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 October 2, 1999

[   ] 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 its charter)

Delaware                                                06-1439626
(State or other jurisdiction of
incorporation or organization)             (I.R.S. Employer 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:

       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. [ ]

The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of October 29, 1999, was approximately $20,006,000.

As of October 29, 1999, the Registrant had 32,003,242 shares of Common Stock
outstanding.

                                   DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended October 2, 1999, are incorporated by reference into Parts I and II.

Portions of the Registrant's definitive Proxy Statement for the Annual Meeting
of Shareholders to be held on March 10, 2000, are incorporated by reference
into Part III.

<PAGE>


                                                  PART I
Item 1.  Business

(a)   General Development of Business

      Trex Medical Corporation, which we also refer to as "the company" or "the
registrant," designs, manufactures, and markets mammography equipment and
minimally invasive digital breast-biopsy systems, general-purpose and
specialized medical X-ray equipment, and dental X-ray systems. The company
operates in two segments: Medical Imaging and Dental Imaging.

      Trex Medical is the world's largest manufacturer of mammography systems
and also manufactures minimally invasive digital breast-biopsy systems, which
provide a low-cost, less-invasive alternative to open surgery for the biopsy of
suspicious breast lesions. All of the company's general-purpose X-ray systems as
well as its digital radiographic/fluoroscopic (R/F) system, which is used to
diagnose gastrointestinal disorders and other problems, are now part of the Trex
Heritage Series line of products. The company also manufactures and markets
specialized X-ray imaging systems called cardiac catheterization laboratories
(cath labs) that are used during diagnostic and interventional vascular and
cardiac procedures, such as balloon angioplasty. In addition, Trex Medical
manufactures electrophysiology products that aid doctors in diagnosing and
treating cardiac arrhythmia. And through its Trophy Radiologie subsidiary,
acquired in fiscal 1998*, the company sells a limited number of medical imaging
systems in markets outside the U.S.

      Through Trophy Radiologie, which is based just outside Paris, Trex Medical
manufacturers digital and conventional dental X-ray systems. Trophy's dental
imaging systems are sold in the U.S. through Trex Medical's TREXTrophy Dental
division.

      All of the company's imaging products use X-rays. Most of its products are
conventional X-ray systems, but some of the newer products are based on digital
X-ray technology. Like the conventional systems, the digital systems use X-rays
as the energy source, but instead of being captured on film, the image is stored
in a digital format, which enables the radiologist to use a computer screen to
view it. Radiologists and dentists are the company's primary customers, but
interventional cardiologists, surgeons, veterinarians, and chiropractors also
use Trex Medical equipment. The company sells its products through dealers and
direct sales.

      Trex Medical has developed a full-field digital mammography system, called
the TDMS(TM) Trex Digital Mammography System. In August 1999, we received a
letter from the United States Food and Drug Administration (FDA) notifying us
that, after considering additional information we had provided in a 510(k)
pre-market notification submission, the agency determined that our full-field
digital mammography system is not substantially equivalent to analog (also
called film screen) mammography. In September 1999, the company received a
letter from the FDA indicating that the FDA believes that a pre-market approval
(PMA) application, followed by significant post-approval screening trials, may
be a more viable option for obtaining market clearance for digital mammography
systems. We are reevaluating our strategy based on new information from the FDA.
For example, the company may incorporate the data that formed the basis of its
510(k) application into a PMA submission. After submission, the company may
implement various design and engineering changes that may require additional
preapproval clinical trials.

Restructuring Actions

      During fiscal 1999, Trex Medical recorded pretax restructuring and related
charges totaling $23.8 million. The majority of these charges, $18.1 million,
were recorded in the third fiscal quarter, which ended July 3, 1999. The charges
consisted of inventory and warranty provisions of $13.9 million and
restructuring costs of $9.9 million. Most of these charges were incurred as a
result of the company's decision to close two of its four domestic manufacturing

--------------------
*  References to fiscal 1999, 1998, and 1997 herein are for the years ended
   October 2, 1999, October 3, 1998, and September 27, 1997, respectively.


                                       2
<PAGE>

facilities after relocating these operations. We ended fiscal 1999 with 20%
fewer personnel than fiscal year-end 1998. Trex Medical is still manufacturing
its complete product line, but, by streamlining our operations, we expect
overhead costs to be significantly reduced. We estimate that we will achieve
operating savings of approximately $9-$10 million in fiscal 2000.

