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 3, 1998

[   ]   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               (I.R.S. Employer Identification No.)
of incorporation or organization)          

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 30, 1998, was approximately $135,027,000.

As of October 30, 1998, the Registrant had 34,134,342 shares of Common Stock
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended October 3, 1998, 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 11, 1999, are incorporated by reference 
into Part III.

<PAGE>


                                                  PART I
                                                    
Introduction

      You may notice some changes in this year's Form 10-K, compared to past
years. The Securities and Exchange Commission is encouraging companies to write
financial documents in plain English. We have re-written our entire Form 10-K in
plain English. Our goal is to discuss our company in language that is more
easily understood.

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. Trex Medical is
the world's largest manufacturer of mammography systems and minimally invasive
digital breast-biopsy systems, and through an acquisition in fiscal 1998, is now
the world's largest manufacturer of digital dental X-ray systems.

      In September 1995, Trex Medical was incorporated as a subsidiary of
ThermoTrex Corporation. In July 1996, the company completed its initial public
offering. In July 1996, the Company sold 2,875,000 shares of its common stock in
an initial public offering and 871,832 shares of its common stock in a
concurrent rights offering at $14.00 per share, for net proceeds of $49.1
million. In December 1996, Trex Medical sold 300,000 shares of its common stock
at $14.50 per share, for net proceeds of $4.2 million. In February 1998, the
Company sold 5,175,000 shares of its common stock in a public offering at $13.75
per share for net proceeds of $66.9 million. The company's headquarters are in
Danbury, Connecticut, but it has operations in several states and in
international locations.

      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. Because the image is digital, the physician can magnify an area of
interest and can adjust the contrast at a computer workstation in order to
reveal more detail. In addition, the image can be transmitted electronically if
a second opinion is needed.

       The company has expanded its product line through acquisitions, and now
consists of five operating units: Lorad, Bennett, XRE, Continental, and Trophy
Radiologie. Radiologists and dentists are the primary customers, but
interventional cardiologists, surgeons, veterinarians, and chiropractors also
use Trex Medical equipment. The company sells its products through dealers and
direct sales. In addition, we serve as the original equipment manufacturer (OEM)
for a few products sold by other companies.

      Through our Lorad division, we manufacture and market mammography systems
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 breast-biopsy system, and X-ray units used by chiropractors and
veterinarians. XRE manufactures and markets 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
October 1997, XRE acquired substantially all of the assets of Digitec
Corporation for $7.2 million in cash, subject to certain liabilities. Digitec is
a manufacturer of physiological-monitoring equipment and digital-image archiving
and networking systems used in cardiac catherization procedures. Continental
manufactures and markets a broad line of high-end general-purpose X-ray systems,
as well as specialized units including radiographic/fluoroscopic (R/F) systems
used to diagnose gastrointestinal disorders and other problems. In addition,
Continental manufactures electrophysiology products that aid doctors in
diagnosing and treating cardiac arrhythmia. Trophy Radiologie was acquired in
April 1998 for $24.0 million in cash, the repayment of $8.7 million of debt, and
additional consideration that will not exceed $8.0 million if Trophy exceeds
certain earnings targets through fiscal 1999. Trophy is a French


                                       2
<PAGE>

manufacturer of dental and medical X-ray systems, specializing in digital dental
technology. Its medical X-ray systems have not been cleared by the United States
Food and Drug Administration (FDA) for sale in the United States and are only
sold outside the United States.

Products Needing FDA Clearance

      We have developed a full-field digital mammography system, which we
believe may provide better images than conventional mammography of dense breast
tissue, often found in younger women. A 510(k) application to market this system
was submitted to the FDA in December 1997. In December 1998, Trex Medical
received a letter from the FDA notifying the company that based on the data
provided, the FDA was unable to determine substantial equivalence with analog,
or "film screen," mammography. As a result, the FDA considers the company's
510(k) application seeking clearance to market a full-field digital mammography
system to be withdrawn. In its letter, the FDA outlines additional data analysis
that will be required for clearance. The company intends to work closely with
the FDA to provide the information requested and plans to meet with the FDA in
early 1999 in an effort to move the review process forward. The company's
high-end mammography systems are designed to be upgraded to incorporate this
digital technology, if it becomes available.

