SECURITIES AND EXCHANGE COMMISSION
        WASHINGTON, DC 20549
        __________________________________________  

        AMENDMENT NO. 1 ON FORM 10-K/A
        TO 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 28, 1996

        ___  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: (619)
        646-5700

        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

        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. [    ]
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<PAGE>





        The aggregate market value of the voting stock held by
        nonaffiliates of the Registrant as of November 22, 1996, was
        approximately $281,022,000.

        As of November 22, 1996, the Registrant had 40,719,299 shares of
        Common Stock outstanding.
PAGE
<PAGE>





        ThermoLase Corporation Amendment No. 1
        on Form 10K/A to Annual Report on Form 10-K 
        for the fiscal year ended September 28, 1996



        DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the Registrant's Fiscal 1996 Annual Report to
        Shareholders for the year ended September 28, 1996, are
        incorporated by reference into Parts I and II.

             Part III, Item 10.       Directors and Executive 
                                      Officers of the Registrant.
                                      --------------------------

             Part III, Item 11.       Executive Compensation.
                                      ----------------------

             Part III, Item 12.       Security Ownership of Certain 
                                      Beneficial Owners and Management.
                                      --------------------------------

             Part III, Item 13.       Certain Relationships and
                                      -------------------------
        Transactions.
        ------------


             The information required under these items, originally to be
        incorporated by reference from the Registrant's definitive proxy
        statement to be filed with the Commission pursuant to Regulation
        14A, not later than 120 days after the close of the fiscal year,
        is contained in the following Attachment A, which is included
        herein and made a part of this Annual Report on Form 10-K.

        SIGNATURES


             Pursuant to the requirements of Section 13 or 15(d) of the
        Securities Exchange Act of 1934, the Registrant has duly caused
        this Amendment No. 1 on Form 10-K/A to be signed by the
        undersigned, duly authorized.


                                      THERMOLASE CORPORATION


                                      By:   /s/ Sandra L. Lambert
                                          -------------------------------

        ---
                                            Sandra L. Lambert
                                            Secretary







                                        1
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<PAGE>





                                  ATTACHMENT A

        DIRECTORS AND DIRECTOR COMPENSATION

             Set forth below are  the names of  the persons nominated  as
        Directors, their ages, their offices in the Corporation, if  any,
        their principal occupation or employment for the past five years,
        the length of their  tenure as Directors and  the names of  other
        public  companies  in  which  such  persons  hold  directorships.
        Information  regarding   their   beneficial  ownership   of   the
        Corporation's Common Stock and of the common stock of its  parent
        corporation,   ThermoTrex    Corporation    ("ThermoTrex")    and
        ThermoTrex's  parent  corporation,  Thermo  Electron  Corporation
        ("Thermo  Electron"),  is  reported  under  the  caption   "Stock
        Ownership." All of  the nominees are  currently Directors of  the
        Corporation.

        Carliss Y. Baldwin    Dr. Baldwin, 46, has been a Director of
                              the Corporation  since June 1994.  Dr.
                              Baldwin has been the William L. White
                              Professor of Business Administration,
                              Harvard Business School, since 1988.  She
                              is also a director of the Federal Home
                              Loan Bank of Boston.

        Elias P.              Dr. Gyftopoulos, 69,  has been a  Director
        Gyftopoulos           of the Corporation  since September  1994.
                              Dr. Gyftopoulos is  Professor Emeritus  of
                              the Massachusetts Institute of Technology,
                              where  he  was   the  Ford  Professor   of
                              Mechanical  Engineering  and  of   Nuclear
                              Engineering for  more  than  twenty  years
                              until his  retirement in  September  1996.
                              Dr. Gyftopoulos  is  also  a  director  of
                              Thermo  BioAnalysis  Corporation,   Thermo
                              Cardiosystems Inc.,  Thermo  Electron,    
                              Thermo  Remediation  Inc.,   ThermoSpectra
                              Corporation, Thermo Voltek Corp.  and Trex
                              Medical Corporation.
        John C. Hansen        Mr. Hansen, 37, has been a Director of the
                              Corporation since February 1996 and its
                              President and Chief Executive Officer  
                              since May 1995.  From 1990 until joining
                              the Corporation, Mr. Hansen was President
                              of Dolphin Acquisition Corp., a skin-care
                              products retailer operating under the name
                              Bare Escentuals, and from 1988 until 1990
                              he was Vice President, Retail of
                              Performance, Inc., a direct marketer and
                              retailer of cycling products.




                                        2
PAGE
<PAGE>





        Robert C. Howard      Mr. Howard, 66, has been a Director of the
                              Corporation   since   its   inception   in
                              December 1992.  Mr.  Howard  has  been  an
                              Executive   Vice   President   of   Thermo
                              Electron from 198 until his  retirement in
                              January 1997.  He is  also  a director  of
                              Thermedics  Inc.,   Thermo   Cardiosystems
                              Inc.,       Thermo   Power    Corporation,
                              ThermoTrex Corporation  and  Trex  Medical
                              Corporation.

