SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                  __________________________________________  

                         AMENDMENT NO. 1 ON FORM 10-K/A
                                  TO FORM 10-K
        (mark one)
         X   Annual Report  Pursuant  to  Section  13  or  15(d)  of  the
        Securities Exchange  Act  of  1934  for  the  fiscal  year  ended
        September 28, 1996

        ___  Transition Report Pursuant  to Section  13 or  15(d) of  the
        Securities Exchange Act of 1934

        Commission file number 1-11827

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

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

        36 Apple Ridge Road
        Danbury, Connecticut                                        06810
        (Address of principal executive offices)               (Zip Code)

        Registrant's telephone number, including area code:
        (203) 790-1188

        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. [    ]
PAGE
<PAGE>





        The  aggregate  market  value  of   the  voting  stock  held   by
        nonaffiliates of  the Registrant  as of  November 22,  1996,  was
        approximately $91,459,000.

        As of November 22, 1996, the Registrant had 28,592,630 shares  of
        Common Stock outstanding.
PAGE
<PAGE>





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



                       DOCUMENTS INCORPORATED BY REFERENCE

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

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

             Part III, Item 11.       Executive Compensation.

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

             Part III, Item 13.       Certain      Relationships      and
        Transactions.


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

                                   Signatures


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


                                      TREX MEDICAL CORPORATION


                                      By:   /s/ Sandra L. Lambert     
                                            Sandra L. Lambert
                                            Secretary
PAGE
<PAGE>






                                                          ATTACHMENT A

                       DIRECTORS AND DIRECTOR COMPENSATION

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

        Elias P.        Dr. Gyftopoulos, 69, has been a Director of the
        Gyftopoulos     Corporation since November 1995. Dr.
                        Gyftopoulos is Professor Emeritus of the
                        Massachusetts Institute of Technology, where he
                        was the Ford Professor of Mechanical
                        Engineering and of Nuclear Engineering at the
                        Massachusetts Institute of Technology for more
                        than 20 years until his retirement in September
                        1996.  Dr. Gyftopoulos is also a director of
                        Thermo BioAnalysis Corporation, Thermo
                        Cardiosystems Inc., Thermo Electron,  
                        ThermoLase Corporation, Thermo Remediation
                        Inc., ThermoSpectra Corporation and Thermo
                        Voltek Corp. 

        Robert C.       Mr. Howard, 66, has been a Director of the
        Howard          Corporation since its inception in October
                        1995.  Mr. Howard also served as the
                        Corporation's  Chairman of the Board from 1988
                        to February 1996.  Mr. Howard served as an
                        Executive Vice President of Thermo Electron
                        from 1986 until his retirement in January 1997.
                        He is also a Director of Thermedics Inc.,
                        Thermo Cardiosystems Inc.,  ThermoLase
                        Corporation, Thermo Power Corporation and
                        ThermoTrex Corporation.
        Hal Kirshner    Mr. Kirshner, 55, has been Chief Executive
                        Officer, President and a Director of the
                        Corporation since its inception in October
                        1995.  Mr. Kirshner has been President of the
                        Lorad division of the Corporation since
                        February 1991.  Prior to that time, he served
                        as chief operating officer and president of
                        Electrolux Water Systems, Inc.
PAGE
<PAGE>





        Earl R. Lewis   Mr. Lewis, 52, has been a Director of the
                        Corporation since its inception in October
                        1995.  Mr. Lewis has been a Vice President of
                        Thermo Electron since September 1996 and
                        Executive Vice President and Chief Operating
                        Officer of Thermo Instrument Systems Inc. since
                        December 1995 and served as a Vice President of
                        that company from 1990 to 1995.  He has also
                        served as Chief Executive Officer, President
                        and a Director of Thermo Optek Corporation
                        since August 1995, and President of Thermo
                        Jarrell Ash Corporation, a subsidiary of Thermo
                        Optek Corporation, for more than five years.
                        Mr. Lewis is also a Director of ThermoSpectra
                        Corporation.

        James W. May    Dr. May, 53, has been a Director of the
        Jr.             Corporation since February 1996.  He has been
                        Professor of Surgery at Harvard Medical School
                        since 1994 and was Associate Clinical Professor
                        of Surgery for more than five years prior to
                        that time.
        Hutham S.       Ms. Olayan, 42, has been a Director of the
        Olayan          Corporation since February 1996.  She has
                        served as President and a director of Olayan
                        America Corporation since 1995 and Competrol
                        Real Estate Limited since 1986, which are
                        members of the Olayan Group engaged in advisory
                        services and private real estate investments,
                        respectively.  Ms. Olayan also served as
                        President and a director of Crescent
                        Diversified Limited, another member of the
                        Olayan Group engaged in private investments,
                        from 1985 until 1994.  Ms. Olayan is also a
                        Director of Thermo Electron.
        Anthony J.      Mr. Pellegrino, 56, has been a Director of the
        Pellegrino      Company since its inception in  October 1995.
                        Mr. Pellegrino has been a Senior Vice President
                        of ThermoTrex Corporation since July 1995 and
                        was chairman of LORAD Corporation, a
                        manufacturer of mammography equipment that was
                        acquired by ThermoTrex in November 1992, for
                        more than five years prior to that time.  Mr.
                        Pellegrino is also a director of ThermoLase
                        Corporation and ThermoQuest Corporation.
PAGE
<PAGE>





        Firooz Rufeh    Mr. Rufeh, 59, has been a Director of the
                        Corporation since its inception in October
                        1995.  Mr. Rufeh served as the Chief Executive
                        Officer of ThermoTrex from 1988 to February
                        1996, and as the President of ThermoTrex from
                        1988 to February 1997.  Mr. Rufeh also served
                        as a Vice President of Thermo Electron from
                        1986 until January 1997.  Since January 1997,
                        Mr. Rufeh has been a consultant to Thermo
                        Electron.  Mr. Rufeh is also a director of
                        ThermoLase Corporation and ThermoTrex
                        Corporation.