      Trex Medical is a public subsidiary of ThermoTrex Corporation. In May
1999, ThermoTrex announced that its parent company, Thermo Electron Corporation,
had proposed the merger of ThermoTrex and its ThermoLase Corporation subsidiary
into Thermo Electron. The public shareholders of ThermoTrex and of ThermoLase
would receive Thermo Electron common stock in exchange for their ThermoTrex and
ThermoLase shares, and both companies would become private subsidiaries of
Thermo Electron. Trex Medical would remain public and would become a direct
subsidiary of Thermo Electron.

      The proposals are subject to numerous conditions, including establishment
of a price and exchange ratio, confirmation of anticipated tax consequences,
negotiation and execution of definitive merger agreements, approval by both
companies' board of directors (including their independent directors), receipt
of fairness opinions from investment banking firms, and Securities and Exchange
Commission review of filings regarding the proposed transactions.

Stock Ownership

      Trex Medical was incorporated in September 1995 as a subsidiary of
ThermoTrex. On October 2, 1999, ThermoTrex owned 22,879,568 shares of our common
stock. This represented 71% of Trex Medical's outstanding shares on that date.
ThermoTrex is a majority-owned public subsidiary of Thermo Electron. In addition
to the products marketed by Trex Medical, ThermoTrex, through its majority-owned
and wholly owned subsidiaries, offers personal-care products and services and
conducts advanced-technology research in avionics, X-ray detection, signal
processing, and lasers. On October 2, 1999, Thermo Electron owned 2,242,121
shares of Trex Medical's common stock, representing 7% of the company's common
stock. During fiscal 1999, Thermo Electron purchased 2,241,800 shares of the
company's common stock on the open market for $19.7 million. Thermo Electron is
a world leader in many of the markets it serves. Thermo Electron is a leading
provider of analytical and monitoring instruments, used in everything from life
sciences research to food and beverage production, and a recognized leader in
biomedical products including heart-assist devices, respiratory-care equipment,
neurodiagnostics, and mammography systems. In addition, Thermo Electron develops
and operates power plants, offers a range of environmental consulting and
resource management services, is a major producer of paper-recycling equipment,
provides water-clarification and fiber-recovery products and services, and
conducts a broad range of advanced technology R&D.

Forward-Looking Statements

      We make forward-looking statements throughout this document. We typically
use the words, "believe," "anticipate," "plan," "expect," "seek," "estimate,"
and similar expressions to identify forward-looking statements. Unless a passage
describes an historical event, you should consider it to be a forward-looking
statement. As you make decisions about your investments in Trex Medical, we
caution you, in keeping with the "Safe Harbor" provision of the Private
Securities Litigation Reform Act of 1995, that forward-looking statements
regarding the company's future expectations and projections are not guarantees
of future performance. They involve risks, uncertainties, and assumptions, and
many of the factors that will determine the company's future results are beyond
our ability to control or predict. Therefore, our actual results may differ
significantly from those suggested by forward-looking statements. You can find
these risk factors detailed under the heading "Forward-looking Statements"
immediately following the Management's Discussion and Analysis of Financial
Condition and Results of Operations in our Fiscal 1999 Annual Report to
Shareholders, which is incorporated in this document by reference.


                                       3
<PAGE>

(b)   Financial Information About Segments

      Financial information concerning the company's segments is summarized in
Note 10 to Consolidated Financial Statements in the Registrant's Fiscal 1999
Annual Report to Shareholders. This information is incorporated in this document
by reference.

(c)   Description of Business

            (i)   Principal Products and Services

Medical Imaging

Breast Cancer Detection

      Mammography Systems.  Trex Medical offers two high-end systems, the Lorad
M-IV and the Contour 2000, and two mid-tier systems, the Lorad Elite and the
Profile 2000.

      Trex Medical has developed a full-field digital mammography system, called
the TDMS(TM) Trex Digital Mammography System, and a 510(k) application seeking
clearance to market this system was submitted to the FDA in December 1997. In
August 1999, we received a letter from the FDA notifying us that, after
considering additional information we had provided, the agency determined that
our full-field digital mammography system is not substantially equivalent to
analog (also called film screen) mammography. Since we started the clinical
trial that formed the basis of our 510(k) application, the FDA has reassessed
its original guidelines for evaluating this new technology. In September 1999,
Trex Medical and other companies developing full-field digital mammography
systems received a letter from the director of the FDA's Office of Device
Evaluation. In this communication, the agency indicated that it now believes
that a pre-market approval (PMA) application may be the most viable option;
however, the FDA has not mandated this approach. The standard of review under a
PMA is whether a device is safe and effective, and is generally more burdensome
than a 510(k), because it applies to devices considered to be of higher risk.
Due to the inherent limitations of the clinical trials conducted under its
previous guidelines, the FDA was unable to make a substantial equivalence
determination, but the FDA has indicated that it may be able to approve digital
mammography under a PMA application.