        Paul F. Kelleher      Mr.   Kelleher,   54,   has   been   Chief
                              Accounting  Officer  of  the   Corporation
                              since its inception in December 1992 and a
                              Director since March  1994.  Mr.  Kelleher
                              has been Vice President, Finance of Thermo
                              Electron since  1987  and  served  as  its
                              Controller from 1982 to January 1996. 
        Anthony J.            Mr. Pellegrino, 56, has been a Director of
        Pellegrino            the Company since its inception in
                              Decemberi1992.esMr.nPellegrinoohasxbeenca
                              July 1995 and was chairman of LORAD
                              Corporation, a manufacturer of mammography
                              equipment that was acquired by ThermoTrex
                              in November 1992, for more than five years
                              prior to that time.  Mr. Pellegrino is
                              also a director of ThermoQuest Corporation
                              and Trex Medical Corporation.
        Firooz Rufeh          Mr. Rufeh, 59, has been a Director of the
                              Corporation since its inception in
                              December 1992. He was also Vice Chairman
                              of the Board of Directors from February
                              1996 until January 1997.  From December
                              1992 until May 1995 he was Chief Executive
                              Officer of the Corporation, and from May
                              1995 to February 1996, he was also its
                              Chairman of the Board.   Mr. Rufeh was
                              also President of ThermoTrex Corporation
                              from 1988 and a Vice President of Thermo
                              Electron from January 1986, positions he
                              held until January 1997.  Since January
                              1997, Mr. Rufeh has been a consultant to
                              Thermo Electron.  He is also a director  
                              of ThermoTrex Corporation and Trex Medical
                              Corporation.

        Kenneth Y. Tang       Dr. Tang, 49, has been a Director of the
                              Corporation since June 1995.  Dr. Tang has
                              been Senior Vice President of ThermoTrex
                              Corporation for more than five years.  He
                              is also a director of Trex Medical
                              Corporation.


                                        3
PAGE
<PAGE>





        Gary S. Weinstein     Mr. Weinstein, 39, has been  a Director
                              and the Chairman of the Board of of the
                              Corporation since  February  1996.  Since
                              February 1996, Mr. Weinstein has also been
                              Chairman and Chief Executive Officer of
                              ThermoTrex and a Vice President of Thermo
                              Electron.  Mr. Weinstein was a Managing
                              Director of Lehman Brothers Inc. from 1992
                              until February 1996, serving most recently
                              as its Managing Director, head of Global
                              Syndicate and Equity Capital Markets since
                              March 1995.  Prior to that appointment,
                              Mr. Weinstein served in various positions
                              at Lehman Brothers since joining the firm
                              in 1988, including head of Equities in
                              Europe, head of Equity New Issues in North
                              and South America and head of Global
                              Convertible Securities.  Mr. Weinstein is
                              also a director of ThermoTrex Corporation
                              and Trex Medical Corporation.

        Dr. Nicholas T.       Dr. Zervas, 67, has been a Director of the
        Zervas                Corporation since its inception in
                              December 1992, and has been Chief of
                              Neurological Service, Massachusetts
                              General Hospital, since 1977.  Dr. Zervas
                              is also a director of Thermedics Inc.,
                              Thermo Cardiosystems Inc., and ThermoTrex
                              Corporation. 
         
        Committees of the Board of Directors and Meetings

             The Board of  Directors has established  an Audit  Committee
        and a  Human  Resources  Committee,  each  consisting  solely  of
        outside Directors. The present members of the Audit Committee are
        Dr. Baldwin  (Chairman)  and Dr.  Zervas.   The  Audit  Committee
        reviews the scope of the audit with the Corporation's independent
        public accountants  and  meets  with  them  for  the  purpose  of
        reviewing the results of the audit subsequent to its  completion.
        The present  members of  the Human  Resources Committee  are  Dr.
        Zervas (Chairman), Dr.  Baldwin and Dr.  Gyftopoulos.  The  Human
        Resources Committee reviews the performance of senior members  of
        management, recommends executive compensation and administers the
        Corporation's stock-based  compensation  plans.  The  Corporation
        does not have a nominating  committee of the Board of  Directors.
        The Board of Directors met  seven times, the Audit Committee  met
        three times and  the Human  Resources Committee  met seven  times
        during fiscal 1996. Each  Director attended at  least 75% of  all
        meetings of the Board of Directors and Committees on which he  or
        she served held during fiscal 1996.

        Compensation of Directors
         
             Cash Compensation
                                        4
PAGE
<PAGE>






             Directors who  are  not  employees of  the  Corporation,  of
        Thermo Electron  or any  other companies  affiliated with  Thermo
        Electron (also  referred to  as "outside  Directors") receive  an
        annual retainer  of  $2,000 and  a  fee  of $1,000  per  day  for
        attending regular meetings of the Board of Directors and $500 per
        day for participating in meetings of the Board of Directors  held
        by means of conference telephone and for participating in certain
        meetings of committees  of the  Board of Directors.   Payment  of
        outside Directors'  fees  is made  quarterly.   Mr.  Hansen,  Mr.
        Howard, Mr. Kelleher, Mr. Pellegrino, Mr. Rufeh and Mr. Weinstein
        are all employees of Thermo Electron and its subsidiaries and  do
        not receive any cash compensation from the Corporation for  their
        services  as  Directors.    Directors  are  also  reimbursed  for
        out-of-pocket expenses incurred in attending such meetings.  