        Kenneth Y. Tang Dr. Tang, 49, has been a Director of the
                        Corporation since June 1995.  Dr. Tang has been
                        Senior Vice President of ThermoTrex Corporation
                        for more than five years.  He is also a
                        director of ThermoLase Corporation.
        Gary S.         Mr. Weinstein, 39, has been  a Director of the
        Weinstein       Corporation and its  Chairman of the Board
                        since February 1996.  He has also served as
                        Chief Executive Officer of ThermoTrex and as a
                        Vice President of Thermo Electron since
                        February 1996.  Mr. Weinstein was a Managing
                        Director of Lehman Brothers Inc. from 1992
                        until February 1996, serving most recently as
                        Managing Director, head of Global Syndicate and
                        Equity Capital Markets from March 1995 to
                        February 1996.  Prior to his appointment as a
                        Managing Director, Mr. Weinstein served in
                        various positions at Lehman Brothers since
                        joining the firm in 1988, including head of
                        Equities in Europe, head of Equity New Issues
                        in North and South America and head of Global
                        Convertible Securities.  Mr. Weinstein is also
                        a director of ThermoLase Corporation and
                        ThermoTrex Corporation.  

                Committees of the Board of  Directors and Meetings

             The Board of Directors has established an Audit Committee
        and a Human Resources Committee, each consisting solely of
        outside Directors.  The present members of the Audit Committee
        are Ms. Olayan (Chairman), Dr. Gyftopoulos and Dr. May. The Audit
        Committee reviews the scope of the audit with the Corporation's
        independent public accountants and meets with them for the
        purpose of reviewing the results of the audit subsequent to its
        completion.  The present members of the Human Resources Committee
        are Dr. Gyftopoulos  (Chairman), Dr. May and Ms. Olayan.  The
        Human Resources Committee reviews the performance of senior
        members of management, recommends executive compensation and
        administers the Corporation's stock-based compensation plans.
        The Corporation does not have a nominating committee of the Board
PAGE
<PAGE>





        of Directors.  The Board of Directors met five times, the Audit
        Committee met once and the Human Resources Committee met four
        times during fiscal 1996.  Each Director attended at least 75% of
        all meetings of the Board of Directors and Committees on which he
        or she served held during fiscal 1996, except Dr. May who
        attended 60% of such meetings.

        Compensation of Directors

             Cash Compensation

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

        Deferred Compensation Plan for Directors

             Under the Deferred Compensation Plan for Directors (the
        "Deferred Compensation Plan"), a Director has the right to defer
        receipt of his cash fees until he ceases to serve as a Director,
        dies or retires from his principal occupation. In the event of a
        change in control or proposed change in control of the
        Corporation that is not approved by the Board of Directors,
        deferred amounts become payable immediately. Either of the
        following is deemed to be a change of control: (a) the
        occurrence, without the prior approval of the Board of Directors,
        of the acquisition, directly or indirectly, by any person of 50%
        or more of the outstanding Common Stock or the outstanding common
        stock of ThermoTrex or 25% or more of the outstanding common
        stock of Thermo Electron; or (b) the failure of the persons
        serving on the Board of Directors immediately prior to any
        contested election of directors or any exchange offer or tender
        offer for the Common Stock or the common stock of ThermoTrex or
        Thermo Electron to constitute a majority of the Board of
        Directors at any time within two years following any such event.
        Amounts deferred pursuant to the Deferred Compensation Plan are
        valued at the end of each quarter as units of Common Stock.  When
        payable, amounts deferred may be disbursed solely in shares of
        Common Stock accumulated under the Deferred Compensation Plan.  A
        total of 25,000 shares of Common Stock have been reserved for
        issuance under the Deferred Compensation Plan.  As of September  
        28, 1996, deferred units equal to 24.88 shares of Common Stock
        were accumulated under the Deferred Compensation Plan.
PAGE
<PAGE>






        Directors Stock Option Plan

             The Corporation has adopted a directors stock option plan
        (the "Directors Plan"), providing for the grant of stock options
        to purchase shares of Common Stock to outside Directors as
        additional compensation for their service as Directors.  The plan
        provides for the grant of stock options upon a Director's initial
        appointment and, beginning in 2000, awards to purchase 1,000
        shares annually to Directors.  

