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

    [   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
          and Exchange Act of 1934.

                         Commission file number 1-11827

                            TREX MEDICAL CORPORATION
             (Exact name of Registrant as specified in this charter)

    Delaware                                                       06-1439626
    (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                        Identification No.)

    36 Apple Ridge Road
    Danbury, Connecticut                                                06810
    (Address of principal executive offices)                       (Zip Code)
       Registrant's telephone number, including area code: (781) 622-1000

           Securities registered pursuant to Section 12(b) of the Act:
                                                  Name of each exchange
             Title of each class                   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. [   ]

    The aggregate market value of the voting stock held by nonaffiliates of
    the Registrant as of October 31, 1997, was approximately $74,638,000.

    As of October 31, 1997, the Registrant had 28,894,630 shares of Common
    Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the Registrant's Annual Report to Shareholders for the fiscal
    year ended September 27, 1997, are incorporated by reference into Parts I
    and II.

    Portions of the Registrant's definitive Proxy Statement for the Annual
    Meeting of Shareholders to be held on February 27, 1998, are incorporated
    by reference into Part III.
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                                     PART I

    Item 1. Business

    (a) General Development of Business

        Trex Medical Corporation (the Company or the Registrant) designs,
    manufactures, and markets mammography equipment and minimally invasive
    digital breast-biopsy systems used for the detection of breast cancer, as
    well as general-purpose X-ray equipment. In addition, the Company
    manufactures specialized X-ray equipment, including imaging systems used
    during diagnostic and interventional vascular and cardiac procedures such
    as balloon angioplasty, and radiographic/fluoroscopic (R/F) systems used
    to diagnose gastrointestinal (GI) disorders and other conditions.

        The Company, incorporated in September 1995 as a subsidiary of
    ThermoTrex Corporation (ThermoTrex), consists of four operating units:
    Lorad, Bennett X-Ray Corporation (Bennett), XRE Corporation (XRE), and
    Continental X-Ray Corporation (Continental). Through its Lorad division,
    the Company manufactures and markets mammography and minimally invasive
    digital breast-biopsy systems, which provide a cost-effective,
    less-invasive alternative to open surgery for the biopsy of suspicious
    breast lesions. Bennett's primary product line consists of
    general-purpose X-ray equipment, but Bennett also manufactures
    mammography systems, a digital breast-biopsy system, and X-ray units used
    by chiropractors and veterinarians. XRE manufactures and markets X-ray
    imaging systems used by interventional cardiologists in the diagnosis and
    treatment of blockages in coronary arteries and other vessels. In October
    1997, XRE acquired substantially all of the assets, subject to certain
    liabilities, of Digitec Corporation, a manufacturer of
    physiological-monitoring equipment and digital-image archiving and
    networking systems used in cardiac catheterization procedures.
    Continental manufactures and markets a broad line of high-end
    general-purpose X-ray systems, as well as specialized units, including
    R/F systems used to diagnose GI disorders. In addition, Continental
    manufactures electrophysiology products that aid doctors in diagnosing
    and treating cardiac arrhythmia.

        The Company also manufactures the specialized hair-removal lasers
    purchased by its sister company, ThermoLase Corporation, another
    majority-owned subsidiary of ThermoTrex, and nondestructive testing
    systems, which are used by the military to test aircraft for stress
    fractures and other defects.

        The Company is currently developing a full-field digital mammography
    system that is intended to be capable of higher image quality. The system
    is designed to enhance the X-ray image through software and to allow
    near-real-time analysis. The Company expects that it will be possible to
    electronically transmit these images to allow off-site analysis by
    another radiologist. The Company believes this technology may also
    provide better images of dense breast tissue, which is often found in
    younger women. The Company has collected clinical data that was submitted
    in December 1997 with the Company's 510(k) application to the U.S. Food
    and Drug Administration (FDA), which must grant market clearance before
    this system can be sold commercially. The Company has designed its new,

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    high-end conventional mammography systems so that radiologists can
    upgrade to digital technology when it becomes available. The Company
    believes that the digital-imaging technology being developed for this
    system may be adaptable to its general-purpose and specialized X-ray
    systems, and the Company will seek to develop applications in these
    markets. The Company is also working on a more advanced version of its
    digital technology, which incorporates a flat-panel, direct-digital
    detector and could provide still more information for earlier diagnoses.