Stock Ownership

      On October 3, 1998, our parent company, ThermoTrex Corporation, owned
22,879,568 shares of our common stock. This represented 67% of Trex Medical's
outstanding shares on that date. ThermoTrex is a majority-owned public
subsidiary of Thermo Electron Corporation. In addition to the products marketed
by Trex Medical, ThermoTrex, through its majority-owned and wholly owned
subsidiaries, supplies laser-based hair-removal services and personal-care
products. ThermoTrex also conducts advanced-technology research in
communications, avionics, X-ray detection, signal processing, and lasers. On
October 3, 1998, Thermo Electron owned 321 shares of Trex Medical's common
stock. Thermo Electron is a world leader in monitoring, analytical, and
biomedical instrumentation; biomedical products including heart-assist devices,
respiratory-care equipment, and mammography systems; and paper recycling and
papermaking equipment. Thermo Electron also develops alternative-energy systems
and clean fuels, provides a range of services including industrial outsourcing
and environmental-liability management, and conducts research and development in
advanced imaging, laser communications, and electronic information-management
technologies.

      ThermoTrex intends to maintain at least 50% ownership of Trex Medical for
the foreseeable future. This may require ThermoTrex to purchase additional
shares of Trex Medical common stock from time to time if the number of
outstanding shares issued by Trex Medical increases. ThermoTrex may purchase
these shares either on the open market or directly from Trex Medical. See Notes
4 and 6 to the Consolidated Financial Statements in our Fiscal 1998* Annual
Report to Shareholders for a description of outstanding stock options and a
convertible note.

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

----------------------
*  Reference to fiscal 1998, 1997, and 1996 herein are for the years ended
   October 3, 1998, September 27, 1997, and September 28, 1996, respectively.

                                       3
<PAGE>

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 1998 Annual Report to Shareholders, which is
incorporated in this document by reference.

(b)   Financial Information About Industry Segments

      Trex Medical conducts its business in one industry segment.

(c)   Description of Business

      (i)    Principal Services and Products

Breast Cancer Detection

      Mammography Systems. Through its Lorad and Bennett subsidiaries, the
company designs, manufactures, and markets mammography systems. Trex Medical
offers two high-end systems, the Lorad M-IV and the Bennett Contour 2000; two
mid-tier systems, the Lorad Elite and the Bennett Profile 2000; and two mobile
mammography systems, the Lorad T-350 and the Bennett MF-150.

      We have developed a full-field digital mammography system, which we
believe may provide better screening than conventional mammography of dense
breast tissue, often found in younger women. This system is called the TDMS(TM)
Trex Digital Mammography System, and a 510(k) application to market this system
was submitted to the FDA in December 1997. In December 1998, the company
received a letter from the FDA notifying the company that based on the data
provided, the FDA was unable to determine substantial equivalence with analog,
or "film screen," mammography. As a result, the FDA considers Trex Medical's
510(k) application seeking clearance to market a full-field digital mammography
system to be withdrawn. As discussed above, the company intends to work closely
with the FDA to reach a resolution on this matter. The company's high-end
conventional mammography systems are designed to be upgraded to incorporate this
digital technology, if it becomes available.

      In October 1998, the TDMS received the CE Marking, which indicates that
this system meets the safety requirements for marketing in all European Union
countries.

      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. Sales of mammography systems accounted for 25%, 25%, and 31%
of the company's total revenue in fiscal 1998, 1997, and 1996, respectively.

      Minimally Invasive Breast-biopsy Systems. Through its Lorad and Bennett
subsidiaries, 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. Sales of breast-biopsy systems accounted for 19%, 22%, and 27% of
the company's total revenue in fiscal 1998, 1997, and 1996, respectively.

      Trex Medical offers two upright systems, which are used in conjunction
with the company's mammography systems. For physicians that perform a
significant number of biopsies, Trex Medical sells a dedicated, prone biopsy
system called the Trex Universal Breast Biopsy System (formerly called the
StereoGuide(R)). This system includes a

                                       4
<PAGE>

digital "spot" mammography system that 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.

      Under an agreement with United States Surgical Corporation (U.S.
Surgical), the company has distributed the USS-Trex and the USS-Trex Universal
breast biopsy systems. Lorad served as the OEM for this equipment, manufacturing
all of the components (a digital guidance system and a specialized table), with
the exception of the device that excises the tissue. (Formerly, U.S. Surgical
marketed the modified system it bought from Lorad as the ABBI(TM) system.)
During 1998, U.S. Surgical was acquired by Tyco International, Ltd. As a result
of this acquisition, Trex Medical does not expect there will be any future sales
to U.S. Surgical. See "Dependency on a Single Customer."