      We plan to incorporate design and engineering changes into our system, and
it may be necessary to collect more clinical data. However, the data that formed
the basis for our 510(k) application could be incorporated into a PMA
application, which would then need to be followed up with significant
post-approval clinical studies. We are reevaluating our strategy based on this
latest information from the FDA and may initiate a new clinical trial as we
continue to pursue clearance from the FDA to market a full-field digital
mammography system.

      We believe 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 U.S.
will grow as more countries adopt mammography quality standards similar to those
adopted in the U.S.

      Minimally Invasive Breast-Biopsy Systems. The company offers three
minimally invasive breast-biopsy systems. These systems provide an alternative
to open surgical biopsy, which is generally performed under general anesthesia.
Minimally invasive biopsies are typically done on an out-patient basis under
local anesthesia and are less expensive than open surgery.



                                       4
<PAGE>

      Trex Medical offers two upright systems, which are used in conjunction
with the company's mammography systems. In addition, for physicians that perform
a significant number of biopsies, Trex Medical sells a dedicated, prone biopsy
system called the Lorad MultiCare(TM) Breast Biopsy System (formerly called the
StereoGuide(R)). This system is used with the company's digital "spot"
mammography system, which enables the doctor to position the sampling device at
the site of the suspicious lesion. When performing a biopsy with any Trex
Medical system, the doctor has a choice of tissue-sampling devices, which are
not manufactured by the company.

The company's prone biopsy system is the subject of two lawsuits alleging
infringement of two Fischer Imaging Corporation patents. See "Item 3 - Legal
Proceedings."

      Sales of breast-imaging products accounted for 38%, 45%, and 48% of the
company's total revenue in fiscal 1999, 1998, and 1997, respectively.

General and Specialized Radiology

      General-Purpose X-Ray. Trex Medical addresses the general-purpose X-ray
market through its Trex Heritage Series line of products. Previously, the
company had sold this equipment under the Continental and Bennett brand names.
The Heritage Series includes basic X-ray systems that are generally used in
outpatient facilities as well as more sophisticated and expensive X-ray systems
typically used in hospitals and clinics. For example, the Trex ER system is
designed to meet the heavy-duty demands of a hospital emergency room, while the
Trex General Radiographic System is appropriate for any setting. The Heritage
Series also includes the Trex 2200i digital radiographic/fluoroscopic (R/F)
system, which provides real-time image capture. R/F systems are often used for
diagnostic gastrointestinal procedures to image the progress of a radiopaque
solution (typically barium) as it travels through the digestive tract.

      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 believes digital imaging will have significant application in
the general-purpose and specialized X-ray markets and is developing flat-panel
digital technology for these applications. In general-purpose X-ray
applications, the company believes digital imaging has the potential to produce
better quality images and reduce operating costs by reducing 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. Trex Medical
designs, manufactures, and markets cardiac catheterization laboratories (cath
labs) and positioners for cardiovascular imaging systems. Our 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.
These 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, a
procedure in which a segment of a narrowed coronary artery is stretched by the
inflation of a balloon introduced into the affected artery.

      Our products include the Unicath SP(TM) 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, which are implanted in a blood vessel in
order to keep the restricted vessel open once it has been expanded by balloon
angioplasty.



                                       5
<PAGE>

      To complement its Unicath SP labs, Trex Medical offers
digital-image-processing systems, workstations, and archive alternatives. For
example, the 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. Our TREXnet(TM) digital data-management system integrates
digital X-ray images, blood pressure and other physiological data, doctors'
notes from the procedure, and patient demographic information into a single
database.

      In addition, the company 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.

      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 more recent development
involves the permanent implantation of a stent. The company believes
interventional cardiologists 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
equipment we manufacture.

      Other Products. The company uses its technological and manufacturing
expertise to produce a number of other products, including the lasers used in
ThermoLase's hair-removal process. Sales of these lasers totaled $3.4 million in
1999, $2.9 million in fiscal 1998, and $11.4 million in fiscal 1997. As a result
of the ThermoLase exiting the hair-removal business, the company does not expect
future sales to ThermoLase.