             Deferred Compensation Plan for Directors

             Under the  Deferred  Compensation Plan  for  Directors  (the
        "Deferred Compensation Plan"), a Director has the right to  defer
        receipt of his cash  fees until he  or she ceases  to serve as  a
        Director, dies or retires from  his principal occupation. In  the
        event of a change in control or proposed change in control of the
        Corporation that  is  not approved  by  the Board  of  Directors,
        deferred amounts  become  payable  immediately.   Either  of  the
        following  is  deemed  to  be  a  change  of  control:  (a)   the
        occurrence, without the prior approval of the Board of Directors,
        of the acquisition, directly or indirectly, by any person of  50%
        or more of the outstanding Common Stock or the outstanding common
        stock of ThermoTrex or Thermo Electron; or (b) the failure of the
        persons serving on  the Board of  Directors immediately prior  to
        any contested  election of  directors or  any exchange  offer  or
        tender offer  for  the  Common  Stock  or  the  common  stock  of
        ThermoTrex or Thermo  Electron to  constitute a  majority of  the
        Board of Directors  at any  time within two  years following  any
        such  event.     Amounts  deferred  pursuant   to  the   Deferred
        Compensation Plan are valued on the date of deferral as units  of
        the Corporation's Common  Stock. When  payable, amounts  deferred
        may be disbursed  solely in  shares of  Common Stock  accumulated
        under the Deferred Compensation Plan.  A total of 100,000  shares
        of Common  Stock  have  been  reserved  for  issuance  under  the
        Deferred Compensation Plan.  As of  September   28, 1996,  513.52
        deferred  units   had  been   accumulated  under   the   Deferred
        Compensation Plan.

             Directors Stock Option Plan

             The Corporation has adopted a directors stock option plan
        (the "Directors Plan") providing for the grant of stock options
        to purchase shares of the Common Stock to outside Directors as
        additional compensation for their service as Directors, which was
        amended in 1995.  The Directors Plan provides for the grant of
        stock options upon a Director's initial appointment and,

                                        5
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        beginning in 1999, awards options to purchase 1,000 shares
        annually to outside Directors.

             Under the Directors Plan, outside Directors appointed prior
        to 1995 were awarded an option to purchase 30,000 shares of
        Common Stock upon the Director's appointment or election.  The
        size of the award to new Directors initially joining the Board of
        Directors after 1995 is reduced by 6,000 shares in each
        subsequent year.  Directors initially joining the Board of
        Directors after 1999 would not receive an option grant upon their
        appointment or election to the Board of Directors, but would be
        eligible to participate in the annual option awards described
        below.  All options evidencing initial grants are exercisable six
        months after the grant, subject to restrictions on transfer and
        the right of the Corporation to repurchase such shares at the
        exercise price in the event the Director ceases to serve as a
        Director of the Corporation or any other Thermo Electron company.
        In such event, the restrictions and repurchase rights lapse in
        equal annual installments of 6,000 shares per year, starting with
        the first anniversary of the grant date, provided the Director
        has continuously served as a Director of the Corporation or any
        other Thermo Electron company since the grant date.  These
        options expire on the seventh anniversary of the grant date if
        granted before the end of 1995 and on the fifth anniversary of
        the grant date if granted after 1995, unless the Director dies or
        otherwise ceases to serve as a Director of the Corporation or any
        other Thermo Electron company prior to that date.

             In addition, under the Directors Plan, outside Directors
        will also receive an annual grant of options to purchase 1,000
        shares of Common Stock, commencing in 1999. The annual grant is
        made at the close of business on the date of Annual Meeting of
        the Stockholders to each outside Director then holding office,
        commencing with the Annual Meeting of Stockholders in 1999.
        Options evidencing annual grants may be exercised at any time
        from and after the six-month anniversary of the grant date of the
        option and prior to the expiration of the option on the third
        anniversary of the grant date.  Shares acquired upon exercise of
        the options would be subject to repurchase by the Corporation at
        the exercise price if the recipient ceases to serve as a Director
        of the Corporation or any other Thermo Electron company prior to
        the first anniversary of the grant date.

             The exercise price for options that have been granted under
        the Directors Plan is the average of the closing prices of the
        Common Stock as reported on the American Stock Exchange for the
        five trading days preceding and including the date of grant. An
        aggregate of 400,000 shares of Common Stock has been reserved for
        issuance under the Directors Plan. 

        STOCK OWNERSHIP

             The following table sets  forth the beneficial ownership  of
        Common Stock,  as well  as  the common  stock of  ThermoTrex  and
                                        6
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<PAGE>





        Thermo Electron, as  of December  28, 1996, with  respect to  (i)
        each person who was known by the Corporation to own  beneficially
        more than 5% of the outstanding shares of common stock, (ii) each
        Director and nominee for  Director, (iii) each executive  officer
        named  in  the  summary  compensation  table  under  the  heading
        "Executive Compensation"  and (iv)  all Directors  and  executive
        officers as a group.

             While  certain  Directors  and  executive  officers  of  the
        Corporation  are  also  directors   and  executive  officers   of
        ThermoTrex or its  subsidiaries other than  the Corporation,  all
        such persons  disclaim  beneficial  ownership of  the  shares  of
        Common Stock owned by ThermoTrex.

        STOCKTABLE
         
        (1)  Except as reflected in the  footnotes to this table,  shares
             of Common Stock of the  Corporation and of the common  stock
             of ThermoTrex and Thermo Electron beneficially owned consist
             of shares  owned  by the  indicated  person, and  all  share
             ownership includes sole voting and investment power.