        As of September 27, 1997, ThermoTrex, a publicly traded subsidiary of
    Thermo Electron Corporation (Thermo Electron), owned 22,883,798 shares of
    the common stock of the Company, representing 79% of such stock
    outstanding. In addition to the Company's products, ThermoTrex supplies
    laser-based hair-removal services and personal-care products through its
    ThermoLase subsidiary. Thermo Trex also conducts advanced technology
    research in the areas of communications, avionics, X-ray detection, and
    lasers. Thermo Electron is a world leader in environmental-monitoring and
    analysis instruments, papermaking and recycling equipment, biomedical
    products such as heart-assist devices, biomass electric power generation,
    and other specialized products and technologies. Thermo Electron also
    provides a range of services related to environmental quality.

        ThermoTrex intends, for the foreseeable future, to maintain at least
    50% ownership of the Company. This may require ThermoTrex to purchase
    additional shares of the Company's common stock from time to time, as the
    number of the Company's outstanding shares increases. These or any other
    purchases may be made either in the open market or directly from the
    Company. See Notes 4 and 7 to Consolidated Financial Statements in the
    Registrant's Fiscal 1997 Annual Report to Shareholders for a description
    of outstanding stock options and convertible note.

    Forward-looking Statements

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

    (b) Financial Information About Industry Segments

        The Company conducts its business in one industry segment.

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    (c) Description of Business

        (i) Principal Services and Products

    Breast Cancer Detection

        Mammography Systems. Through Lorad and Bennett, the Company designs,
    manufactures, and markets mammography systems that are generally
    differentiated on the basis of price and performance. The Company's
    high-end models are the Lorad M-IV and the Bennett Contour Plus. Many of
    the Lorad M-IV's features were developed in response to user demands,
    including the ability to be upgraded to accept the full-field
    digital-imaging technology being developed by the Company, when
    available. The Bennett Contour Plus is also upgradable for digital
    imaging and offers a patented tilt C-arm that permits the system to tilt
    toward or away from the patient to aid in imaging breast tissue. The
    Company also offers two lower-priced models and two mobile mammography
    systems.

        The Company has collected clinical data using its prototype
    full-field digital mammography system. In December 1997, the Company
    submitted data collected using its prototypes to the FDA, which must
    grant market clearance before the Company can commercially market its
    full-field digital-imaging system.

        The Company is currently developing a next-generation full-field
    digital mammography system, which would replace the film with a
    solid-state detector capable of directly recording the X-ray image in an
    electronic format. The system is designed to substantially increase image
    contrast without a significant decrease in image resolution.

        The Company believes that demand in the market for mammography
    systems is driven primarily by technological innovation that results in
    better image quality. Although growth of the installed base has slowed,
    demand for new systems continues as older models are replaced with those
    offering technological innovations. In addition, the Company believes
    that the market outside the United States will grow as more countries
    adopt mammography quality standards similar to those adopted in the
    United States.

        Minimally Invasive Digital Breast-biopsy Systems. The Company offers
    a variety of minimally invasive digital breast-biopsy systems,
    manufactured by Lorad and Bennett, that provide an alternative to
    surgical biopsy. These digital breast-biopsy systems were introduced to
    address the disadvantages of open surgical biopsy and can be performed on
    an outpatient basis under local anesthetic. 

        The Company offers a dedicated prone table, the StereoGuide(R), for
    customers that perform a significant number of biopsy procedures. With
    the dedicated prone table, the patient lies down with her breast
    suspended through an aperture in the table. X-ray imaging equipment and a
    needle-gun attachment (not manufactured by the Company) are mounted below
    the table. Patients on the prone table are more comfortable, increasing
    the likelihood they will remain still during the procedure, and cannot

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    see the needle being inserted in the breast, reducing the chance of
    fainting. The typical cost of a minimally invasive breast-biopsy
    procedure is approximately one-third that of an open surgical biopsy. The
    Company's StereoGuide system is the subject of a lawsuit alleging
    infringement of a Fischer Imaging Corporation (Fischer) patent. See
    "Item 3 - Legal Proceedings."

        Since October 1995, when the Lorad division signed a multiyear,
    exclusive agreement with United States Surgical Corporation (U.S.
    Surgical), the Company has manufactured a modified version of the
    StereoGuide that is compatible with U.S. Surgical's Advanced
    Breast-biopsy Instrument (ABBI (TM)), a disposable component. U.S.
    Surgical markets this product as the ABBI system, which consists of the
    Company's digital guidance system and a specialized table that has been
    modified to accept the ABBI device. See "Dependency on a Single
    Customer."

        The Company also offers upright, add-on systems that can be attached
    to most of its mammography systems. Add-on systems principally consist of
    a needle-gun attachment that fits onto the mammography system in place of
    the breast-compression paddle. These systems enhance the functionality of
    a mammography system and are beneficial to customers who have only
    periodic demand for minimally invasive needle-biopsy procedures.