      Sales of general and specialized radiology equipment accounted for 34%,
46%, and 52% of the company's total revenue in fiscal 1999, 1998, and 1997,
respectively.

Dental Imaging

      In April 1998, the company acquired Trophy Radiologie, one of the world's
largest manufacturers of dental X-ray systems. Through this division, the
company designs, manufactures, and markets a variety of conventional and digital
dental X-ray systems. In 1987, Trophy introduced the first digital X-ray system
for dentists. In fiscal 1999, Trophy introduced the RVGui system. The ui stands
for ultimate imaging, and a recent study has demonstrated that the RVGui's solid
state intraoral sensor produces extremely sharp images that rival or exceed film
in all respects. Other benefits include a significant reduction in X-ray
exposure compared to conventional film-based systems and a detailed zoom mode.

      Sales by the Dental Imaging segment accounted for 28% and 9% of the
company's total revenues in fiscal 1999 and 1998, respectively.

Sales, Service, and Distribution

      We sell our products through a worldwide network of more than 100
independent dealers and, to a lesser extent, on a direct basis. Trex Medical
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.

      In addition to manufacturing and marketing its own systems, the company
manufactures systems and system components as an OEM for other medical equipment
companies.


                                       6
<PAGE>


Government Regulation

Trex Medical's products as well as 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, which
are set forth in the Quality System Regulation (QSR) during such inspections.
Enforcement of QSRs has increased significantly in the last several years. If
Trex Medical or any of its facilities was determined to be in noncompliance, and
it was not possible to convince the FDA of the adequacy of its compliance, the
FDA could impose penalties or other remedies, including a recall or temporary
suspension of product shipments or withholding of marketing clearances or
approvals until compliance was achieved. These 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.

      Trex Medical 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 refining and conducting continuing research on the full-field
digital mammography system that it has developed, the enhancement of existing
mammography products, and the introduction of a flat-panel digital detector for
use in its general-purpose and specialized X-ray systems.

      The company has arrangements with ThermoTrex under which the company funds
certain research and development efforts related to digital imaging technology.
In fiscal 1999, 1998, and 1997, the company paid $0.5 million, $2.2 million, and
$2.0 million to ThermoTrex under such arrangements.

      Trex Medical's research and development expenses were $32.4 million in
fiscal 1999 and 1998, and $24.7 million in fiscal 1997.

      (iii)Raw Materials

      The raw materials, components, and supplies we purchase are available from
a number of different suppliers. If necessary, we believe we could develop
alternative sources without a material adverse effect on our results. To date,
we have not experienced any difficulty in obtaining raw materials, components,
or supplies. Certain raw materials and components require significant order lead
time. This may require the company to hold inventory levels in excess of current
operating requirements.


                                       7
<PAGE>

      (iv) Patents, Licenses, and Trademarks

      Trex Medical protects its intellectual property rights and applies for
patent protection when the company believes it is appropriate. The company
currently holds numerous issued U.S. patents expiring at various dates ranging
from 2000 to 2017. The company also has applications pending for additional U.S.
patents and a number of foreign counterparts for its patents and patent
applications in various foreign countries. Although patent protection may
provide the company with competitive advantages with respect to certain systems,
the company believes that technical know-how and trade secrets are more
important to its business than patent protection.

      Competitors 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. Trex Medical is a defendant in two patent infringement lawsuits and
a lawsuit alleging it misappropriated certain other technology owned by a third
party. See information under the heading "Risks Associated With Patent and Other
Litigation" under the caption "Forward-looking Statements" in the Registrant's
Fiscal 1999 Annual Report to Shareholders (these statements are incorporated in
this document by reference), and "Item 3 - Legal Proceedings."

      (v)  Seasonal Influences

      There are no significant seasonal influences on our 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 our working capital.

      (vii)Dependency on a Single Customer

      Sales to Diagnostic Imaging, Inc. accounted for 14% of the company's total
revenues in fiscal 1999.