             Under the Plan, each eligible Director and each new outside
        Director initially joining the Board of Directors in 1996 was
        granted an option to purchase 40,000 shares of Common Stock upon
        the later of the adoption of the plan or the Director's
        appointment or election.  The size of the award to new Directors
        appointed to the Board of Directors after 1996 is reduced by
        10,000 shares in each subsequent year.  Directors initially
        joining the Board of Directors after 1999 would not receive an
        option grant upon their appointment or election to the Board of
        Directors, but would be eligible to participate in the annual
        option awards described below.  Options evidencing initial grants
        to Directors are presently exercisable, however, the shares
        acquired upon exercise are subject to restrictions on transfer
        and the right of the Corporation to repurchase such shares at the
        exercise price in the event the Director ceases to serve as a
        Director of the Corporation or another Thermo Electron company.
        In such event, the restrictions and repurchase rights shall lapse
        or be deemed to have lapsed in annual installments of 10,000
        shares per year, starting with the first anniversary of the date
        of grant, provided the Director has continuously served as a
        Director of the Corporation, Thermo Electron or any subsidiary of
        Thermo Electron since the grant date.  These options expire on
        the fifth anniversary of the grant date, unless the Director
        dies, ceases to be an eligible Director or otherwise ceases to
        serve as a Director of the Corporation, Thermo Electron or any
        subsidiary of Thermo Electron prior to that date.

             Commencing in 2000, eligible Directors will also receive an
        annual grant of options to purchase 1,000 shares of Common Stock,
        provided the Common Stock is then publicly traded.  The annual
        grant would be made at the close of business on the date of each
        annual meeting of shareholders of the Corporation to each outside
        Director then holding office, commencing with the annual meeting
        to be held in 2000.  Options evidencing annual grants may be
        exercised at any time from and after the six-month anniversary of
        the date of grant and prior to the expiration of the option on
        the third anniversary of the date of grant.  Shares acquired upon
        exercise of the options would be subject to repurchase by the
        Corporation at the exercise price if the recipient ceased to
        serve as a Director of the Corporation or any other Thermo
        Electron company prior to the first anniversary of the date of
        grant for any reason other than death.
PAGE
<PAGE>





             The exercise price for options granted under the Plan is
        determined by the average of the closing prices reported by the
        American Stock Exchange (or such other principal exchange on
        which the Common Stock is then traded) for the five trading day
        immediately preceding and including the date the option is
        granted or, if the shares underlying the option were not so
        traded, at the last price paid per share by independent investors
        in an arms' length transaction with the Corporation prior to the
        date of grant.

             Grants of stock options to outside Directors have consisted
        of 40,000 shares granted in November 1995 at an exercise price of
        $10.25 per share and 80,000 shares granted in February 1996 at an
        exercise price of $10.75 per share.  An aggregate of 200,000
        shares of Common Stock has been reserved for issuance under the
        Directors Plan. 

                                 STOCK OWNERSHIP

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

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

        






        <TABLE>

        <CAPTION>


                                            Trex Medical      ThermoTrex       Thermo Electron
        Name (1)                            Corporation (2)   Corporation (3)  Corporation (4)
        <S>                                 <C>               <C>              <C>

        Thermo Electron Corporation (5)     22,883,798        N/A              N/A

        Elias P. Gyftopoulos                40,000            4,500            71,700

        Robert C. Howard                    43,174            35,554           194,493

        Hal Kirshner                        285,000           93,321           117,824

        Earl R. Lewis                       40,500            420              131,914

        James W. May Jr.                    40,000            0                0

        Hutham S. Olayan                    45,024            4,500            23,787

        Anthony J. Pellegrino               147,513           807,021          115,875

        Firooz Rufeh                        93,600            100,541          133,286

        Kenneth Y. Tang                     48,706            79,516           26,204

        Gary S. Weinstein                   315,000           110,000          160,412

        All Directors and current         1,202,500         1,218,617        1,681,131
        executive officers as a group
        (14 persons)


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

        (2)  Shares of the Common Stock beneficially owned by each
        Director and executive officer and by all Directors and executive
        officers as a group exclude 22,883,798  shares beneficially owned
        by ThermoTrex, as to which shares each Director and executive
        officer and all members of such group disclaim beneficial
        ownership.  Shares of the Common Stock beneficially owned by Dr.
        Gyftopoulos, Mr. Howard, Mr. Kirshner, Mr. Lewis, Dr. May, Ms.
        Olayan, Mr. Pellegrino, Mr. Rufeh,  Dr. Tang, Mr. Weinstein  and
PAGE
<PAGE>





        all Directors and executive officers as a group include 40,000,
        40,000, 150,000, 40,000, 40,000, 40,000, 40,000, 40,000, 40,000,
        300,000 and 851,000 shares, respectively, that such person or
        group has the right to acquire within 60 days of December 28,
        1996 through the exercise of stock options.  Shares beneficially
        owned by Ms. Olayan and all Directors and executive officers as a
        group include 24 full shares, respectively, that had been
        allocated through December 28, 1996, to their respective accounts
        maintained under the Corporation's Deferred Compensation Plan for
        Directors.  Shares beneficially owned by Mr. Pellegrino include
        1,041  shares held in a trust of which Mr. Pellegrino's spouse is
        the trustee for the benefit of Mr. Pellegrino's minor child.
        Shares beneficially owned by Mr. Rufeh include 53,600  shares
        held by the Rufeh Family Trust of which Mr. Rufeh is the trustee.
        Shares beneficially owned by Ms. Olayan do not include 228,500
        shares owned by Crescent International Holdings Ltd. or 15,000
        shares owned by Crescent Growth Fund Ltd., each a member of the 
        Olayan Group.  Crescent International Holdings Ltd. and Crescent
        Growth Fund Ltd. are indirectly controlled by Suliman S. Olayan,
        Ms. Olayan's father.  Ms. Olayan disclaims beneficial ownership
        of the shares owned by Crescent International Holdings Ltd. and
        Crescent Growth Fund Ltd.  As of December 28, 1996, no Director
        or executive officer beneficially owned more than 1.0% of the
        Common Stock outstanding as of December 28, 1996, other than
        Mr. Weinstein, who beneficially owned approximately 1.07% of
        the Common Stock; all Directors and executive officers as a
        group beneficially owned 4.0% of the Common Stock outstanding
        as of such date.  