        The Company believes that the minimally invasive digital
    breast-biopsy system market will grow as the procedure becomes more
    widely accepted by the medical community and as pressures to contain
    healthcare costs increase. 

    General-purpose Radiography

        The Company addresses the general-purpose X-ray market through its
    Bennett and Continental subsidiaries. Bennett designs, manufactures, and
    markets basic X-ray systems generally used in medical outpatient
    facilities, such as doctors' offices and surgi-care centers. Bennett has
    focused on this segment of the market by providing low-cost, reliable
    systems. Continental (and, to a lesser extent, Bennett) markets the more
    sophisticated and expensive X-ray systems typically used in hospitals and
    clinics. These include the two linear tomography systems marketed by the
    Company. The Company believes that for a number of applications its
    linear tomography systems may be a cost-effective alternative to computed
    tomography (CT) systems. In addition, Bennett manufactures and markets
    imaging systems designed specifically for chiropractors and
    veterinarians.

        The U.S. market for general-purpose X-ray systems is stable, and
    consists primarily of replacement sales as customers upgrade older
    equipment. The Company believes that the international market is
    substantially larger than the U.S. market and that the installed base of
    systems is still growing, particularly in developing countries. The
    Company has recently expanded its international sales efforts. 

        The Company believes digital imaging will have significant
    application in the general-purpose and specialized X-ray markets and that

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    the technology it develops for its full-field digital imaging system may
    be adaptable to these applications. In general-purpose X-ray
    applications, the Company believes digital imaging will produce better
    quality images and reduce operating costs by eliminating the need for
    film, processing equipment, and chemicals. In addition, digital imaging
    will permit the electronic storage of images on magnetic or optical
    media, as well as the transmission of images to multiple locations.
    Furthermore, the Company believes digital imaging could make the image
    intensifiers, which are large and expensive components in certain imaging
    systems, obsolete.

    Cardiac Catheterization, Angiography, and Electrophysiology

        The Company's XRE subsidiary designs, manufactures, and markets
    cardiac catheterization laboratories (also called cath labs) and
    positioners for cardiovascular imaging systems. XRE's imaging equipment
    is used in cath labs where angiography (the examination of blood vessels
    using X-rays following the injection of a radiopaque contrast medium) is
    performed by an interventional cardiologist. XRE systems are designed to
    provide real-time images of peripheral blood vessels and of the heart and
    coronary arteries for physicians performing diagnostic and interventional
    procedures, such as balloon angioplasty.

        In recent years, significant advances have been made in the treatment
    of atherosclerosis, which can lead to a narrowing of the arteries, and
    other coronary artery diseases without extensive surgery. A common
    alternative treatment to open-heart bypass surgery is balloon
    angioplasty, a procedure in which a segment of a narrowed coronary artery
    is stretched by the inflation of a balloon introduced into the affected
    artery. A more recent development involves the permanent implantation of
    a device called a stent into the blood vessel in order to keep the
    restricted vessel open once it has been expanded by balloon angioplasty.
    The Company believes vascular and cardiovascular surgeons will
    increasingly use balloon angioplasty and these other less-invasive
    techniques to treat vascular diseases. These procedures are performed
    under the guidance of X-ray imaging such as that provided by the
    Company's equipment.

        XRE's products include the Unicath C cardiovascular imaging system,
    the Unicath LP biplane cardiovascular imaging system, and the Unicath SP,
    its newest single-plane cardiovascular imaging system, with enhanced
    features such as a larger X-ray tube and advanced image intensifier with
    Full-Frame(TM) Zoom to further improve the visualization of
    interventional devices such as stents.

        To complement its Unicath SP labs, XRE has developed a line of
    digital image-processing systems, workstations, and archive alternatives.
    XRE's new DVFX digital video filter system acquires, enhances, and
    displays high-resolution images at 30 frames per second to clearly image
    and freeze the motion of the heart. In October 1997, XRE acquired
    substantially all of the assets, subject to certain liabilities, of
    Digitec Corporation, a North Carolina-based manufacturer of
    physiological-monitoring equipment and digital-image archiving and
    networking systems used in cardiac catheterization procedures. The

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    digital-image management system integrates physiological data, acquired
    images, and other data to create a single source of patient information.

        In addition, the Company's Continental subsidiary designs,
    manufactures, and sells electrophysiology systems that are used in the
    diagnosis and treatment of cardiac arrhythmia, which is characterized by
    the sudden, erratic beating of the heart and can result in cardiac
    arrest.