        (2)  Shares of  the  Common  Stock  beneficially  owned  by  each
             Director and  executive officer  and  by all  Directors  and
             executive officers  as  a group  exclude  25,960,996  shares
             beneficially owned by  ThermoTrex, as to  which shares  each
             Director and executive officer and all members of such group
             disclaim ownership.   Shares  of Common  Stock  beneficially
             owned by Dr. Baldwin, Dr. Cain, Dr. Gyftopoulos, Mr. Hansen,
             Mr. Howard,  Mr. Kelleher,  Mr. Pellegrino,  Mr. Rufeh,  Mr.
             Spire,  Dr. Tang, Mr. Weinstein, Mr. Wittenberg, Mr.  Wurth,
             Dr. Zervas and  all Directors  and executive  officers as  a
             group include  61,400,  350,000,  61,400,  480,000,  43,200,
             77,000, 72,000,  44,240, 50,000,  304,000, 100,000,  68,000,
             150,000, 67,068  and  2,007,108 shares,  respectively,  that
             such person or group has the right to acquire within 60 days
             of December 28, 1996 through the exercise of stock  options.
             Shares beneficially owned  by Dr. Zervas  and all  Directors
             and  executive  officers  as  a  group  include  513  shares
             allocated through September 28, 1996 to Dr. Zervas'  account
             maintained   pursuant   to   the   Corporation's    Deferred
             Compensation Plan for Directors.  Shares beneficially  owned
             by Mr. Pellegrino include  2,082 shares held  in a trust  of
             which Mr. Pellegrino's spouse is the trustee for the benefit
             of Mr. Pellegrino's minor child.   Shares beneficially owned
             by  Dr.  Tang  include  3,878  shares  held  by  Dr.  Tang's
             daughter. As of December 28, 1996, no Director or  executive
             officer beneficially owned 1% or  more of the Common  Stock,
             other than Mr. Hansen, who beneficially owned 1.2%, and  Mr.
             Pellegrino, who beneficially owned 1.0% of the Common Stock;
             all Directors and executive officers as a group beneficially
             owned 6.5% of Common Stock outstanding as of such date.


                                        7
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        (3)  Shares of ThermoTrex common stock beneficially owned by  Dr.
             Gyftopoulos, Mr.  Hansen,  Mr.  Howard,  Mr.  Kelleher,  Mr.
             Pellegrino, Mr. Rufeh, Dr.  Tang, Mr. Weinstein, Mr.  Wurth,
             Dr. Zervas and  all Directors  and executive  officers as  a
             group  include  4,500,  100,000,  31,320,  10,400,  134,500,
             66,000, 63,318, 100,000, 22,500, 26,200 and 580,638  shares,
             respectively, that such  person or  group has  the right  to
             acquire within 60  days of   December 28,  1996 through  the
             exercise of stock options. Shares beneficially owned by  Dr.
             Zervas and all Directors and  executive officers as a  group
             include 1,956  shares  allocated through September 28,  1996
             to Dr. Zervas' account  maintained pursuant to  ThermoTrex's
             Deferred  Compensation  Plan   for  Directors.        Shares
             beneficially owned  by Mr.  Pellegrino include10,408  shares
             held in  a trust  of which  Mr. Pellegrino's  spouse is  the
             trustee for  the benefit  of Mr.  Pellegrino's minor  child.
             Shares beneficially owned by  Mr. Tang include 2,025  shares
             held by Dr.  Tang's daughter.  As of December  28, 1996,  no
             director or executive officer  beneficially owned more  than
             1% of the  ThermoTrex common  stock outstanding  as of  such
             date, other than Mr. Pellegrino, who beneficially owned 4.1%
             of such common stock;  all directors and executive  officers
             as a  group beneficially  owned  approximately 7.0%  of  the
             ThermoTrex common stock outstanding as of December 28, 1996.

        (4)  The shares of common stock  of Thermo Electron shown in  the
             table reflect a three-for-two  split of such stock  effected
             in May  1996.    Shares  of  Thermo  Electron  common  stock
             beneficially owned  by  Dr.  Gyftopoulos,  Mr.  Hansen,  Mr.
             Howard, Mr. Kelleher, Mr. Pellegrino, Mr. Rufeh,  Dr.  Tang,
             Mr. Weinstein, Mr. Wittenberg,  Mr. Wurth and all  Directors
             and executive  officers as  a group  include 9,375,  22,500,
             47,361, 97,574,  115,875, 90,560,  23,850, 160,075,  24,750,
             7,500 and 1,041,892 shares,  respectively, that such  person
             or member of the group have  the right to acquire within  60
             days of  December 28,  1996 through  the exercise  of  stock
             options.   Shares  beneficially  owned by  Mr.  Howard,  Mr.
             Kelleher and all Directors and executive officers as a group
             include 3,040, 1,324 and  6,298  full shares,  respectively,
             allocated through  December  28, 1996  to  their  respective
             accounts maintained pursuant  to Thermo Electron's  employee
             stock ownership  plan.   No  Director or  executive  officer
             beneficially owned more than 1% of Thermo Electron's  common
             stock  outstanding  as  of  such  date;  all  Directors  and
             executive officers as a group beneficially owned 1.0% of the
             common stock of Thermo Electron outstanding as of such date.

        (5)  ThermoTrex owned 63.9% of the Common Stock outstanding as of
             December 28,  1996. ThermoTrex's  address is  10455  Pacific
             Center Court, San Diego, California  92121.  As of  December
             28, 1996,  ThermoTrex had  the  power to  elect all  of  the
             members of the Corporation's Board of Directors.  

