digits,
rather than four, to specify the year. Consequently,  such systems may recognize
a date of "00" as the year 1900  instead of the year 2000.  Other  problems  may
also be encountered,  such as the inability to recognize special codes that make
use of the date field.  These and other  problems may exist in primary  software
products and  embedded  systems  such as  microcontrollers.  This may cause many
computer systems to fail or create inaccurate results unless corrective measures
are taken.  Additionally,  a company may be affected by the computer  systems of
their  customers  and  vendors,  even though that  company's  internal  computer
systems may be Year 2000 (Y2K) compliant.

State of Readiness

The  Company  began to assess the status of its Y2K  readiness  during  1997 and
developed a plan intended to make its information  technology assets,  including
embedded  microcontrollers  ("IT assets"),  year 2000 ready. The plan covers the
following  phases:  (i)  inventory  of IT  assets,  (ii)  assessment  of  repair
requirements (iii) repair and testing, and (iv) creation of contingency plans in
the event of Y2K related failures. The inventory and assessment phases have been
completed for all critical IT assets.  Repairs and testing of critical IT assets
is currently  in process and is scheduled to be completed in the second  quarter
of 1999.

The Company's Y2K  compliance  also depends upon the  compliance of others.  The
Company  has  contacted  its  critical  suppliers  and  significant  customer to
evaluate  their Y2K programs and state of readiness,  and to evaluate  whether a
Y2K related disruption at these entities would have a material adverse effect on
the Company's  operations as the year 2000 approaches.  At the current date, the
Company has received responses from approximately 74% of the entities contacted,
none of which have indicated that a year 2000 related  business  interruption is
anticipated. However, while the Company believes it is taking reasonable action

<PAGE>

in this regard, Theragenics is not in a position to guarantee the performance of
others or predict  whether any  assurances  and  representations  received  from
others will ultimately prove to be accurate. Additionally, the Y2K compliance of
the Company's critical suppliers and significant  customer also depends upon the
Y2K  compliance  of their  critical  suppliers and  customers.  The Company also
relies on governmental agencies,  utility companies,  telecommunication  service
providers,  financial  institutions and other service  providers  outside of the
Company's  control.  There is no assurance  that any of these  entities will not
experience a year 2000 related failure and business interruption.  Such failures
could have a material  adverse  effect on the Company's  financial  position and
results of operations.


Costs to Address the Year 2000 Issue

The Company has incurred  costs of  approximately  $60,000 in addressing the Y2K
issue,  consisting primarily of replacing IT assets that were not Y2K compliant.
Remaining costs of Y2K remediation are not expected to be material.

Risks of the Company's Year 2000 Issues

The Company  has not  currently  identified  any  critical  IT assets  under its
control  that  present a material  risk of not being Y2K  compliant  in a timely
manner, or for which an acceptable alternative cannot be implemented. As testing
continues  however,  it is  possible  that IT assets  could be  identified  that
present a material  risk of a Y2K  interruption,  and that such an  interruption
could have a material  adverse  effect on the Company's  financial  position and
results of operations.

The Company  does not possess  the  ability to control its  critical  suppliers,
significant  customer or the health care providers that utilize its product. Y2K
related  disruptions  at these  entities could result in delays in the supply of
goods and services,  capital  equipment and  construction of facilities from the
Company's vendors,  delays in receiving payments from the Company's  significant
customer,  and delays in the ordering of product and scheduling of  TheraSeed(R)
procedures  by the health care  providers,  among other things.  Such  potential
delays  could  be of a  short-term  nature  or  could  be more  significant  and
longer-term. The failure of any of these entities to properly address their year
2000 issues could have a materially  adverse  effect on the Company's  financial
position and results of operations.  Additionally,  the failure of the Company's
primary  equipment vendor to deliver  cyclotrons in accordance with the terms of
the purchase  contracts could have a materially  adverse effect on the Company's
ability to increase its production capacity.

Contingency Plans

Contingency  plans for critical IT assets are currently being  developed.  These
contingency plans are in the early stages of development and will be modified as
the risks of potential Y2K interruptions continue to be assessed.

Forward Looking and Cautionary Statements

This document contains certain forward-looking  statements within the meaning of
the  Private  Securities  Litigation  Reform  Act  of  1995  including,  without
limitation,  statements  regarding,  the timing of  possible  impact of Indigo's
sales and marketing efforts,  future cost of sales, R&D expenses, SG&A expenses,
expansion  plans,  the Oak Ridge project,  possible  electronic  data processing
issues related to the year 2000, the development of new technologies,  processes
and products, adverse changes in governmental program priorities and budgetary

<PAGE>

funding by the relevant governmental authorities,  potential costs and delays in
the startup and  refinement  of  technology  and  related  equipment,  potential
equipment failure,  inability to obtain, construct or install necessary parts or
modifications to production  equipment or facilities,and  the sufficiency of the
Company's  liquidity and capital  resources.  From time to time, the Company may
also make other  forward-looking  statements relating to such matters as well as
anticipated   financial   performance,    business   prospects,    technological
developments,  research and development  activities and similar  matters.  These
forward-looking statements are subject to certain risks, uncertainties and other
factors  which  could  cause  actual  results  to differ  materially  from those
anticipated, including risks associated with the management of growth, Year 2000
issues,  research and  development  activities,  effectiveness  and execution of
Indigo's marketing and sales programs,  government regulation of the therapeutic
radiological  pharmaceutical  and device  business,  dependence  on health  care
professionals,   and   competition   from  other   brachytherapy   products  and
conventional and newly developed methods of treating localized cancer.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

See Item 2,  "Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations; Foreign Currency and Geographic Information".



PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings.

See Note C to the  Company's  financial  statements  included  in Item 1 of this
report, which is incorporated by reference hereby.

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

    (a)  Exhibit  10.1 -  Sublease  dated  March 25,  1999  between  Theragenics
         Corporation and Community Reuse Organization of East Tennessee*
    (b)  Exhibit 10.2 - Work For Others  Agreement  dated  March 25, 1999  
         between  Theragenics  Corporation and Lockheed Martin Energy
         Research Corporation*
    (c)  Exhibit 27 - Financial Data Schedule

    (d) Reports on Form 8-K.

         No reports on Form 8-K were filed  during the  quarter  ended March 31,
         1999.

    *    -  Confidential  portions  of Exhibit 10 have been  redacted  and filed
         separately with the Securities and Exchange Commission.


<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                   REGISTRANT:

                                   THERAGENICS CORPORATION



                                   By: /s/  M. Christine Jacobs   
                                      --------------------------
                                      M. Christine Jacobs
                                      Chief Executive Officer


                                      /s/ Bruce W. Smith       
                                     ---------------------------
                                      Bruce W. Smith
                                      Treasurer and Chief Financial Officer
Dated:  May 17, 1999