    Radiographic/Fluoroscopic Systems

        Through its Continental subsidiary, the Company designs,
    manufactures, and markets radiographic/fluoroscopic (R/F) products. An
    R/F system is able to record dynamic events by capturing a series of
    images in a short period of time. For example, R/F systems are used for
    various gastrointestinal procedures to image in real-time the progress of
    a radiopaque ingested solution (typically barium) through the digestive
    tract.

        Continental produces R/F systems using advanced high-frequency
    generators that provide pulsed power, resulting in substantially reduced
    radiation exposure to the patient. Continental's R/F products include the
    DigiSpot (TM) 2000, a high-speed digital-imaging system that records the
    image in an electronic format, permitting the electronic storage of
    images on magnetic or optical media, and the transmission of images to
    multiple locations with image quality comparable to film-based systems.

    Other Products

        The Company uses its technological and manufacturing expertise to
    produce a number of other products.

        The Company's LPX-160 portable imaging system, based on the Company's
    medical imaging technology, is designed to produce high-resolution images
    of metals, composites, and plastics. Customers for this system have
    included the United States Air Force, several commercial airlines, and
    Canadian and American utilities.

        The Company manufactures the lasers used in ThermoLase Corporation's
    hair-removal process. ThermoLase is a publicly traded, majority-owned
    subsidiary of ThermoTrex. During fiscal 1997*, 1996, and 1995, sales of
    these lasers totaled $11,390,000, $8,549,000, and $350,000, respectively.
    The Company has committed to deliver additional laser systems and
    components to ThermoLase under this arrangement for approximately
    $6.0 million.

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

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    Sales and Distribution

        The Company sells its products through a worldwide network of more
    than 100 independent dealers and, to a lesser extent, on a direct basis.
    Each of the Company's operating units employs regional sales managers who
    oversee the performance of the independent dealers on a domestic and
    international basis and, in certain instances, support direct sales
    efforts. The Company and its independent dealers maintain a staff of
    factory-trained service technicians to support its systems on a worldwide
    basis.

    OEM Agreements

        In addition to manufacturing and marketing its own systems, the
    Company manufactures systems and system components as an OEM for other
    medical equipment companies such as U.S. Surgical and the GE Medical
    Systems division of General Electric Company (GE). See "Dependency on a
    Single Customer." 

    Government Regulation

        The Company's products and its research, development, and
    manufacturing activities are subject to regulation by numerous
    governmental authorities in the United States and other countries. In the
    United States, medical devices are subject to rigorous FDA review. The
    federal Food, Drug, and Cosmetic Act, the Public Health Services Act, and
    other federal statutes and regulations govern or influence the testing,
    manufacture, safety, labeling, storage, record-keeping, reporting,
    approval, advertising, and promotion of products such as those offered by
    the Company. Noncompliance with applicable requirements can result in
    fines, recalls, or seizures of products, total or partial suspension of
    production, and criminal prosecution.

        The Company is also subject to periodic inspections by the FDA, which
    audits the Company's compliance with current good manufacturing practices
    as set forth in the quality system regulation (QSR) during such
    inspections. Enforcement of QSR regulations has increased significantly
    in the last several years. In the event that the Company or any of its
    facilities was determined to be in noncompliance, and to the extent that
    the Company or such facility was unable to convince the FDA of the
    adequacy of its compliance, the FDA has the power to assert penalties or
    remedies, including a recall or temporary suspension of product shipments
    until compliance is achieved. Such penalties or remedies could have a
    material adverse effect on the Company's business and results of
    operations.

        The Company is also regulated by the FDA under the Radiation Control
    for Health and Safety Act of 1968 (Public Law 90-602), which specifically
    addresses radiation-emitting products. Under this law, the Company is
    responsible for submitting initial reports on all new X-ray systems that
    require certification to FDA performance standards, as well as annual
    reports and reports of accidental radiation occurrences.

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        Historically, the Company has been subject to recalls of certain of
    its products from time to time under Public Law 90-602. Under this law,
    the manufacturer must repair, replace, or refund the cost of any product
    that is not in compliance with the relevant performance standard.

        (ii) and (xi) New Products; Research and Development

        The Company maintains active programs for the development of new
    mammography and X-ray imaging systems. The Company's current development
    efforts are focused on the development of a full-field digital
    mammography system, X-ray sensors for flat-panel direct-detection
    digital-imaging technology, the enhancement of existing mammography
    products, and the introduction of an interventional radiology product.
    The Company believes that the digital-imaging technology developed for
    this system also may be adaptable to general-purpose and specialized
    X-ray systems.