        Section 16(a) Beneficial Ownership Reporting Compliance
                                        8
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             Section  16(a)  of  the  Securities  Exchange  Act  of  1934
        requires the Corporation's Directors and executive officers,  and
        beneficial owners of more than 10%  of the Common Stock, such  as
        Thermo  Electron,  to  file  with  the  Securities  and  Exchange
        Commission initial reports of  ownership and periodic reports  of
        change in ownership of  the Corporation's securities.  Based upon
        a review of such filings,  all Section 16(a) filing  requirements
        applicable to such persons were complied with during fiscal 1996,
        except in the following instances.  The Forms 4 for the month  of
        September 1996 filed on behalf of ThermoTrex and Thermo Electron,
        the beneficial  owners of  more  than 10%  of the  Common  Stock,
        reporting the exercise of an option to purchase 5,000 shares from
        ThermoTrex by an employee, was filed 74 days late on December 24,
        1996.  The Form 4 for the month of September 1996 filed on behalf
        of Thermo  Electron also  reported  two additional  exercises  of
        options to purchase 10,000 and 600 shares by employees of  Thermo
        Electron.  The  Form 4 for  the month of  November 1995 filed  on
        behalf of Thermo Electron, reporting the exercise of an option to
        purchase 110,000  shares  from  Thermo  Electron  granted  to  an
        employee, was filed one month late.

        EXECUTIVE COMPENSATION

        Summary Compensation Table
         
             The following table summarizes compensation for services  to
        the Corporation in all capacities  awarded to, earned by or  paid
        to the Corporation's chief executive officer and four other  most
        highly  compensated  executive  officer  (the  "named   executive
        officers") for the last full fiscal year from October 1, 1995  to
        September 28,  1996 ("fiscal  1996"), for  the nine-month  period
        from January  1,  1995 to  September  30, 1995  ("fiscal  1995"),
        reflecting a change in the  Corporation's fiscal year-end to  the
        52 or 53 week period ending on the Saturday closest to  September
        30, and for the preceding full  fiscal year from January 2,  1994
        to December 31, 1994 ("fiscal 1994"). 

             The Corporation  is required  to appoint  certain  executive
        officers and full-time employees of Thermo Electron as  executive
        officers of  the  Corporation,  in  accordance  with  the  Thermo
        Electron Corporate Charter. The compensation for these  executive
        officers is determined and paid entirely by Thermo Electron.  The
        time and effort devoted by these individuals to the Corporation's
        affairs is  provided  to  the  Corporation  under  the  Corporate
        Services Agreement between the  Corporation and Thermo  Electron.
        Accordingly,  the  compensation  for  these  individuals  is  not
        reported in the following table.

        SUMMARYCOMPTABLE
         
        (1)  Annual compensation for executive  officers is reviewed  and
             determined  on  a  calendar  year  basis,  even  though  the
             Corporation's  fiscal   year  ends   in  September.      The
                                        9
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             Corporation changed its  fiscal year-end  to September  from
             December in 1995, and as a consequence, the salary data  for
             fiscal 1995  reflects  salary  paid  during  the  nine-month
             period from January 1, 1995  to September 30, 1995.   Salary
             data for  subsequent fiscal  years   represents salary  paid
             during the Corporation's full fiscal year.

        (2)  The bonus amount  presented for fiscal  1995 represents  the
             bonus paid for  performance during calendar  1995.   Bonuses
             have not yet been  determined for calendar 1996;  therefore,
             the bonus amounts shown for fiscal 1996 are estimates.

        (3)  In addition to  receiving options to  purchase Common  Stock
             (designated in the  table as "TLZ"),  executive officers  of
             the Corporation have been granted options to purchase common
             stock  of  Thermo   Electron  and  certain   of  its   other
             subsidiaries as  part  of  Thermo  Electron's  stock  option
             program.   Options  have  been  granted  during  the  period
             covered by the table to the named executive officers in  the
             following  Thermo  Electron  companies:    Thermo   Electron
             (designated  in  the  table  as  TMO),  Thermo   BioAnalysis
             Corporation  (designated  in  the  table  as  TBA),   Thermo
             Fibergen Inc. (designated in  the table as TFG),  ThermoLyte
             Corporation (designated in the  table as TLT), Thermo  Optek
             Corporation (designated in  the table  as TOC),  ThermoQuest
             Corporation (designated in the table as TMQ), Thermo Sentron
             Inc. (designated  in the  table as  TSR), and  Trex  Medical
             Corporation (designated in the table as TXM).

        (4)  Represents the  amount  of matching  contributions  made  on
             behalf of the named  executive officer participating in  the
             Thermo Electron 401(k) Plan.

        (5)  Mr.  Hansen  was  appointed  Chief  Executive  Officer   and
             President of the Corporation on May 1, 1995.  

        (6)  Mr. Wurth was  appointed Vice President,  Operations of  the
             Corporation in June 1995.

        (7)  In addition    to $1,661,  which  represents the  amount  of
             matching contributions made on behalf of the named executive
             officer participating in  the Thermo  Electron 401(k)  Plan,
             the amount reported  includes $2,698,  which represents  the
             amount of compensation attributable to an interest-free loan
             provided to Mr. Wurth in  connection with his relocation  to
             San Diego, California.  See "Relationship with Affiliates".

        (8)  Dr. Cain was appointed a  Vice President of the  Corporation
             in March  1995.   Dr.  Cain also  serves  as a  Director  of
             ThermoLyte  Corporation,  a  majority  owned  subsidiary  of
             Thermo Electron.    Options  granted  to  Dr.  Cain  in  his
             capacity as a director of ThermoLyte are not included in the
             table as they were granted as compensation for service in  a

                                       10
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             capacity other than  in his  capacity as an  officer of  the
             Corporation.