        (3)  Shares of the common stock of ThermoTrex beneficially owned
        by Dr. Gyftopoulos, Mr. Howard, Mr. Kirshner, Ms. Olayan, Mr.
        Pellegrino, Mr. Rufeh,  Dr. Tang, Mr. Weinstein  and all
        Directors and executive officers as a group include 4,500,
        31,320, 73,000, 4,500, 134,500, 66,000, 63,318, 100,000 and
        527,538  shares, respectively, that such person or group has the
        right to acquire within 60 days of December 28, 1996 through the
        exercise of stock options.  Shares beneficially owned by Mr.
        Pellegrino include 10,408 shares held in a trust of which Mr.
        Pellegrino's spouse is the trustee for the benefit of Mr.
        Pellegrino's minor child.  Shares beneficially owned by Dr. Tang
        include 2,025  shares held by Dr. Tang's daughter.  As of
        December 28, 1996, no Director or executive officer beneficially
        owned more than 1.0% of the Common Stock outstanding as of
        December 28, 1996, other than Mr. Pellegrino, who beneficially
        owned approximately 4.1% of the Common Stock; all Directors and
        executive officers as a group beneficially owned 65% of the
        Common Stock outstanding as of such date. 

        (4)  The shares of common stock of Thermo Electron shown in the
        table reflect a three-for-two split of such stock effected in May
        1996.  Shares of the common stock of Thermo Electron beneficially
        owned by Dr. Gyftopoulos, Mr. Howard, Mr. Kirshner, Mr. Lewis,
        Ms. Olayan, Mr. Pellegrino, Mr. Rufeh,  Dr. Tang, Mr. Weinstein  
        and all Directors and executive officers as a group include
        9,375, 47,361, 116,025, 126,937, 9,375, 115,875, 90,560, 23,850,
        160,075 and 1,231,192 shares, respectively, that such person or
        group has the right to acquire within 60 days of December 28,
        1996 through the exercise of stock options. Shares beneficially
        owned by  Mr. Howard and all Directors and executive officers as
        a group include 3,040 and 6,298 full shares, respectively,
        allocated to their respective accounts maintained pursuant to
        Thermo Electron's Employee Stock Ownership Plan.  Shares
PAGE
<PAGE>





        beneficially owned by Ms. Olayan and all Directors and executive
        officers as a group include 14,412 full shares, allocated through
         September 28, 1996  to their respective  accounts maintained
        pursuant to Thermo Electron's deferred compensation plan for
        directors.  Shares beneficially owned by Mr. Olayan do not include 
        4,400,000 shares owned by Crescent Holding GmbH, a member of the
        Olayan Group.  Crescent Holding GmbH is indirectly controlled by
        Suliman S. Olayan, Ms. Olayan's father.  Ms. Olayan disclaims
        beneficial ownership of the shares owned by Crescent Holding GmbH.
        As of December 28, 1996, no Director or executive
        officer beneficially owned more than 1% of the outstanding Thermo
        Electron common stock; all directors and executive officers as a
        group beneficially owned approximately 1.1% of the Thermo
        Electron common stock outstanding as of December 28, 1996.

        (5)  ThermoTrex beneficially owned 79.2% of the Common Stock
        outstanding as of December 28, 1996. ThermoTrex's address is
        10455 Pacific Center Court, San Diego, California 92121.  As of
        December 28, 1996, ThermoTrex had the power to elect all of the
        members of the Corporation's Board of Directors. 

        Section 16(a) Beneficial Ownership Reporting Compliance

             Section 16(a) of the Securities Exchange Act of 1934
        requires the Corporation's Directors and executive officers, and
        beneficial owners of more than 10% of the Common Stock, such as
        Thermo Electron, to file with the Securities and Exchange
        commission initial reports of ownership and periodic reports of
        changes in ownership of the Corporation's securities.  Based upon
        a review of such filings, all Section 16(a) filing requirements
        applicable to such persons were complied with during fiscal 1996,
        except in the following instances.  Due to clerical errors, the
        following purchases of Common Stock in the Corporation's initial
        public offering on July 2, 1996 by the following Directors of the
        Corporation were not reported until November 11, 1996:  Mr. Hal
        Kirshner - 25,000 shares; Mr. Earl R. Lewis - 500 shares; Ms.
        Hutham S. Olayan - 5,000 shares; Mr. Firooz Rufeh - 34,000
        shares; Dr. Kenneth Y. Tang - 6,000 shares; Mr. Gary S. Weinstein
        - 15,000 shares.  In addition, ThermoTrex Corporation and Thermo
        Electron Corporation the parent companies of the Corporation
        filed their Forms 4 for July 1996, reporting the conversion of a
        note held by ThermoTrex into 2,629,346 shares of the Corporation,
        eight days late, and their Forms 4 for September 1996, reporting
        the lapse of options to purchase 2,000 shares granted by
        ThermoTrex to an employee, 28 days late.