        The Company is developing products based on flat-panel direct-
    detection digital-imaging technology being developed by scientists at
    ThermoTrex. ThermoTrex has granted the Company a fully paid, exclusive,
    worldwide, perpetual license to use such technology in the fields of
    mammography and general radiography. Under the terms of the license
    agreement with ThermoTrex, if the Company elects to fund approximately
    $6.0 million of the research and development in the fields of R/F, mobile
    C-arm fluoroscopy, and cardiography/angiography over a three-year period,
    the Company's license will be extended to cover such fields. As of
    September 27, 1997, the Company had cumulatively funded $3.8 million
    under the agreement.

        Research and development expenses of the Company were $24.7 million,
    $18.9 million, and $8.6 million for fiscal 1997, fiscal 1996, and the
    nine months ended September 30, 1995.

        (iii) Raw Materials

        Raw materials, components, and supplies purchased by the Company are
    either available from a number of different suppliers or from alternative
    sources that could be developed without a material adverse effect on the
    Company. To date, the Company has experienced no difficulties in
    obtaining these materials.

        (iv) Patents, Licenses, and Trademarks

        The Company's policy is to protect its intellectual property rights
    and to apply for patent protection when appropriate. The Company
    currently holds numerous issued United States patents expiring at various
    dates ranging from 2003 to 2014. The Company also has more than 10
    applications pending for additional United States patents and a number of
    foreign counterparts for its patents in various foreign countries. Patent
    protection provides the Company with competitive advantages with respect
    to certain systems. The Company believes, however, that technical
    know-how and trade secrets are more important to its business than patent
    protection.

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        Competitors of the Company and other third parties hold issued
    patents and pending patent applications relating to imaging and other
    related technologies, and it is uncertain whether these patents and
    patent applications will require the Company to alter its products or
    processes, pay licensing fees, or cease certain activities. See
    information under the heading "Risks Associated With Pending and
    Threatened Patent Litigation" under the caption "Forward-looking
    Statements" in the Registrant's Fiscal 1997 Annual Report to
    Shareholders, which statements are incorporated herein by reference, and
    "Item 3 - Legal Proceedings."

        (v) Seasonal Influences

        There are no significant seasonal influences on the Company's sales
    of products and services.

        (vi) Working Capital Requirements

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

        (vii) Dependency on a Single Customer

        Revenues from OEM sales of a modified design of the Company's
    stereotactic prone breast-biopsy system to U.S. Surgical accounted for
    17% of the Company's total revenues in fiscal 1997.

        (viii) Backlog

        The backlog of firm orders was $54.3 million as of September 27,
    1997, compared with $71.7 million as of September 28, 1996. The backlog
    at September 28, 1996, was affected by a build-up of new orders for the
    Company's M-IV mammography system, which the Company began shipping in
    late fiscal 1996, and the timing of certain orders received in late
    fiscal 1996. Accordingly, the Company does not believe that the decline
    in backlog is indicative of a trend. The Company anticipates that
    substantially all of the backlog at September 27, 1997, will be shipped
    during fiscal 1998.

        (ix) Government Contracts

        Not applicable.

        (x) Competition

        The healthcare industry in general, and the market for imaging
    products in particular, is highly competitive. The Company competes with
    a number of companies, many of which have substantially greater
    financial, marketing, and other resources than the Company. The Company's
    competitors include large companies such as GE, the Philips Medical
    Systems North America Company subsidiary of Philips N.V. (Philips), the
    Siemens Corporation subsidiary of Siemens AG (Siemens), Toshiba American
    Medical Systems, Inc., Toshiba America MRI, Inc., Shimadzu, and Picker

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    International, Inc., which compete in most diagnostic imaging modalities,
    including X-ray imaging. In addition, a significant portion of the
    Company's sales are to U.S. Surgical and GE through OEM arrangements. The
    products sold through such OEM agreements compete with those offered by
    the Company directly and through its independent dealers. The Company's
    StereoLoc II, Cytoguide, and StereoGuide breast-biopsy systems compete
    with products offered by GE, Fischer Imaging Corporation, and Philips,
    and with conventional surgical biopsy procedures. The Company competes
    primarily on the basis of product features, product performance, and
    reputation as well as price and service. The Company believes that
    competition is likely to increase as a result of healthcare
    cost-containment pressures and the development of alternative diagnostic
    and interventional technologies.

        (xii) Environmental Protection Regulations

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

        (xiii) Number of Employees

        As of September 27, 1997, the Company employed 1,041 persons.