        (9)  Mr. Sphire was appointed a Vice President of the Corporation
             on June 12, 1996.

        (10) Mr.  Wittenberg  was  appointed  a  Vice  President  of  the
             Corporation on January 9, 1996.

        Stock Options Granted During Fiscal 1996

             The  following  table  sets  forth  information   concerning
        individual grants of stock options  by the Corporation and  other
        Thermo Electron companies  made during fiscal  1996 to the  named
        executive  officers  in  their  capacities  as  officers  of  the
        Corporation.  It  has not  been the Corporation's  policy in  the
        past to grant stock appreciation rights, and no such rights  were
        granted during fiscal 1996.  

        OPTIONTABLE


        (1)  The shares of common stock  of Thermo Electron shown in  the
             table reflect a  three-for-two stock split  effected in  May
             1996.  All of the options granted during the fiscal year are
             immediately exercisable at the date of grant, except options
             to purchase ThermoLyte Corporation (designated in the  table
             as TLT), which are not exercisable until the earlier of  (i)
             90 days after the effective date of the registration of that
             company's common stock  under Section 12  of the  Securities
             Exchange Act  of 1934  (the "Exchange  Act") and  (ii)  nine
             years after  the  grant date.    In all  cases,  the  shares
             acquired upon  exercise are  subject  to repurchase  by  the
             granting corporation at the  exercise price if the  optionee
             ceases to be employed by  the Corporation or another  Thermo
             Electron company.  The granting corporation may exercise its
             repurchase rights within six months after the termination of
             the optionee's employment.   For publicly traded  companies,
             the repurchase rights generally  lapse ratably over a  five-
             to ten-year period, depending on the option term, which  may
             vary from seven to twelve years, provided that the  optionee
             continues to  be  employed  by the  Corporation  or  another
             Thermo  Electron  company.    For  companies  that  are  not
             publicly  traded,  the  repurchase  rights  lapse  in  their
             entirety on the ninth  anniversary of the  grant date.   The
             granting corporation may permit the holders of such  options
             to  exercise  options   and  to   satisfy  tax   withholding
             obligations by  surrendering  shares equal  in  fair  market
             value to the exercise price or withholding obligation.

        (2)  The amounts shown on this table represent hypothetical gains
             that  could  be  achieved  for  the  respective  options  if
             exercised at the end  of the option term.   These gains  are
             based on assumed rates of stock appreciation of 5% and  10%,
                                       11
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<PAGE>





             compounded annually  from the  date the  respective  options
             were granted to their expiration date.  The gains shown  are
             net of  the  option  exercise  price,  but  do  not  include
             deductions for taxes or  other expenses associated with  the
             exercise.  Actual gains, if  any, on stock option  exercises
             will depend on the future performance of the common stock of
             the   granting   corporation,   the   optionee's   continued
             employment through the option period  and the date on  which
             the options are exercised.

        (3)  These  options  were  granted   under  stock  option   plans
             maintained by Thermo Electron  and accordingly are  reported
             as a percentage  to total  options granted  to employees  of
             Thermo Electron and its public subsidiaries.

        Stock Options Exercised During Fiscal 1996
         
             The following  table reports  certain information  regarding
        stock option exercises during  fiscal 1996 and outstanding  stock
        options to purchase shares of  Thermo Electron companies held  at
        the end of fiscal 1996 by the named executive officers. No  stock
        appreciation rights  were exercised  or were  outstanding  during
        fiscal 1996.

        AGGREGATETABLE


        -
        (1)  The shares of common stock  of Thermo Electron shown in  the
             table reflect a  three-for-two stock split  effected in  May
             1996.  All of the options reported outstanding at the end of
             the fiscal year  were immediately exercisable  as of  fiscal
             year-end,  except  the   options  to   purchase  shares   of
             ThermoLyte Corporation  (designated in  the table  as  TLT),
             which are not exercisable until  the earlier of (i) 90  days
             after  the  effective  date  of  the  registration  of  that
             company's common stock under Section 12 of the Exchange  Act
             and (ii) nine years from the grant date.  In all cases,  the
             shares acquired upon exercise of the options reported in the
             table are subject to repurchase by the granting  corporation
             at the exercise price if the optionee ceases to be  employed
             by the  granting  corporation  or  another  Thermo  Electron
             company.  The   granting   Corporation  may   exercise   its
             repurchase rights within six months after the termination of
             the optionee's  employment. For  publicly traded  companies,
             the repurchase rights generally  lapse ratably over a  five-
             to ten-year period, depending on the option term, which  may
             vary from seven to twelve years, provided that the  optionee
             continues to  be  employed  by the  Corporation  or  another
             Thermo Electron company.  For companies whose shares are not
             publicly  traded,  the  repurchase  rights  lapse  in  their
             entirety on the ninth anniversary of the grant date.



                                       12
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<PAGE>





        (2)  No public market existed for  the shares as of December  28,
             1996.  Accordingly, no value in excess of the exercise price
             has been attributed to these options.

        (3)  Prior  to  his  appointment  as  a  Vice  President  of  the
             Corporation  in  January  1996,  Mr.  Wittenberg  was     an
             associate  general  counsel   of  Thermo   Electron.     Mr.
             Wittenburg holds  unexercised  options  to  purchase  common
             stock of Thermo Electron and its subsidiaries other than the
             Corporation, which were granted  to him as compensation  for
             his service as an associate general counsel.  Those  options
             are not  reported  in the  table  as they  were  granted  as
             compensation for service  in a  capacity other  than in  his
             capacity as an officer of the Corporation.