                             EXECUTIVE COMPENSATION

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





        September 30, and for the preceding full fiscal year from January
        2, 1994 to December 31, 1994 ("fiscal 1994").  No other executive
        officer of the Corporation met the definition of "highly
        compensated" within the meaning of the Securities and Exchange
        Commission's executive compensation disclosure rules during these
        periods.

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

        






   
</TABLE>
<TABLE>

   <CAPTION>

                                     SUMMARY COMPENSATION TABLE

                                                     Long Term
                                                   Compensation
                                                    Securities
                                                    Underlying     All Other
                 Fiscal    Annual Compensation     Options (No.  Compensation
      Name and    Year                             of Shares and      (4)
     Principal                                     Company) (3)
      Position            Salary       Bonus
   <S>           <C>    <C>      <C> <C>       <C><C>      <C>   <C>     <C>
   Hal Kirshner   1996  $192,500      $200,000 (2) 150,000 (TXM)   $9,958(5)
   (5)
    Chief                                              150 (TMO)
    Executive
    Officer and                                      2,000 (TBA)
    President                                        2,000 (TFG)
                                                     2,000 (TLT)
                                                     6,000 (TOC)
                                                     6,000 (TMQ)

                                                     2,000 (TSR)
                  1995  $150,000 (1)  $200,000          --         $7,005
                  1994  $200,000      $180,000      22,500 (TMO)   $6,750

</TABLE>


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

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

        (3)  In addition to receiving options to purchase Common Stock
        (designated in the table as TXM), Mr. Kirshner was granted
        options to purchase shares of the common stock of Thermo Electron
        and certain of its other subsidiaries as part of Thermo
        Electron's stock option program.  Options have been granted
        during the period covered by the table to Mr. Kirshner in the
        following Thermo Electron companies: Thermo Electron (designated
        in the table as TMO), Thermo BioAnalysis Corporation (designated
        in the table as TBA), Thermo Fibergen Inc. (designated in the
        table as TFG),  ThermoLyte Corporation (designated in the table
        as TLT), Thermo Optek Corporation (designated in the table as
        TOC), ThermoQuest Corporation (designated in the table as TMQ)
        and Thermo Sentron Inc. (designated in the table as TSR).
        Information with respect to options to purchase the common stock
        of Thermo Electron relect a three-for-two split effected in May
        1996.
PAGE
<PAGE>





        (4)  Represents the amount of matching contributions made by the
        individual's employer on behalf of executive officers
        participating in the Thermo Electron 401(k) plan. 

        (5)  In addition to the matching contribution referred to in
        footnote (4), such amount includes $4,614, representing the
        market value of 115 shares of Thermo Electron common stock
        received by Mr. Kirshner in May 1996 in recognition of his
        managerial achievements at Thermo Electron's Annual Management
        Conference.

                    STOCK OPTIONS GRANTED DURING FISCAL 1996

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

        OPTION GRANTS IN FISCAL 1996

        






        <TABLE>


        <CAPTION>

                                       Option Grants In Fiscal 1996

                                  Percent of
                    Number of     Total       Exercise            Potential Realizable
                    Securities    Options     Price               Value at Assumed
                    Underlying    Granted to  Per      Expiration Annual Rates of
            Name    Options       Employees   Share    Date       Stock Price
            ----
                     Granted  (1) in Fiscal                       Appreciation for
                                  Year                            Option Term
        <S>         <C>     <C>   <C>    <C>  <C>      <C>        <C>        <C>
                                                                      5%        10%

        Hal          150,000(TXM)   8.5%       $11.00    3/26/08  $1,312,500  $3,528,000
        Kirshner                                                                      
                        150 (TMO)   0.1% (3)   $42.79    5/22/99      $1,011     $2,124

