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 December 28, 1996

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

                         Commission file number 1-14262

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

   Delaware                                                         77-0407461
   (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                          Identification No.)

   355 River Oaks Parkway
   San Jose, California                                                  95134
   (Address of principal executive offices)                         (Zip Code)
       Registrant's telephone number, including area code: (617) 622-1000

           Securities registered pursuant to Section 12(b) of the Act:
          Title of each class        Name of each 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 (or for such shorter period that the
   Registrant was required to file such reports), 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 January 24, 1997, was approximately $53,336,000.

   As of January 24, 1997, the Registrant had 48,450,000 shares of Common
   Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the Registrant's Annual Report to Shareholders for the year
   ended December 28, 1996, 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 June 2, 1997, are incorporated by
   reference into Part III.
PAGE
<PAGE>
                                     PART I


    Item 1.  Business

    (a) General Development of Business

        ThermoQuest Corporation (the Company or the Registrant) develops,
    manufactures, and sells mass spectrometers, liquid chromatographs, and
    gas chromatographs. These analytical instruments are used in the
    quantitative and qualitative chemical analysis of organic and inorganic
    compounds at ultra-trace levels of detection. The Company's products are
    used primarily by pharmaceutical companies for drug research, testing,
    and quality control; by environmental laboratories for testing water,
    air, and soil samples for compliance with environmental regulations; by
    chemical companies for research and quality control; by manufacturers for
    testing in certain industrial applications, such as the manufacture of
    silicon chips, and for quality control; by food and beverage companies
    for quality control and to test for product contamination; and in
    forensic applications. The Company was incorporated in June 1995 as a
    wholly owned subsidiary of Thermo Instrument Systems Inc. (Thermo
    Instrument). Thermo Instrument is a publicly traded, majority-owned
    subsidiary of Thermo Electron Corporation (Thermo Electron). Where the
    context requires, references herein to the Company refer to ThermoQuest
    Corporation and its subsidiaries and to its predecessor businesses as
    conducted by Thermo Instrument, the Company's parent, including acquired
    businesses from their dates of acquisition.

        The Company is a leading manufacturer of mass spectrometers and
    liquid chromatographs. In addition, the Company has recently entered the
    market for gas chromatographs. Many of the major developments in modern
    mass spectrometry were pioneered by the Company. The ion trap mass
    spectrometer, which utilizes the latest mass spectrometer technology, was
    first commercialized by the Company, and the Company holds significant
    patents relating to this technology. In 1995, the Company introduced two
    instruments that integrate a highly sensitive yet affordable ion trap
    mass spectrometer with a liquid chromatograph or a gas chromatograph to
    form the industry's most powerful benchtop liquid chromatograph/mass
    spectrometer (LC/MS) and gas chromatograph/mass spectrometer (GC/MS)
    instruments.

        An element of the Company's strategy is to combine its internal
    growth with the acquisition of complementary products and technologies.
    On January 19, 1996, the Company acquired Extrel FTMS, Inc. (Extrel), a
    manufacturer of Fourier transform mass spectrometers, from Waters
    Technologies Corporation for $1.7 million in cash, and, effective January
    1, 1996, the Company acquired the Automass division of Analytical
    Technology, Inc. (ATI), a manufacturer of benchtop mass spectrometers,
    from Thermo Instrument for $4.1 million in cash. In addition, effective
    March 29, 1996, the Company acquired CE Instruments, a manufacturer of
    gas chromatographs, and MassLab Instruments (MassLab), a manufacturer of
    mass spectrometers, from Thermo Instrument for an aggregate purchase
    price of $27.3 million in cash and the assumption of approximately $8.9
    million in debt, subject to a post-closing adjustment. CE Instruments and
    MassLab were originally part of the Scientific Instruments Division of

                                        2PAGE
<PAGE>
    Fisons plc (Fisons), a substantial portion of which was acquired by
    Thermo Instrument on March 29, 1996.

        In March and April 1996, the Company sold 3,450,000 shares of its
    common stock in an initial public offering at $15.00 per share for net
    proceeds of $47.8 million. As of December 28, 1996, Thermo Instrument
    owned 45,000,000 shares of the Company's common stock, representing 93%
    of such stock outstanding. Thermo Instrument intends, for the foreseeable
    future, to maintain at least 80% ownership of the Company. Thermo
    Instrument develops, manufactures, and markets instruments used to detect
    and measure air pollution, radioactivity, complex chemical compounds,
    toxic metals, and other elements in a broad range of liquids and solids,
    as well as to control and monitor various industrial processes. As of
    December 28, 1996, Thermo Electron owned 60,000 shares of the Company's
    common stock, representing .12% of such stock outstanding. Thermo
    Electron is a world leader in environmental monitoring and analysis
    instruments, biomedical products such as heart-assist devices and
    mammography systems, paper-recycling and papermaking equipment, biomass
    electric power generation, and other specialized products and
    technologies. Thermo Electron also provides a range of services related
    to environmental quality.