      (viii)Backlog

      The company's backlog of firm orders at fiscal year-end 1999 and 1998 was:
<TABLE>
<CAPTION>
<S>                                                                                 <C>           <C>

(In thousands)                                                                         1999          1998
------------------------------------------------------------------------------ ------------- -------------

Medical Imaging                                                                     $40,456       $ 55,936
Dental Imaging                                                                        5,174          6,779
                                                                                    -------       --------

                                                                                    $45,630       $ 62,715
                                                                                    =======       ========
</TABLE>

      The backlog decreased primarily due to a decline in orders at the Medical
Imaging segment, as well as ThermoLase's decision to exit the hair-removal
business. As a result of the decline in backlog and based on the volume of
bookings in October and November 1999, the company expects to report lower
comparative sales and operating results in the first quarter of fiscal 2000. The
company believes that this decline in business is due in part to the
consolidation of facilities and a reorganization of its distribution system;
however, there can be no assurance that this trend will not continue.

      Certain of these orders are cancellable by the customer upon payment of a
cancellation charge. We believe that substantially all of the backlog as of
October 2, 1999, will be shipped or completed during fiscal 2000.



                                       8
<PAGE>


      (ix) Government Contracts

      Less than 1% of Trex Medical's total revenues in fiscal 1999 were derived
from contracts or subcontracts with the federal government, which are subject to
renegotiation of profits or termination. We do not have knowledge of threatened
or pending renegotiation or termination of any material government contract or
subcontract.

      (x)  Competition

      The healthcare industry in general, and the market for imaging products in
particular, is highly competitive. The Medical Imaging segment competes with a
number of companies, many of which have substantially greater financial,
marketing, and other resources. In most diagnostic imaging modalities, including
X-ray imaging, the company's competitors include large companies such as GE
Medical Systems, the Philips Medical Systems subsidiary of Philips N.V., Siemens
AG, Toshiba, and Shimadzu Corporation. The company's three minimally invasive
breast-biopsy systems compete with products offered by GE, Fischer Imaging
Corporation, and Philips, and with conventional surgical biopsy procedures.

      The Dental Imaging segment competes outside the U.S. with Planmeca OY,
Sirona Dental Systems, and the Soredex division of Orion Corporation. In the
U.S., the Dental Imaging segment's competitors include Schick Technologies,
Inc., Dexis, the Gendex and New Image divisions of DENTSPLY International, Inc.,
Sygnus Imaging, and the Dent-X subsidiary of AFP Imaging Corporation.

      The company competes primarily on the basis of product features, product
performance, and reputation as well as price and service. Trex Medical 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

      We believe that compliance with federal, state, and local environmental
regulations will not have a material adverse effect on our capital expenditures,
earnings, or competitive position.

      (xiii)Number of Employees

      As of October 2, 1999, Trex Medical employed approximately 1,150 people.

(d)   Financial Information about Geographic Areas

      We summarize financial information about geographic areas in Note 10 to
Consolidated Financial Statements in Trex Medical's Fiscal 1999 Annual Report to
Shareholders, which is incorporated in this document by reference.

(e)   Executive Officers of the Registrant
<TABLE>
<CAPTION>
<S>     <C>                 <C>   <C>

        Name                Age   Present Title (Fiscal Year First Became Executive
                                  Officer)
        ------------------ ------ -----------------------------------------------------

        William J. Webb     57    President and Chief Executive Officer (1999)
        Ira S. Miller       54    Senior Vice President, Sales and Marketing (1999)
        Gerald R. Roda      56    Senior Vice President, Finance (1999)
        Theo                40    Chief Financial Officer (1999)
        Melas-Kyriazi
        Paul F. Kelleher    57    Chief Accounting Officer (1995)

</TABLE>



                                       9
<PAGE>
     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. Mr. Webb has been president and chief executive officer of the company
since January 1999. Prior to joining Trex Medical, Mr. Webb was employed by
Picker International, Inc. for 16 years. In his last position with that company,
he served as an executive vice president and was responsible for global sales
and service for that company's diagnostic imaging product line for eight years.
Mr. Miller has been senior vice president, marketing and sales, of the company
since March 1999. Prior to joining Trex Medical, Mr. Miller was employed by
Picker International, Inc. for seven years. In his last position, he served as
vice president, multi-hospital systems business group, for three years. Mr. Roda
has been senior vice president, finance, of the company since March 1999. Prior
to joining Trex Medical, Mr. Roda was employed by Picker International, Inc. for
14 years, where he served as Group Controller, Sales and Service since 1994. Mr.
Melas-Kyriazi was appointed Chief Financial Officer of the company and Thermo
Electron on January 1, 1999. He joined Thermo Electron in 1986 as Assistant
Treasurer, and became Treasurer in 1988. He was named President and Chief
Executive Officer of ThermoSpectra Corporation, a public subsidiary of Thermo
Instrument Systems Inc., in 1994, a position he held until becoming Vice
President of Corporate Strategy for Thermo Electron in 1998. Mr. Kelleher has
held comparable positions for at least five years with Trex Medical or Thermo
Electron. Mr. Melas-Kyriazi and Mr. Kelleher are full-time employees of Thermo
Electron, but they devote as much time to the affairs of the company as is
reasonably required. Mr. Melas-Kyriazi remains a Vice President of Thermo
Electron.