        Employment Agreement

             In connection with the acquisition by the Corporation of CBI
        Laboratories, Inc.  ("CBI")  in 1993,  Dr.  Cain entered  into  a
        four-year employment agreement with CBI.   Pursuant to the  terms
        of this  agreement,  Dr. Cain  will  be  paid a  base  salary  of
        $150,000 per year  and an  annual bonus  which in  no event  will
        exceed $100,000.  In the event Dr. Cain ceases to be an  employee
        of CBI, CBI is  only obligated to continue  paying salary to  Dr.
        Cain  under  the  terms  of  his  employment  agreement  if   CBI
        terminated Dr. Cain's employment without cause.

        RELATIONSHIP WITH AFFILIATES

             Thermo Electron has adopted a strategy of selling a minority
        interest in  subsidiary  companies  to outside  investors  as  an
        important tool  in  its  future  development.  As  part  of  this
        strategy, Thermo Electron  and certain of  its subsidiaries  have
        created several  privately  and  publicly  held,  majority  owned
        subsidiaries, including  the  Corporation which  was  created  by
        ThermoTrex.    From  time  to  time,  Thermo  Electron  and   its
        subsidiaries will  create other  majority owned  subsidiaries  as
        part of its  spinout strategy.   (The Corporation  and the  other
        Thermo Electron subsidiaries are  referred to hereinafter as  the
        "Thermo Subsidiaries".)
         
             Thermo  Electron  and  each   of  the  Thermo   Subsidiaries
        recognize that the  benefits and support  that derive from  their
        affiliation  are   essential   elements   of   their   individual
        performance.  Accordingly, Thermo Electron and each of the Thermo
        Subsidiaries have adopted the  Thermo Electron Corporate  Charter
        (the "Charter")  to define  the relationships  and delineate  the
        nature of such cooperation among  themselves. The purpose of  the
        Charter is to  ensure that  (1) all  of the  companies and  their
        stockholders are treated consistently  and fairly, (2) the  scope
        and nature  of  the cooperation  among  the companies,  and  each
        company's responsibilities,  are  adequately  defined,  (3)  each
        company has  access  to  the combined  resources  and  financial,
        managerial and  technological strengths  of the  others, and  (4)
                                       13
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<PAGE>





        Thermo Electron and  the Thermo Subsidiaries,  in the  aggregate,
        are able to obtain the most favorable terms from outside parties.
         
             To achieve these  ends, the Charter  identifies the  general
        principles to be  followed by the  companies, addresses the  role
        and responsibilities of the management of each company,  provides
        for the sharing of group resources by the companies and  provides
        for centralized administrative, banking and credit services to be
        performed by  Thermo Electron.  The services  provided by  Thermo
        Electron  include  collecting  and  managing  cash  generated  by
        members, coordinating  the  access  of Thermo  Electron  and  the
        Thermo Subsidiaries (the  "Thermo Group")  to external  financing
        sources, ensuring  compliance with  external financial  covenants
        and internal financial policies, assisting in the formulation  of
        long-range  planning  and  providing  other  banking  and  credit
        services. Pursuant  to  the  Charter, Thermo  Electron  may  also
        provide guarantees of  debt or  other obligations  of the  Thermo
        Subsidiaries or may obtain external financing at the parent level
        for the benefit of the Thermo Subsidiaries. In certain instances,
        the Thermo  Subsidiaries may  provide credit  support to,  or  on
        behalf of,  the  consolidated  entity  or  may  obtain  financing
        directly from  external  financing sources.  Under  the  Charter,
        Thermo Electron is  responsible for determining  that the  Thermo
        Group  remains  in  compliance  with  all  covenants  imposed  by
        external  financing  sources,  including  covenants  related   to
        borrowings of  Thermo Electron  or other  members of  the  Thermo
        Group, and for  apportioning such constraints  within the  Thermo
        Group.  In addition, Thermo Electron establishes certain internal
        policies and  procedures  applicable  to members  of  the  Thermo
        Group. The cost of  the services provided  by Thermo Electron  to
        the Thermo  Subsidiaries  is  covered  under  existing  corporate
        services agreements  between  Thermo  Electron and  each  of  the
        Thermo Subsidiaries.

             The Charter  presently provides  that it  shall continue  in
        effect so  long  as  Thermo  Electron and  at  least  one  Thermo
        Subsidiary participate. The Charter may be amended at any time by
        agreement of the participants.  Any Thermo Subsidiary,  including
        the Corporation, can withdraw  from participation in the  Charter
        upon 30 days'  prior notice.   In addition,  Thermo Electron  may
        terminate a  subsidiary's participation  in  the Charter  in  the
        event the subsidiary ceases to  be controlled by Thermo  Electron
        or ceases  to  comply  with  the  Charter  or  the  policies  and
        procedures applicable to the Thermo Group.  A withdrawal from the
        Charter automatically terminates the corporate services agreement
        and tax  allocation  agreement (if  any)  in effect  between  the
        withdrawing company  and Thermo  Electron.   The withdrawal  from
        participation does not terminate outstanding commitments to third
        parties made by the withdrawing company, or by Thermo Electron or
        other members  of  the Thermo  Group,  prior to  the  withdrawal.
        However, a withdrawing company is required to continue to  comply
        with all policies and procedures  applicable to the Thermo  Group
        and to  provide  certain  administrative  functions  mandated  by

                                       14
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<PAGE>





        Thermo Electron so long as the withdrawing company is  controlled
        by or affiliated with Thermo Electron.