                      2,000 (TBA)  0.2%  (3)   $10.00    3/11/08     $15,920    $42,760

                      2,000 (TFG)   0.4% (3)   $10.00    9/12/08     $15,920    $42,760

                      2,000 (TLT)   0.6% (3)   $10.00    3/11/08     $15,920    $42,760

                      6,000 (TOC)   0.2% (3)   $12.00    4/9/08      $57,300   $153,960

                      6,000 (TMQ)   0.2% (3)   $13.00    3/11/08     $62,100   $166,800

</TABLE>



         (1) All of the options granted during the fiscal year are
        immediately exercisable, except options to purchase shares of
        ThermoLyte Corporation (designated in the table as TLT), which
        are not exercisable until the earlier of (i) 90 days after the
        effective date of the registration of that company's common stock
        under Section 12 of the Securities Exchange Act of 1934 (the
        "Exchange Act") and (ii) nine years after the grant date.  In all
        cases, the shares acquired upon exercise are subject to
        repurchase by the granting corporation at the exercise price if
        the optionee ceases to be employed by the Corporation or another
        Thermo Electron company.  As to the options to purchase shares of
        the Corporation granted to Mr. Kirshner, the repurchase rights
        are deemed to lapse 20% per year commencing on the fifth
        anniversary of the grant date.  For other publicly traded
        companies, the repurchase rights generally lapse ratably over a
        five-to ten-year period, depending on the option term, which may
        vary from seven to twelve years, provided that the optionee
        continues to be employed by the Corporation or another Thermo
        Electron Company.  For companies that are not publicly traded,
        the repurchase rights lapse in their entirety on the ninth
        anniversary of the grant date.  Certain options granted as part
        of Thermo Electron's stock option program have three year terms,
        and the repurchase rights lapse in their entirety on the second
        anniversary of the grant date.  The granting corporation may
        exercise its repurchase rights within six months after the
        termination of the optionee's employment.  The granting
        corporation may permit the holders of such options to exercise
PAGE
<PAGE>





        options and to satisfy tax withholding obligations by
        surrendering shares equal in fair market value to the exercise
        price or withholding obligation.

        (2)  The amounts shown on this table represent hypothetical gains
        that could be achieved for the respective options if exercised at
        the end of the option term.  These gains are based on assumed
        rates of stock appreciation of 5% and 10%, compounded annually
        from the date the respective options were granted to their
        expiration date.   The gains shown are net of the option exercise
        price, but do not include deductions for taxes or other expenses
        associated with the exercise.  Actual gains, if any, on stock
        option exercises will depend on the future performance of the
        common stock of the granting corporation, the optionee's
        continued employment through the option period and the date on
        which the options are exercised. 

        (3)  These options were granted as a part of Thermo Electron's
        stock option program, and accordingly are reported as a
        percentage of total options granted to employees of Thermo
        Electron and its public subsidiaries.

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

         Aggregated Option Exercises In Fiscal 1996 And Fiscal 1996
        Year-End Option Values

        






   <TABLE>



   <CAPTION>
    Aggregated Option Exercises In Fiscal 1996 And Fiscal 1996 Year-End Option Values
                                                       No. of
                               Shares               Unexercised        Value of
                              Acquired               Options at       Unexercised
                                 on       Value   Fiscal Year-end    In-the-Money
      Name        Company     Exercise  Realized   (Exercisable/        Options
                                                   Unexercisable)
                                                        (1)

   <S>        <C>             <C>      <C>        <C>      <C>    <C>
   Hal        Trex Medical          --          --  150,000/0      $1,387,500 /--
   Kirshner
              ThermoTrex        76,500  $2,079,270   73,000/0      $1,809,155 /--

              ThermoLase            --          --   36,400/0        $787,150 /--

              Thermo                --          --  116,025/0 (2)  $2,953,132 /--
              Electron

              Thermo                --          --    2,000/0          $7,750 /--
              BioAnalysis

              Thermo                --          --    2,000/0          $5,250 /--
              Fibergen

              ThermoLyte            --          --        0/2,000          -- /$0(3)

              Thermo Optek          --          --    6,000/0         $18,000 /--

              ThermoQuest           --          --    6,000/0          $3,000 /--

              Thermo Sentron        --          --    2,000/0              $0 /--

</TABLE>



        (1)  All of the options reported outstanding at the end of the
        fiscal year are immediately exercisable as of fiscal year-end,
        except options to purchase shares of ThermoLyte, which are not
        exercisable until the earlier of (i) 90 days after the effective
        date of the registration of that Company's common stock under
        Section 12 of the Exchange Act and (ii) nine years after the
        grant date.  In all cases, the shares acquired upon exercise of
        the options reported in the table are subject to repurchase by
        the granting corporation at the exercise price if the optionee
        ceases to be employed by such corporation or another Thermo
        Electron company.  The granting corporation may exercise its
        repurchase rights within six months after the termination of the
        optionee's employment.  As to the options to purchase shares of
        the Corporation granted to Mr. Kirshner, the repurchase rights
PAGE
<PAGE>





        are deemed to lapse 20% per year commencing on the fifth
        anniversary of the grant date.  For other publicly traded
        companies, the repurchase rights generally lapse ratably over a
        five- to ten-year period, depending on the option term, which may
        vary from seven to twelve years, provided that the optionee
        continues to be employed by the Corporation or another Thermo
        Electron company.  For companies that are not publicly traded,
        the repurchase rights lapse in their entirety on the ninth
        anniversary of the grant date.  Certain options granted as part
        of Thermo Electron's stock option program have three year terms,
        and the repurchase rights lapse in their entirety on the second
        anniversary of the grant date.

        (2)  Options to purchase 22,500 shares of the common stock of
        Thermo Electron granted to Mr. Kirshner are subject to the same
        terms described in footnote (1), except that the repurchase
        rights of the granting corporation generally do not lapse until
        the tenth anniversary of the grant date.  In the event of the
        employee's death or involuntary termination prior to the tenth
        anniversary of the grant date, the repurchase rights of the
        granting corporation shall be deemed to have lapsed ratably over
        a five-year period commencing with the fifth anniversary of the
        grant date.