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

General-purpose X-ray

      Trex Medical addresses the general-purpose X-ray market primarily through
its Bennett, Continental, and Trophy divisions. Bennett designs, manufactures,
and markets basic X-ray systems generally used in medical outpatient facilities.
Bennett has focused on this segment of the market by providing low-cost,
reliable systems. Continental (and, increasingly, 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. We believe that for a number of applications our linear tomography
systems may be a cost-effective alternative to computed tomography (CT) systems.
Trophy's medical X-ray systems have not been cleared by the FDA for sale in the
U.S. and are only sold outside the U.S. Bennett also 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. Trex Medical recently expanded its international sales
efforts. Sales of general-purpose X-ray systems accounted for 22%, 23%, and 22%
of the company's total revenue in fiscal 1998, 1997, and 1996, respectively.

      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

      XRE designs, manufactures, and markets cardiac catheterization
laboratories 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. 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, a
procedure in which a segment of a narrowed coronary artery is stretched by the
inflation of a balloon introduced into the affected artery. Sales of cardiac
cath labs and angiography equipment accounted for 16%, 14%, and 6% of the
company's total revenue in fiscal 1998, 1997, and 1996, respectively.

                                       5
<PAGE>

      XRE's products include the Unicath SP(TM), its newest cardio vascular
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.

      To complement its Unicath SP labs, XRE offers a line of digital-image-
processing systems, workstations, and archive alternatives. For example, XRE's
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 fiscal 1998, XRE introduced TREXnet(TM), a digital
data-management system that 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's Continental division 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.

Radiographic/Fluoroscopic Systems

      Through its Continental and Trophy divisions, 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.

      Outside the U.S., Trophy sells an R/F system called the Evolution HV
remote control table. This product has not been cleared by the FDA for sale in
the U.S. The system is remotely controlled, which means that the operator can
stand some feet away, thereby significantly reducing the operator's X-ray
exposure.

Dental X-ray Systems

      In April 1998, the company acquired Paris-based Trophy Radiologie, the
world's largest manufacturer of digital 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. The current-generation product line
includes the RVG(TM) digital X-ray system, which uses 90 percent less radiation
than conventional dental X-rays and eliminates the need for film and the
chemicals required to develop it. The RVG can be upgraded to incorporate the
latest software, such as the Logicon(TM) Caries Detector, which was approved by
the FDA in October 1998. This software assists dentists in analyzing and
diagnosing difficult-to-see lesions by graphically displaying changes in tooth
density as well as lesion probability. Trophy has entered into a letter of
intent to be the exclusive worldwide distributor of this software, which is
designed to detect decay, or "caries," particularly

                                       6
<PAGE>

between teeth.  This distributorship arrangement remains subject to the 
negotiation of a mutually acceptable definitive agreement.

      In addition, Trophy also offers an intra-oral camera used to help dentists
communicate with their patients and a panoramic system, which allows the dentist
to image the patient's entire jaw.

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's hair-removal
process. ThermoLase is a publicly traded, majority-owned subsidiary of
ThermoTrex. Sales of these lasers totaled $2.9 million in fiscal 1998, $11.4
million in fiscal 1997, and $8.5 million in fiscal 1996.

Sales 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. 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 the GE Medical Systems division of General Electric Company
(GE). During 1998, U.S. Surgical, a former significant OEM customer, was
acquired by Tyco International, Ltd. As a result of this acquisition, Trex
Medical does not expect there will be any future sales to U.S. Surgical. See
"Dependency on a Single Customer."

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 QSR regulations 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 assert penalties or remedies, including a recall
or temporary suspension of product shipments until compliance was achieved.
These penalties or remedies could have a material adverse effect on the
company's business and results of operations.


                                       7
<PAGE>

      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.

      Until the end of fiscal 1998, the company was supporting the development
of a mammography system 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, the company elected 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,
so the company's license was extended to cover such fields. As of October 3,
1998, the company had completed its funding obligation of $6.0 million under the
agreement. As a result of a reevaluation of limited resources, the company has
elected to discontinue funding of this development.

      Trex Medical's research and development expenses were $32.4 million in
fiscal 1998, $24.7 million in fiscal 1997, and $18.9 million in fiscal 1996.

      (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.

      (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 2003 to 2014. The company also has more than 10 applications pending for
additional U.S. patents and a number of foreign counterparts for its patents 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 1998 Annual Report to Shareholders (which statements are incorporated in
this document by reference), and "Item 3 - Legal Proceedings."