             As provided  in  the  Charter, the  Corporation  and  Thermo
        Electron have entered  into a Corporate  Services Agreement  (the
        "Services Agreement")  under  which Thermo  Electron's  corporate
        staff provides certain administrative services, including certain
        legal advice  and  services, risk  management,  certain  employee
        benefit  administration,  tax  advice  and  preparation  of   tax
        returns, centralized  cash  management and  financial  and  other
        services to  the  Corporation.    Thermo  Electron  assessed  the
        Corporation an  annual  fee  equal  to  1.2%  and  1.25%  of  the
        Corporation's revenues for these  services for calendar 1995  and
        for the periods prior  to calendar 1995, respectively.  Effective
        January 1, 1996, the fee was reduced to 1.0% of the Corporation's
        revenues. The  fee may  be  changed by  mutual agreement  of  the
        Corporation and  Thermo Electron.    During fiscal  1996,  Thermo
        Electron assessed  the Corporation  $293,000  in fees  under  the
        Services Agreement.  Management  believes that these charges  are
        reasonable and  that  the terms  of  the Services  Agreement  are
        representative  of  the  expenses  the  Corporation  would   have
        incurred on a  stand-alone basis.  For additional  items such  as
        employee benefit plans, insurance coverage and other identifiable
        costs, Thermo  Electron charges  the Corporation  based on  costs
        attributable  to   the   Corporation.  The   Services   Agreement
        automatically  renews  for  successive  one-year  terms,   unless
        canceled by  the Corporation  upon  30 days'  prior notice.    In
        addition, the Services Agreement terminates automatically in  the
        event the Corporation ceases to be  a member of the Thermo  Group
        or ceases to be a participant in  the Charter. In the event of  a
        termination of the  Services Agreement, the  Corporation will  be
        required to pay a termination fee equal to the fee that was  paid
        by the Corporation for services  under the Services Agreement for
        the   nine-month   period   prior   to   termination.   Following
        termination, Thermo Electron  may provide certain  administrative
        services on  an  as-requested  basis by  the  Corporation  or  as
        required in  order to  meet the  Corporation's obligations  under
        Thermo Electron's policies and procedures.  Thermo Electron  will
        charge the  Corporation  a  fee  equal to  the  market  rate  for
        comparable  services  if  such  services  are  provided  to   the
        Corporation following termination.

             In addition to  the foregoing,  ThermoTrex provides  certain
        services to the Corporation, including personnel  administration,
        accounting,   data   processing,   and   general   administrative
        management.   The  Corporation  was charged  $327,000  for  these
        services in fiscal 1996. 

             From time  to time,  the Corporation  may transact  business
        with other companies in the Thermo Group.   In fiscal 1996,  such
        transactions included the following.

             During  fiscal  1996,  the  Corporation  engaged  the  LORAD
        division of Trex Medical Corporation, a majority-owned subsidiary
                                       15
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<PAGE>





        of ThermoTrex, to manufacture 143 laser systems at various prices
        for an aggregate cost of $8,549,000.   As of September 28,  1996,
        the Corporation had  committed to purchase   132 additional laser
        systems at an aggregate cost of $6,402,000.

             The Corporation  subleases  office and  research  facilities
        from ThermoTrex  and is  charged for  the actual  square  footage
        occupied at approximately the  same cost-per-square-foot paid  by
        ThermoTrex under  it  prime  lease.    During  fiscal  1996,  the
        Corporation paid an aggregate of $125,000 under this arrangement.
        Currently, the cost of  the area occupied  by the Corporation  is
        $342,000 per year.

             In August 1996, the Corporation  loaned $125,000 to Mark  H.
        Wurth, a Vice President and executive officer of the Corporation,
        in  connection  with  Mr.   Wurth's  relocation  to  San   Diego,
        California.  The loan is non-interest bearing and is payable  one
        year from the date of issue.

             As of September  28, 1996, $6,001,000  of the  Corporation's
        cash equivalents  were invested  in a  repurchase agreement  with
        Thermo Electron. Under this agreement, the Corporation in  effect
        lends excess  cash  to  Thermo Electron,  which  Thermo  Electron
        collateralizes  with   investments  principally   consisting   of
        corporate notes, U.S. government agency securities, money  market
        funds, commercial paper and  other marketable securities, in  the
        amount of at  least 103%  of such  obligation. The  Corporation's
        funds subject to the repurchase agreement are readily convertible
        into cash by the Corporation.   The repurchase agreement earns  a
        rate based on the 90-day Commercial Paper Composite Rate plus  25
        basis points, set at the beginning of each quarter.

        Stock Holding Assistance Plan

             In 1996,  the Corporation  adopted  a stock  holding  policy
        which requires  its  executive officers  to  acquire and  hold  a
        minimum number of shares of Common Stock.  In order to assist the
        executive officers in complying with the policy, the  Corporation
        also adopted a Stock Holding  Assistance Plan under which it  may
        make interest-free loans to certain key employees, including  its
        executive officers,  to enable  such  employees to  purchase  the
        Common Stock in  the open market.   No such  loans are  currently
        outstanding under the plan.



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