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

        Employment Agreements

             In connection with the acquisition of the LORAD Corporation
        ("LORAD") in November 1992, the Corporation entered into an
        employment agreement with  Mr. Hal Kirshner.  Mr. Kirshner's
        agreement called for Mr. Kirshner to serve as President and Chief
        Operating Officer of LORAD until December 31, 1995, at a base
        salary of $200,000 per year plus bonus.

                          RELATIONSHIP WITH AFFILIATES

             Thermo Electron has adopted a strategy of selling a minority
        interest in subsidiary companies to outside investors as an
        important tool in its future development. As part of this
        strategy, Thermo Electron and certain of its subsidiaries have
        created several privately and publicly held majority-owned
        subsidiaries, including the Corporation which was created by
        ThermoTrex.  From time to time, Thermo Electron and its
        subsidiaries will create other majority-owned subsidiaries as
        part of its spinout strategy.  (The Corporation and the other
        Thermo Electron subsidiaries are referred to hereinafter as the
        "Thermo Subsidiaries." )

             Thermo Electron and the Thermo Subsidiaries, including the
        Corporation, recognize that the benefits and support that derive
        from their affiliation are essential elements of their individual
PAGE
<PAGE>





        performance. Accordingly, Thermo Electron and each of the Thermo
        Subsidiaries, including the Corporation, have adopted the Thermo
        Electron Corporate Charter (the "Charter") to define the
        relationships and delineate the nature of such cooperation among
        themselves. The purpose of the Charter is to ensure that (1) all
        of the companies and their shareholders are treated consistently
        and fairly, (2) the scope and nature of the cooperation among the
        companies, and each company's responsibilities, are adequately
        defined, (3) each company has access to the combined resources
        and financial, managerial and technological strengths of the
        others, and (4) Thermo Electron and the Thermo Subsidiaries, in
        the aggregate, are able to obtain the most favorable terms from
        outside parties. 

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

             The Charter presently provides that it shall continue in
        effect so long as Thermo Electron and at least one Thermo
        Subsidiary participate. The Charter may be amended at any time by
        agreement of the participants. Any Thermo Subsidiary, including
        the Corporation, may withdraw from participation in the Charter
        upon 30 days' prior notice. In addition, Thermo Electron may
        terminate a subsidiary's participation in the Charter in the
        event the subsidiary ceases to be controlled by Thermo Electron
        or ceases to comply with the Charter or the policies and
PAGE
<PAGE>





        procedures applicable to the Thermo Group. A withdrawal from the
        Charter automatically terminates the corporate services agreement
        in effect between the withdrawing company and Thermo Electron.
        The withdrawal from participation does not terminate outstanding
        commitments to third parties made by the withdrawing company, or
        by Thermo Electron or other members of the Thermo Group, prior to
        the withdrawal. However, a withdrawing company is required to
        continue to comply with all policies and procedures applicable to
        the Thermo Group and to provide certain administrative functions
        mandated by Thermo Electron so long as the withdrawing company is
        controlled by or affiliated with Thermo Electron. 

             As provided in the Charter, Thermo Electron and the
        Corporation have entered into a Corporate Services Agreement (the
        "Services Agreement") under which Thermo Electron's corporate
        staff provides certain administrative services, including certain
        legal advice and services, risk management, certain employee
        benefit administration, tax advice and preparation of tax
        returns, centralized cash management and certain financial and
        other services to the Corporation. In calendar 1994 and calendar
        1995, Thermo Electron assessed the Corporation an annual fee for
        these services equal to 1.25% and 1.20%, respectively, of the
        Corporation's total revenues. Effective January 1, 1996, the fee
        was reduced to 1.0% of the Corporation's total revenues. The fee
        may be changed by mutual agreement of the Corporation and Thermo
        Electron. During fiscal 1996, Thermo Electron assessed the
        Corporation $1,567,000 in fees under the Services Agreement.
        Management believes that the charges under the Services Agreement
        are representative of the expenses the Corporation would have
        incurred on a stand-alone basis and that the terms of the
        Services Agreement are reasonable. For additional items such as
        employee benefit plans, insurance coverage and other identifiable
        costs, Thermo Electron charges the Corporation based upon costs
        attributable to the Corporation. The Services Agreement
        automatically renews for successive one-year terms, unless
        canceled by the Corporation upon 30 days' prior notice. In
        addition, the Services Agreement terminates automatically in the
        event the Corporation ceases to be a member of the Thermo Group
        or ceases to be a participant in the Charter. In the event of a
        termination of the Services Agreement, the Corporation will be
        required to pay a termination fee equal to the fee that was paid
        by the Corporation for services under the Services Agreement for
        the nine-month period prior to termination. Following
        termination, Thermo Electron may provide certain administrative
        services on an as-requested basis by the Corporation or as
        required in order to meet the Corporation's obligations under
        Thermo Electron's policies and procedures. Thermo Electron will
        charge the Corporation a fee equal to the market rate for
        comparable services if such services are provided to the
        Corporation following termination. 