                                       8
<PAGE>

      (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

      Revenues from OEM sales of a modified design of the company's stereotactic
prone breast-biopsy system to U.S. Surgical accounted for 14% of the company's
total revenues in fiscal 1998. During 1998, U.S. Surgical was acquired by Tyco
International, Ltd. As a result of this acquisition, Trex Medical does not
expect that there will be any future OEM sales to U.S. Surgical.

      (viii) Backlog

      Our backlog of firm orders was $62.7 million at October 3, 1998, compared
with $54.3 million at September 27, 1997. We anticipate that substantially all
of our fiscal 1998 backlog will be shipped during fiscal 1999.

      (ix)   Government Contracts

      Less than 1% of Trex Medical's total revenues in fiscal 1998 were derived
from contracts or subcontracts with the federal government, that are subject to
renegotiation of profits or termination. The company does 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. In the medical imaging field, Trex Medical
competes with a number of companies, many of which have substantially greater
financial, marketing, and other resources. The company's competitors include
large companies such as GE Medical Systems, the Philips Medical Systems
subsidiary of Philips N.V., Siemens AG, Toshiba, Shimadzu Corporation, and
Picker International, Inc., which compete in most diagnostic imaging modalities,
including X-ray imaging. Outside the U.S., in the dental imaging field, the
company's competitors include Planmeca OY, Sirona Dental Systems, and the
Soredex division of Orion Corporation. In the U.S., in the dental imaging field,
the company'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. In addition, a significant portion
of the company's sales are 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 three minimally invasive
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. 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.

                                       9
<PAGE>


      (xiii) Number of Employees

      As of October 3, 1998, Trex Medical employed 336 people.

(d)   Financial Information about Exports by Domestic Operations

      We summarize financial information about exports by domestic operations in
Note 9 to Consolidated Financial Statements in Trex Medical's Fiscal 1998 Annual
Report to Shareholders, which is incorporated in this document by reference.

(e)   Executive Officers of the Registrant
<TABLE>
<CAPTION>
<S>                              <C>      <C>   
      Name                         Age    Present Title (Fiscal Year First Became Executive
                                          Officer)
      ---------------------------- ------ -----------------------------------------------------

      Gary S. Weinstein            41     Interim Co-Chief Executive Officer (1998)
      John T. Keiser               62     Interim Co-Chief Executive Officer (1998)
      John N. Hatsopoulos*         64     Chief Financial Officer and Senior Vice President
                                             (1995)
      John M. Brenna               52     Vice President (1997)
      Paul F. Kelleher             56     Chief Accounting Officer (1995)
      --------------------
      * John N. Hatsopoulos will retire as chief financial officer and senior
        vice president effective December 31, 1998. Theo Melas-Kyriazi has been
        appointed to succeed Mr. Hatsopoulos chief financial officer.
</TABLE>

     Each  executive  officer  serves  until his or her  successor  is chosen or
appointed by the board of directors and qualified, or until earlier resignation,
death, or removal. Mr. Hatsopoulos and Mr. Kelleher have held comparable
positions for at least five years with Trex Medical or Thermo Electron. Mr.
Weinstein has been chief executive officer of ThermoTrex since February 1996.
For at least five years prior to joining the company, Mr. Weinstein held various
positions at Lehman Brothers, an investment banking firm, including heading its
global syndicate and equity capital market group from March 1995 until joining
the company. Mr. Keiser has served as chief operating officer for biomedical and
new technologies at Thermo Electron since September 1998. Mr. Keiser also serves
as president of Thermedics Inc., a majority-owned subsidiary of Thermo Electron,
a position he has held since March 1998 and was named chief executive officer of
Thermedics Inc. in December 1998. He served as a senior vice president of
Thermedics Inc. from 1994 to 1998. From 1985 until 1994, Mr. Keiser was
president of the Eberline Instrument division of Thermo Instrument Systems Inc.,
a majority-owned public subsidiary of Thermo Electron. Mr. Brenna has been a
vice president since joining the company in March 1996. Prior to joining Trex
Medical, Mr. Brenna was director of marketing, North America, for Philips
Medical Systems, a position he held for seven years. Mr. Hatsopoulos, Mr.
Kelleher, and Mr. Keiser are full-time employees of Thermo Electron, and Mr.
Weinstein is a full-time employee of ThermoTrex, but they devote as much time to
the affairs of the company as is reasonably required. Mr. Melas-Kyriazi 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. In 1997, he became
vice president of corporate strategy for Thermo Electron. Mr. Melas-Kyriazi will
remain a full-time employee of Thermo Electron, and, when he succeeds Mr.
Hatsopoulos as chief financial officer, will also devote such time to the
affairs of the company as the company's needs reasonably require.