Item 2.  Properties

      The location and general character of the company's principal properties
by business segment as of October 2, 1999, are:

Medical Imaging

      The Medical Imaging segment owns a 62,500-square-foot office and
manufacturing facility in Danbury, Connecticut, and leases a 120,000-square-foot
office and manufacturing facility in Copiague, New York, under a lease expiring
in fiscal 2005; a 156,000-square-foot office and manufacturing facility in
Littleton, Massachusetts, under a lease expiring in fiscal 2012; and a
60,000-square-foot office and manufacturing facility in Danbury, Connecticut,
under a lease expiring in fiscal 2007.

Dental Imaging

      The Dental Imaging segment owns two office and manufacturing facilities: a
12,900-square-foot office and manufacturing facility in Bolu, Turkey, and a
7,500-square-foot office and manufacturing facility in Jakarta, Indonesia. This
segment leases a 120,000-square-foot office, manufacturing, and lab facility
near Paris, France, under a lease expiring in fiscal 2002 and a
10,750-square-foot office and manufacturing facility in Saint Eitenne, France,
under a lease expiring in fiscal 2005. This segment also leases facilities in
Germany, the United Kingdom, Italy, Spain, Japan, and Belgium.

      We believe these facilities are in good condition and are suitable to meet
our current needs.

Item 3.  Legal Proceedings

      On April 2, 1992, Fischer Imaging Corporation filed a lawsuit in the
United States District Court, District of Colorado, against Trex Medical's Lorad
division, alleging that Lorad's prone breast-biopsy system infringes a Fischer
patent on a precision mammographic needle-biopsy system. As of October 2, 1999,
Trex Medical had recorded revenues of approximately $157.5 million from the sale
of these systems; $34.4 million of the total was from sales that were recorded
before October 16, 1995, which is the date that Lorad was transferred from
ThermoTrex to Trex Medical. On April 7, 1998, Fischer filed a second lawsuit in
the United States District Court, District of Colorado, against Trex Medical's
Lorad division, alleging that Lorad's manufacture of breast-imaging equipment
and breast-biopsy system infringes on a second Fischer patent which was issued
April 7, 1998. These two lawsuits have been consolidated into a single lawsuit.


                                       10
<PAGE>

      Fischer is seeking 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. If a license were required, there is no
assurance that the company will be able to obtain one on commercially reasonable
terms, or on any terms. In addition, the company may be subject to damages for
past infringement.

      When Trex Medical was incorporated, ThermoTrex agreed to indemnify Trex
Medical for any and all cash damages related to sales of the prone breast-biopsy
system prior to October 16, 1995, the date that Lorad was transferred to Trex
Medical. As of October 2, 1999, Trex Medical had approximately $1.1 million
accrued for costs associated with this litigation. Any indemnification payment
that Trex Medical would receive from ThermoTrex would be treated as a
contribution to shareholders' investment.

      Trophy Radiologie is party to a lawsuit filed March 21, 1996, in the
United States District Court for the Eastern District of New York against Schick
Technologies, Inc., alleging infringement of a Trophy patent relating to dental
X-ray apparatus. Schick has filed a counterclaim against Trophy alleging
infringement of a Schick patent that also relates to dental X-ray apparatus.
Each of the parties is seeking a declaration that the opposing party's patent is
invalid, a permanent injunction, treble damages, and attorneys' fees and
expenses.

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

      Not applicable.


                                       11
<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 1999 Annual Report to Shareholders and is incorporated in
this document 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 1999 Annual Report to Shareholders and is incorporated in
this document 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 1999 Annual Report to Shareholders and is
incorporated in this document by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

      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 1999 Annual Report to Shareholders and is
incorporated in this document 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 1999 Annual Report to Shareholders and
are incorporated in this document by reference.

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

      Not applicable.