    Forward-looking Statements

        Forward-looking statements, within the meaning of Section 21E of the
    Securities Exchange Act of 1934, are made throughout this Annual Report
    on Form 10-K. For this purpose, any statements contained herein that are
    not statements of historical fact may be deemed to be forward-looking
    statements. Without limiting the foregoing, the words "believes,"
    "anticipates," "plans," "expects," "seeks," "estimates," and similar
    expressions are intended to identify forward-looking statements. There
    are a number of important factors that could cause the results of the
    Company to differ materially from those indicated by such forward-looking
    statements, including those detailed under the caption "Forward-looking
    Statements" in the Registrant's 1996* Annual Report to Shareholders
    incorporated herein by reference.

    (b) Financial Information About Industry Segments

        The Company operates in one business segment: developing,
    manufacturing, and selling mass spectrometers, liquid chromatographs, and
    gas chromatographs.

    (c) Description of Business

        (i)  Principal Products and Services

        The Company develops, manufactures, and sells mass spectrometers,
    liquid chromatographs, and gas chromatographs to a wide range of
    customers primarily in the pharmaceutical, environmental,
    industrial/chemical, food and beverage, and forensic sciences industries.


    *   References to 1996, 1995, and 1994 herein are for the fiscal years
        ended December 28, 1996, December 30, 1995, and December 31, 1994,
        respectively.
                                        3PAGE
<PAGE>
    The market for the Company's products is highly specialized as a result
    of the differing needs of the industries in which they are used. The
    Company actively seeks to cross-sell its products among the various
    industries it serves, particularly by adding its liquid chromatograph or
    gas chromatograph input devices to its mass spectrometer products.

    Markets

        The major markets in which the Company sells its products are:

        Pharmaceutical. In the pharmaceutical industry, the Company's
    instruments are used in the identification of newly synthesized or
    discovered drug candidates, to measure drugs and metabolites in clinical
    studies, and for quality assurance of production drugs.

        Environmental. A second major market for the Company's analytical
    instruments is in environmental analysis. This market is driven to a
    great degree by federal, state, local, and foreign environmental
    regulations, which provide specific methods with respect to the testing
    of air, water, and soil for contaminants.

        Industrial/Chemical. Customers that purchase analytical instruments
    for industrial and chemical applications typically utilize the
    instruments for quality control and to test for contaminants in
    substances used in a particular manufacturing application.

        Food and Beverage. Customers in the food and beverage industry use
    the Company's products for quality control to test for contaminants.
    Customers in this industry must respond both to environmental and health
    regulations and to societal concerns regarding product contamination.

        Forensic Sciences. Analytical instruments are used in a variety of
    forensic applications, including testing for illicit drug use by
    employees or athletes; testing body fluids to determine causes of death;
    testing to determine the identity of substances suspected to be illegal;
    and testing for the presence of substances of evidentiary significance
    for use in criminal investigations.

    Technology

        Mass Spectrometers. A mass spectrometer is an instrument in which the
    chemical compound to be analyzed is broken down into electrically-charged
    fragments (ions), which are then sorted according to their mass-to-charge
    ratios. All mass spectrometers consist of a device to introduce samples,
    an ionization source, a mass analyzer that separates ions according to
    mass ratios, a detector that converts the ions into an electrical signal,
    a signal processor that amplifies the electrical signal, and a computer
    that organizes and displays information in a convenient and useful
    manner. The resulting data creates a "fingerprint" that is then compared
    to a database for identification. Mass spectrometers are the most
    powerful tools for the identification and quantification of chemical
    substances. A gas or liquid chromatograph is used to separate complex
    mixtures of chemicals into discrete components, which can then be
    analyzed based on the chromatograph results alone or can be introduced  


                                        4PAGE
<PAGE>
    into a mass spectrometer to give additional information and to
    specifically identify unknown components.

        The Company has pioneered many of the significant developments in
    mass spectrometry and holds approximately 60 U.S. patents relating to
    mass spectrometry, with additional patents pending. The Company has a
    distinguished record of being the first to commercialize new technologies
    coming from its own laboratories as well as from an extensive worldwide
    network of university collaborators. Examples include the first
    computerized GC/MS quadrupole system, the first commercial chemical
    ionization ion source, the first commercial triple quadrupole MS/MS
    system, the first commercial ion trap system, and the first commercial
    ion trap MS/MS system.