Item 2.  Properties

      Trex Medical owns four office and manufacturing facilities: a
62,500-square-foot facility in Danbury, Connecticut; a 145,000-square-foot
facility in Broadview, Illinois; a 129,000-square-foot facility in Bolu, Turkey;
and a 7,500-square-foot facility in Jakarta, Indonesia. 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; a
60,000-square-foot office and manufacturing

                                       10
<PAGE>

facility in Danbury, Connecticut, under a lease expiring in 2007; a
120,000-square-foot office, manufacturing, and lab facility in Paris, France,
under a lease expiring in 2002; and a 10,750-square-foot office and
manufacturing facility in Saint Eitenne, France, under a lease expiring in 2007.
The company also leases facilities in Italy, Germany, Japan, Belgium, Spain, and
the United Kingdom.

      We believe these facilities are in good condition and are suitable and
adequate 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 3, 1998,
Trex Medical had recorded revenues of approximately $145.7 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.

      Fisher 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 3, 1998, Trex Medical had accrued approximately $1.1
million 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.

      Our newly acquired division 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 1998 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 1998 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 caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's Fiscal 1998 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 caption
"Market Risk" in the Registrant's Fiscal 1998 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 1998 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 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.

                                       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 23, 1998                        TREX MEDICAL CORPORATION

                                           By:  /s/ Gary S. Weinstein
                                                Gary S. Weinstein
                                                Interim Co-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 23, 1998.

Signature                                  Title

By:  /s/ Gary S. Weinstein                 Interim Co-Chief Executive Officer, 
     Gary S. Weinstein                     Chairman of the Board, and Director

By:  /s/ John T. Keiser                    Interim Co-Chief Executive Officer 
     John T. Keiser                        andDirector

By:  /s/ John N. Hatsopoulos               Chief Financial Officer and Senior 
     John N. Hatsopoulos                   Vice President  

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

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

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 December 21, 1998. 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
December 21, 1998


                                       16
<PAGE>
<TABLE>
<CAPTION>

SCHEDULE II

                            TREX MEDICAL CORPORATION

                        Valuation and Qualifying Accounts
                                 (In thousands)
<S>                                         <C>         <C>             <C>          <C>            <C>    

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

Allowance for Doubtful Accounts

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

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

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

(a) Includes allowances of businesses acquired during the year as described in
    Note 2 to Consolidated Financial Statements in the Registrant's Fiscal 1998
    Annual Report to Shareholders and the effect of foreign currency
    translation.


Description                                 Balance at   Established     Activity     Other (c)      Balance
                                             Beginning       as Cost      Charged                    at End
                                                    of            of          to                    of Year
                                                  Year  Acquisitions      Reserve
------------------------------------------- ----------- ------------- ------------ ------------ ------------

Accrued Acquisition Expenses (b)

Year Ended October 3, 1998                       $2,506      $ 2,335      $(1,853)      $  174       $3,162

Year Ended September 27, 1997                    $3,317      $     -      $  (811)      $    -       $2,506

Year Ended September 28, 1996                    $3,452      $ 1,159      $(1,294)      $    -       $3,317

(b) The nature of activity in this account is described in Note 2 to
    consolidated Financial Statements in the Registrant's Fiscal 1998 Annual
    Report to Shareholders.
(c)  Includes the effect of foreign currency translation
</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       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 (filed as Exhibit 10.4 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).

10.5       Amended and Restated Master Guarantee Reimbursement and Loan
           Agreement dated as of December 12, 1997, between Thermo Electron and
           the Registrant (filed as Exhibit 10.1 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).

10.6       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).

10.7       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       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).


                                       18
<PAGE>

Exhibit
Number     Description of Exhibit

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).

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. The terms of such plans are
           substantially the same as those of the Registrant's Equity Incentive
           Plan.

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 (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).

1019       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).

                                       19
<PAGE>


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
           [File No. 1-11827] 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).

*10.23     Amendment to Distributorship Agreement, dated March 26, 1998,
           amending Distributorship Agreement dated October 20, 1995,
           between the Registrant and U.S. Surgical Corporation.

*10.24     Amended Agreement, dated July 2, 1998, amending Distributorship
           Agreement dated October 20, 1995, between the Registrant and
           U.S. Surgical Corporation.

*10.25     Letter Agreement, dated August 20, 1998, amending
           Distributorship Agreement dated October 20, 1995, between the
           Registrant and U.S. Surgical Corporation.

 13        Annual Report to Shareholders for the fiscal year ended October 3,
           1998 (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.