    (d) Financial Information about Exports by Domestic Operations

        Financial information about exports by domestic operations is
    summarized in Note 8 to Consolidated Financial Statements in the
    Registrant's Fiscal 1997 Annual Report to Shareholders, which information
    is incorporated herein by reference.

    (e) Executive Officers of the Registrant

                                      Present Title (Fiscal Year First Became
    Name                       Age    Executive Officer)
    -------------------------------------------------------------------------
    Hal Kirshner               56     Chief Executive Officer, President,
                                        and Director (1995)
    John N. Hatsopoulos        63     Chief Financial Officer and Vice
                                        President (1995)
    John Brenna                51     Vice President (1997)
    Paul F. Kelleher           55     Chief Accounting Officer (1995)

        Each executive officer serves until his successor is chosen or
    appointed by the Board of Directors and qualified, or until earlier
    resignation, death, or removal. Messrs. Hatsopoulos and Kelleher have
    held comparable positions for at least five years with the Company or
    Thermo Electron. Mr. Kirshner was President of Lorad from February 1991
    to April 1997. Mr. Brenna has been a Vice President since joining the
    Company in March 1996. Prior to joining the Company, Mr. Brenna was
    Director of Marketing, North America, for Philips Medical Systems, a
    position he held for seven years. Messrs. Hatsopoulos and Kelleher are
    full-time employees of Thermo Electron but devote such time to the
    affairs of the Company as the Company's needs reasonably require.

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    Item 2. Properties

        The Company owns two office and manufacturing facilities: a 62,500-
    square-foot facility in Danbury, Connecticut, and a 143,000-square-foot
    facility in Broadview, Illinois. The Company leases a 120,000-square-foot
    office and manufacturing facility in Copiague, New York, under a lease
    expiring in 2005, a 156,000-square-foot office and manufacturing facility
    in Littleton, Massachusetts, under a lease expiring in 2012, and a
    60,000-square-foot office and manufacturing facility in Danbury,
    Connecticut, under a lease expiring in 2007.

        The Company believes that its facilities are in good condition and
    are suitable and adequate to meet current needs.

    Item 3. Legal Proceedings

        In April 1992, Fischer Imaging Corporation (Fischer) commenced a
    lawsuit in the United States District Court, District of Colorado,
    against the Company's Lorad division, alleging that Lorad's prone breast-
    biopsy system infringes a Fischer patent on a precision mammographic
    needle-biopsy system. As of September 27, 1997, the Company had
    recognized aggregate revenues of approximately $107.1 million from the
    sale of such systems, of which $34.4 million represents sales prior to
    October 16, 1995. The suit requests a permanent injunction, treble
    damages, and attorneys' fees and expenses. If the Company is unsuccessful
    in defending this lawsuit, it may be enjoined from manufacturing and
    selling its prone breast-biopsy system without a license from Fischer. No
    assurance can be given that the Company will be able to obtain such a
    license, if required, on commercially reasonable terms, if at all. In
    addition, the Company may be subject to damages for past infringement. No
    assurance can be given as to the amount that the Company may eventually
    be required to pay in expenses or in such damages.

        In connection with the organization of the Company, ThermoTrex agreed
    to indemnify the Company for any and all cash damages in connection with
    the Fischer lawsuit with respect to sales of the Company's products
    occurring prior to October 16, 1995, when Lorad was transferred to the
    Company. Notwithstanding this indemnification, the Company would be
    required to report as an expense in its results of operations the full
    amount, including any reimbursable amount, of any damages in excess of
    the amount accrued (approximately $2 million as of September 27, 1997),
    with any indemnification payment it receives from ThermoTrex being
    treated as a contribution to shareholders' investment.

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

        Not applicable.

                                       12PAGE
<PAGE>
                                     PART II

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

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

    Item 6. Selected Financial Data

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

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

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

    Item 8. Financial Statements and Supplementary Data

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

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

        Not applicable.

                                       13PAGE
<PAGE>
                                    PART III

    Item 10. Directors and Executive Officers of the Registrant

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

    Item 11. Executive Compensation

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

    Item 12. Security Ownership of Certain Beneficial Owners and Management

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

    Item 13. Certain Relationships and Related Transactions

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

                                       14PAGE
<PAGE>
                                     PART IV

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

    (a,d)    Financial Statements and Schedules

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

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

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

             List of Financial Statements and Schedules Referenced in this
             Item 14

             Information incorporated by reference from Exhibit 13 filed
             herewith:

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

             Financial Statement Schedules filed herewith:

                 Schedule II: Valuation and Qualifying Accounts

             All other schedules are omitted because they are not applicable
             or not required, or because the required information is shown
             either in the financial statements or in the notes thereto.