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






             In October 1995, ThermoTrex granted to the Corporation an
        exclusive, paid-up, royalty-free license for the use of certain
        technology relating to digital imaging detectors in the fields of
        mammography and general radiography. Under the license agreement,
        if the Corporation funds approximately $6 million of ThermoTrex's
        research and development of the digital imaging technology in the
        fields of radiographic/fluoroscopy, mobile C-arm fluoroscopy and
        cardiology/angiography over the next three years, then ThermoTrex
        will be obligated to grant the Corporation a fully-paid,
        exclusive, worldwide, perpetual license to use and sell the
        digital imaging technology in these additional fields. The
        license agreement provides that ThermoTrex will manufacture
        products based on the digital imaging technology for the
        Corporation in the applicable fields. ThermoTrex will sell the
        products to the Corporation at ThermoTrex's cost until the
        Corporation has received an amount of Net Profit (as defined
        below) from the resale of such products equal to amounts paid by
        the Corporation for research and development as set forth above
        less any additional research and development costs incurred by
        ThermoTrex with the prior written approval of the Corporation,
        and thereafter at ThermoTrex's cost plus one-half of Net Profit.
        For purposes of the preceding sentence, "Net Profit" means the
        difference between the prices the Corporation receives upon
        resale of such products and the aggregate costs of the
        Corporation and ThermoTrex relating to such sales. As of
        September 28, 1996, the Corporation had paid approximately
        $1,800,000 to ThermoTrex under this arrangement. 

             The Corporation has an arrangement with the Tecomet division
        of Thermo Electron for the manufacture of the Corporation's
        proprietary HTC grid. Under this arrangement Tecomet manufactures
        the grid for the Corporation pursuant to written purchase orders.
        The Corporation owns the intellectual property rights to the
        grid. During fiscal 1996, the Corporation purchased 331 grids for
        an aggregate purchase price of $397,000 under this arrangement.
        In addition, the Corporation paid Tecomet $250,000 during fiscal
        1996 for research and development provided by Tecomet in
        connection with this project.

             Under an arrangement with ThermoLase Corporation, a
        majority-owned subsidiary of ThermoTrex, the Corporation
        manufactures the laser used in ThermoLase Corporation's
        hair-removal process. The Corporation manufactures these lasers
        for ThermoLase pursuant to written purchase orders. During fiscal
        1996, the Corporation sold 143 laser systems to ThermoLase at
        various prices for an aggregate of $8,549,000 under this
        arrangement.  As of September 28, 1996, the Corporation had
        committed to deliver 132 additional lasers to ThermoLase under
        this arrangement for an aggregate of approximately $6,400,000.

             Under an arrangement with Thermedics Detection Inc., a
        subsidiary of Thermedics Inc., a majority-owned subsidiary of
        Thermo Electron, the Corporation manufactures an X- ray source
PAGE
<PAGE>





        that is used as a component to a fill-measuring device produced
        by Thermedics Detection. The Corporation manufactures these X-ray
        sources for Thermedics Detection pursuant to written purchase
        orders. During fiscal 1996, Thermedics Detection purchased 100
        units from the Corporation for an aggregate purchase price of
        $361,000 under this arrangement. 

             On October 2, 1995, in exchange for all of the outstanding
        shares of capital stock of Bennett X-Ray Corporation, the
        Corporation issued to ThermoTrex a $42,000,000 principal amount
        4.2% subordinated convertible note due 2000 (the "Convertible
        Note"), convertible into shares of the Corporation's Common Stock
        at a conversion price of $11.79 per share. In fiscal 1996,
        ThermoTrex converted $34,000,000 principal amount of the
        Convertible Note into 2,883,798 shares of Common Stock.  

             In November 1995, Mr. Pellegrino and Mr. Rufeh, Directors of
        the Corporation, and Mr. Kirshner, Director and executive officer
        of the Corporation, purchased from the Corporation 20,000, 19,600
        and 100,000, shares of Common Stock of the Corporation
        respectively, for an aggregate purchase price of $205,000,
        $200,900 and $1,025,000, respectively.  In addition, in November
        1995 and January 1996, Crescent International Holdings Ltd.
        purchased from the Corporation an aggregate of 200,000 shares of
        the Common Stock of the Corporation for an aggregate purchase
        price of $2,100,000.  Crescent International Holdings Ltd. is
        indirectly controlled by Suliman S. Olayan, the father of Hutham
        S. Olayan, a Director of the Corporation.  Ms. Olayan disclaims
        beneficial ownership of the shares owned by Crescent
        International Holdings Ltd.  All of such purchases were made in
        private placements of 1,862,000 shares of the Corporation's
        Common Stock in November 1995 and 100,000 shares of the
        Corporation's Common Stock in January 1996 at per share prices of
        $10.25 and $10.75, respectively.

             As of September 28, 1996, $32,696,000 of the Corporation's
        cash equivalents were invested pursuant to a repurchase agreement
        with Thermo Electron. Under this agreement, the Corporation in
        effect lends excess cash to Thermo Electron, which Thermo
        Electron collateralizes with investments principally consisting
        of corporate notes, United States government agency securities,
        money market funds, commercial paper and other marketable
        securities, in the amount of at least 103% of such obligation.
        The Corporation's funds subject to the repurchase agreement are
        readily convertible into cash by the Corporation. The repurchase
        agreement earns a rate based on the 90-day Commercial Paper
        Composite Rate plus 25 basis points, set at the beginning of each
        quarter. 

PAGE
<PAGE>





        Stock Holding Assistance Plan

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