                                       12
<PAGE>

                                                 PART III

Item 10. Directors and Executive Officers of the Registrant

      The information concerning directors required under this item is
incorporated in this document 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 in this document
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 in this document
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 in this document
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.



                                       13
<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 Operations
      Consolidated Balance Sheet
      Consolidated Statement of Cash Flows
      Consolidated Statement of Comprehensive Income and 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.

                                       14
<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 9, 1999                TREX MEDICAL CORPORATION

                                       By: /s/ William J. Webb
                                           William J. Webb
                                           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 9, 1999.

Signature                                          Title

By:  /s/ William J. Webb                           President, Chief Executive
     William J. Webb                               Officer, and Director


By:  /s/ Theo Melas-Kyriazi                        Chief Financial Officer
     Theo Melas-Kyriazi

By:  /s/ Paul F. Kelleher                          Chief Accounting Officer
     Paul F. Kelleher

By:  /s/ John T. Keiser                            Chairman of the Board and
     John T. Keiser                                Director


By:  /s/ Dr. Elias P. Gyftopoulos                  Director
     Dr. Elias P. Gyftopoulos

By:  /s/ Hal Kirshner                              Director
     Hal Kirshner

By:  /s/ Dr. James W. May, Jr.                     Director
     Dr. James W. May, Jr.

By:  /s/ Hutham S. Olayan                          Director
     Hutham S. Olayan

By:  /s/ Firooz Rufeh                              Director
     Firooz Rufeh




                                       15
<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 8, 1999. 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 14 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 8, 1999



                                       16
<PAGE>

SCHEDULE II

                                          TREX MEDICAL CORPORATION

                                    Valuation and Qualifying Accounts
                                              (In thousands)

<TABLE>
<CAPTION>
<S>                                     <C>           <C>             <C>          <C>            <C>

Description                             Balance at     Provision      Accounts     Other (a)      Balance
                                         Beginning    Charged to       Written                     at End
                                           of Year       Expense           Off                    of Year
------------------------------------- ------------- ------------- ------------- ------------- ------------

Allowance for Doubtful Accounts

Year Ended October 2, 1999                 $ 2,667       $ 2,220       $  (874)      $  (475)      $ 3,538

Year Ended October 3, 1998                 $ 1,298       $   697       $  (542)      $ 1,214       $ 2,667

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


Description                             Balance at   Established     Activity       Currency      Balance
                                         Beginning    as Cost of   Charged to    Translation       at End
                                           of Year  Acquisitions      Reserve                     of Year
------------------------------------- ------------- ------------- ------------- ------------- ------------

Accrued Acquisition Expenses (b)

Year Ended October 2, 1999                 $ 1,293       $ 1,724       $  (948)      $  (235)      $ 1,834

Year Ended October 3, 1998                 $   289       $ 1,635       $  (718)      $    87       $ 1,293

Year Ended September 27, 1997              $   579       $     -       $  (290)      $     -       $   289


Description                             Balance at     Provision          Cash                    Balance
                                         Beginning    Charged to      Payments      Currency       at End
                                           of Year   Expense (d)                 Translation      of Year
------------------------------------- ------------- ------------- ------------- ------------- ------------

Accrued Restructuring Costs (c)

Year Ended October 2, 1999                 $     -       $ 7,555       $(3,831)      $   (22)      $ 3,702

(a) Includes allowances of businesses acquired during the year as described in
    Note 2 to Consolidated Financial Statements in the Registrant's Fiscal 1999
    Annual Report to Shareholders and the effect of foreign currency
    translation.
(b) The nature of activity in this account is described in Note 2 to
    Consolidated Financial Statements in the Registrant's Fiscal 1999 Annual
    Report to Shareholders.
(c) The nature of activity in this account is described in Note 9 to
    Consolidated Financial Statements in the Registrant's Fiscal 1999 Annual
    Report to Shareholders.
(d) Excludes inventory and warranty provisions of $13.9 million and an asset
    write-down of $2.0 million.

</TABLE>


                                       17
<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 Corporation (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 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 (filed as 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] and incorporated herein by
               reference).

10.3           Amended and Restated Master Guarantee Reimbursement and Loan
               Agreement dated as of December 12, 1997, between ThermoTrex and
               the Registrant (filed as Exhibit 10.2 to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended January 3,
               1998 [File No. 1-11827] and incorporated herein by reference).

10.4           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).

10.5           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).

10.6           Distributorship Agreement between ThermoTrex and U.S. Surgical
               Corporation dated as of 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).