    (b)      Reports on Form 8-K

             None.

    (c)      Exhibits

             See Exhibit Index on the page immediately preceding exhibits.

                                       15PAGE
<PAGE>
                                   SIGNATURES

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

    Date: December 4, 1997                   TREX MEDICAL CORPORATION

                                             By:   Hal Kirshner
                                                   ------------------------
                                                   Hal Kirshner
                                                   President and Chief
                                                   Executive Officer

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

    Signature                           Title
    ---------                           -----
    By: Hal Kirshner                President, Chief Executive Officer,
        ----------------------------    and Director
        Hal Kirshner                      

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

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

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

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

    By: John T. Keiser              Director
        ----------------------------
        John T. Keiser

    By: Dr. James W. May, Jr.       Director
        ----------------------------
        Dr. James W. May, Jr.

    By: Hutham S. Olayan            Director
        ----------------------------
        Hutham S. Olayan

    By:                             Director
        ----------------------------
        Firooz Rufeh

                                       16PAGE
<PAGE>
                    Report of Independent Public Accountants

    To the Shareholders and Board of Directors of Trex Medical Corporation:

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

                                               Arthur Andersen LLP

    Boston, Massachusetts
    November 3, 1997

                                       17PAGE
<PAGE>
  SCHEDULE II
                            TREX MEDICAL CORPORATION

                        Valuation And Qualifying Accounts
                                   (In thousands)


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

  Year Ended
    September 27, 1997      $1,264     $  170   $ (136)    $    -      $1,298

  Year Ended
    September 28, 1996      $  870     $  273   $ (151)    $  272      $1,264

  Nine Months Ended
    September 30, 1995      $  525     $   25   $    -     $  320      $  870

  (a)Allowances of businesses acquired during the year as described in Note 2
     to Consolidated Financial Statements in the Registrant's Fiscal 1997
     Annual Report to Shareholders.

                                       18PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number     Description of Exhibit
    -------------------------------------------------------------------------
      3.1     Certificate of Incorporation, as amended, of the
              Registrant (filed as Exhibit 3.1 to the Registrant's
              Registration Statement on Form S-1 [Reg. No. 333-2926]
              and incorporated herein by reference).

      3.2     By-Laws of the Registrant (filed as Exhibit 3.2 to the
              Registrant's Registration Statement on Form S-1 [Reg.
              No. 333-2926] and incorporated herein by reference).

      4.1     $42,000,000 Subordinated Convertible Note due 2000 of
              the Registrant issued to ThermoTrex (filed as Exhibit
              4.2 to the Registrant's Registration Statement on Form
              S-1 [Reg. No. 333-2926] and incorporated herein by
              reference).

     10.1     Corporate Services Agreement dated as of September 27,
              1995, between Thermo Electron Corporation (Thermo
              Electron) and the Registrant (filed as Exhibit 10.1 to
              the Registrant's Registration Statement on Form S-1
              [Reg. No. 333-2926] and incorporated herein by
              reference).

     10.2     Thermo Electron Corporate Charter, as amended and
              restated effective January 3, 1993 (incorporated by
              reference herein from Exhibit 10.1 to Thermo Electron's
              Annual Report on Form 10-K for the fiscal year ended
              January 2, 1993 [File No. 1-8002]).

     10.3     Tax Allocation Agreement dated as of September 27,
              1995, between Thermo Electron and the Registrant (filed
              as Exhibit 10.3 to the Registrant's Registration
              Statement on Form S-1 [Reg. No. 333-2926] and
              incorporated herein by reference).

     10.4     Master Repurchase Agreement dated as of September 27,
              1995, between Thermo Electron and the Registrant.

     10.5     Master Guarantee Reimbursement Agreement dated as of
              September 27, 1995, between Thermo Electron and the
              Registrant (filed as Exhibit 10.5 to the Registrant's
              Registration Statement on Form S-1 [Reg. No. 333-2926]
              and incorporated herein by reference).

     10.6     Master Guarantee Reimbursement and Loan Agreement dated
              as of September 27, 1995, between ThermoTrex and the
              Registrant (filed as Exhibit 10.6 to the Registrant's
              Registration Statement on Form S-1 [Reg. No. 333-2926]
              and incorporated herein by reference).

                                       19PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number     Description of Exhibit
    -------------------------------------------------------------------------
     10.7     Purchase Agreement between General Electric Company and
              Bennett dated November 17, 1994 (filed as Exhibit 10.9
              to the Registrant's Registration Statement on Form S-1
              [Reg. No. 333-2926] and incorporated herein by
              reference).

     10.8     Agreement between Philips Medizin Systeme
              Unternehmensbereich der Philips GmbH and Bennett dated
              February 12, 1992 (filed as Exhibit 10.10 to the
              Registrant's Registration Statement on Form S-1 [Reg.
              No. 333-2926] and incorporated herein by reference).

     10.9     Distributor Agreement between ThermoTrex and U.S.
              Surgical Corporation dated October 20, 1995, as amended
              (filed as Exhibit 10.11 to the Registrant's
              Registration Statement on Form S-1 [Reg. No. 333-2926]
              and incorporated herein by reference).

     10.10    Note Purchase and Sale Agreement dated as of October 2,
              1995, between ThermoTrex and the Registrant (filed as
              Exhibit 10.12 to the Registrant's Registration
              Statement on Form S-1 [Reg. No. 333-2926] and
              incorporated herein by reference).

     10.11    Lease dated as of September 15, 1995, by and among
              ThermoTrex and BK Realty Associates, L.P. and Calrob
              Realty Associates (filed as Exhibit 10.26 to
              ThermoTrex's Annual Report on Form 10-K for the fiscal
              year ended September 30, 1995 [File No. 1-10791] and
              incorporated herein by reference).

     10.12    Lease dated as of December 20, 1995, between Melvyn J.
              Powers and Mary P. Powers D/B/A M&M Realty and Lorad,
              as amended (filed as Exhibit 10.14 to the Registrant's
              Registration Statement on Form S-1 [Reg. No. 333-2926]
              and incorporated herein by reference).

     10.13    Equity Incentive Plan of the Registrant (filed as
              Exhibit 10.15 to the Registrant's Registration
              Statement on Form S-1 [Reg. No. 333-2926] and
              incorporated herein by reference).

     10.14    Deferred Compensation Plan for Directors of the
              Registrant (filed as Exhibit 10.16 to the Registrant's
              Registration Statement on Form S-1 [Reg. No. 333-2926]
              and incorporated herein by reference).

                                       20PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number     Description of Exhibit
    -------------------------------------------------------------------------
     10.15    Directors Stock Option Plan of the Registrant (filed as
              Exhibit 10.17 to the Registrant's Registration
              Statement on Form S-1 [Reg. No. 333-2926] and
              incorporated herein by reference).

     10.16    Form of Indemnification Agreement for Officers and
              Directors (filed as Exhibit 10.18 to the Registrant's
              Registration Statement on Form S-1 [Reg. No. 333-2926]
              and incorporated herein by reference).

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

     10.17    License Agreement between the Registrant and ThermoTrex
              dated as of October 16, 1995 (filed as Exhibit 10.88 to
              the Registrant's Registration Statement on Form S-1
              [Reg. No. 333-2926] and incorporated herein by
              reference).

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

     10.19    Lease dated May 29, 1996, between John K. Grady,
              Trustee of Concord Associates Foster Street Trust and
              XRE Acquisition Corp. (filed as Exhibit 10.89 to the
              Registrant's Registration Statement on Form S-1 [Reg.
              No. 333-2926] and incorporated herein by reference).

     10.20    Asset Purchase Agreement dated September 4, 1996, by
              and among CXR Acquisition Corp., the Registrant,
              Continental X-Ray Corporation, Alphatek Corporation,
              Broadview Manufacturing Corporation, Haymarket Square
              Associates, Advanced Medical Imaging, Inc.,
              Trans-Continental X-Ray Corporation, and the
              Stockholders and Partners thereof (filed as Exhibit
              10.21 to the Registrant's Registration Statement on
              Form S-1 [Reg. No. 333-15381] and incorporated herein
              by reference).

                                       21PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number     Description of Exhibit
    -------------------------------------------------------------------------
     10.21    Letter Agreement dated January 13, 1997, between the
              Registrant and Philips Medical Systems (filed as
              Exhibit 10.1 to the Registrant's Quarterly Report on
              Form 10-Q for the quarter ended December 28, 1996, and
              incorporated herein by reference).

     10.22    Form of Purchase Order and Terms and Conditions for
              Purchases of Lasers by ThermoLase Corporation from the
              Registrant (filed as Exhibit 10.30 to ThermoLase's
              Annual Report on Form 10-K for the fiscal year ended
              September 27, 1997 [File No. 1-13104] and incorporated
              herein by reference).

     11       Statement re: Computation of Earnings per Share.

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

     21       Subsidiaries of the Registrant.

     23       Consent of Arthur Andersen LLP.

     27       Financial Data Schedule.