10.7           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).

10.8           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).

10.9           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).



                                       18
<PAGE>

Exhibit
Number         Description of Exhibit

10.10          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).

10.11          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).

10.12          Amended and Restated Stock Holding Assistance Plan and Form of
               Promissory Note (filed as Exhibit 10.18 to the Registrant's
               Annual Report on Form 10-K for the fiscal year ended September
               27, 1997 [File No. 1-11827] and incorporated herein by
               reference).

10.13          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).

10.14          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).

10.15          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 [File No. 1-11827] and incorporated herein by
               reference).

10.16          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).

*10.17         Amendment to Distributorship Agreement, dated March 26, 1998,
               amending Distributorship Agreement dated October 20, 1995,
               between the Registrant and U.S. Surgical Corporation (filed as
               Exhibit 10.22 to the Registrant's Annual Report on Form 10-K for
               the fiscal year ended October 3, 1998, and incorporated herein by
               reference).

*10.18         Amended Agreement, dated July 2, 1998, amending Distributorship
               Agreement dated October 20, 1995, between the Registrant and U.S.
               Surgical Corporation (filed as Exhibit 10.24 to the Registrant's
               Annual Report on Form 10-K for the fiscal year ended October 3,
               1998, and incorporated herein by reference).

*10.19         Letter Agreement, dated August 20, 1998, amending Distributorship
               Agreement dated October 20, 1995, between the Registrant and U.S.
               Surgical Corporation (filed as Exhibit 10.25 to the Registrant's
               Annual Report on Form 10-K for the fiscal year ended October 3,
               1998, and incorporated herein by reference).

*10.20         Letter dated January 4, 1999, by and between the Registrant and
               United States Surgical Corporation, division of Tyco Ltd. (filed
               as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
               for the quarter ended January 2, 1999 [File No. 1-11827] and
               incorporated herein by reference).


                                       19
<PAGE>

Exhibit
Number         Description of Exhibit

10.21          Agreement by and between the Registrant and William J. Webb dated
               as of January 4, 1999 (filed as Exhibit 10.2 to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended January 2,
               1999 [File No. 1-11827] and incorporated herein by reference).

10.22          Agreement by and between the Registrant and Hal Kirshner dated
               as of February 2, 1999 (filed as Exhibit 10.3 to the
               Registrant's Quarterly Report on Form 10-Q for the quarter
               ended January 2, 1999 [File No. 1-11827] and incorporated herein
               by reference).

10.23          Master Cash Management, Guarantee Reimbursement and Loan
               Agreement dated as of June 1, 1999, between the Registrant and
               Thermo Electron Corporation (filed as Exhibit 10.1 to the
               Registrant's Quarterly Report on Form 10-Q for the quarter ended
               July 3, 1999 [File No. 1-11827] and incorporated herein by
               reference).

10.24          Amended and Restated Equity Incentive Plan of the Registrant
               (filed as Exhibit 10.2 to the Registrant's Quarterly Report on
               Form 10-Q for the quarter ended July 3, 1999 [File No. 1-11827]
               and incorporated herein by reference). (Maximum number of shares
               issuable in the aggregate under this plan is 2,200,000 shares,
               after adjustment to reflect a share increase approval in 1999.)

10.25          Amended and Restated Deferred Compensation Plan for Directors of
               the Registrant (filed as Exhibit 10.3 to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended July
               3, 1999 [File No. 1-11827] and incorporated herein by reference).

10.26          Amended and Restated Directors Stock Option Plan of the
               Registrant (filed as Exhibit 10.4 to the Registrant's Quarterly
               Report on Form 10-Q for the quarter ended July 3, 1999
               [File No. 1-11827] 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.
               The terms of such plans are substantially the same as those of
               the Registrant's Equity Incentive Plan.

*10.27         Purchase Agreement dated as of May 14, 1999, among the
               Registrant, United States Surgical Corporation, and Tyco
               Healthcare Group, LP (filed as Exhibit 10.5 to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended July 3, 1999
               [File No. 1-11827] and incorporated herein by reference).

  13           Annual Report to Shareholders for the fiscal year ended October
               2, 1999 (only those portions incorporated herein by reference).

  21           Subsidiaries of the Registrant.

  23           Consent of Arthur Andersen LLP.

  27           Financial Data Schedule.


*  Confidential treatment as to certain portions are omitted and filed
   separately with the Securities and Exchange Commission.