        On January 19, 1996, the Company acquired Extrel, a leading
    manufacturer of Fourier transform mass spectrometry (FT/MS) instruments.
    Extrel introduced the first commercial FT/MS product in 1981 and today
    offers a unique multi-source mass spectrometer with a range of ionization
    techniques. This research-grade analytical instrument has the advantage
    of both high resolution and high mass range and is particularly useful in
    pharmaceutical and polymer research applications where large molecules in
    complex solutions need to be precisely identified.

        Effective January 1, 1996, the Company acquired the Automass division
    of ATI, a manufacturer of benchtop mass spectrometers, from Thermo
    Instrument. Manufactured near Paris, France, these mass spectrometers
    incorporate a quadrupole design that provides enhanced sensitivity and
    can accommodate gas chromatographs as well as liquid chromatographs.
    These products complement the Company's existing GCQ(R) and LCQ(R) line
    of benchtop ion trap mass spectrometers.

        Effective March 29, 1996, the Company acquired MassLab, a
    manufacturer of mass spectrometry instruments, from Thermo Instrument.
    Located near Manchester, U.K., MassLab manufactures a line of mass
    spectrometers for both gas chromatography and liquid chromatography
    applications. MassLab was originally part of the Scientific Instruments
    Division of Fisons, a substantial portion of which was acquired by Thermo
    Instrument on March 29, 1996.

        The Company currently manufactures three types of mass spectrometers:

        Magnetic Sector Mass Spectrometers. Magnetic sector mass
    spectrometers are generally used in high resolution applications where an
    accurate analysis of molecular weight is required to determine the
    elemental composition of unknown samples. Magnetic sector instruments are
    typically purchased by universities and pharmaceutical and chemical
    companies for use in research applications.

        Quadrupole Mass Spectrometers. Single quadrupole mass spectrometers
    are typically utilized in environmental and forensic laboratories, which
    require dependable, routine analyses that meet applicable regulatory
    requirements, such as those promulgated by the U.S. Environmental
    Protection Agency. Although lacking the resolution of some types of
    magnetic sector mass spectrometers, these instruments provide reliable
    performance at a relatively low price. Single quadrupoles are frequently 

                                        5PAGE
<PAGE>
    combined to form MS/MS spectrometers for use in more complex analyses
    such as molecular structure analysis. Together with the Company's triple
    stage quadrupoles, the most powerful type of quadrupole mass
    spectrometer, single quadrupoles comprise a complete family of quadrupole
    mass spectrometers.

        Ion Trap Mass Spectrometers. The Company developed the first
    commercial ion trap and holds a significant patent relating to ion trap
    technology. The ability to trap and integrate the intensities of ions has
    made the ion trap the most sensitive method of mass analysis for certain
    applications. Ion traps are smaller, mechanically simpler, and therefore
    easier to maintain than other types of mass spectrometers. While other
    types of mass spectrometers separate and analyze a continuous stream of
    ions, ion trap mass spectrometers trap ions in a confined space using an
    electric field, which can be adjusted to eject ions as a function of
    their mass-to-charge ratio. An advantage of ion trap mass spectrometers
    is that, through software, MS/MS analysis can be performed in a single
    ion trap mass spectrometer, theoretically to an infinite number of stages
    (MS(n)). The Company has recently introduced ion traps that incorporate
    an external ion source, such as those found in quadrupole and magnetic
    sector mass spectrometers, which use sophisticated ionization techniques
    to increase the specificity and detection limits of the instrument.

        Due to their relative mechanical simplicity and small size, ion traps
    are well suited for coupling with chromatographs to form benchtop LC/MS
    and GC/MS instruments. Benchtop LC/MS(n) instruments were not
    commercially available until the Company introduced the first such
    instrument in June 1995. Through significant advancements in integration
    techniques and information technology, the Company has developed the
    benchtop GCQ (GC/MS(n)) and LCQ (LC/MS(n)) instruments, which combine ion
    trap mass spectrometers with chromatographs. These instruments are the
    first to allow users to combine GC and LC with MS(n) in a benchtop
    format, and offer high performance at a competitive price for appropriate
    applications.

        Liquid Chromatographs. High performance liquid chromatography (HPLC)
    is an analytical technique used to separate, identify, and quantify
    complex mixtures of primarily organic chemicals. In HPLC, the sample is
    introduced into a solvent stream that is being pumped at a high pressure
    through a liquid chromatography column. The column, both through physical
    and chemical properties, separates the complex mixtures into discrete
    bands, allowing identification. The separated sample is then passed
    through a detector that measures the sample by various technologies,
    including ultraviolet and visible light absorption, changes in refractive
    index, fluorescence, and conductivity. The data produced by the detector
    is converted to an electronic form and transmitted for display and
    manipulation on a personal computer. For complex mixtures, the HPLC may
    be coupled with a mass spectrometer to give additional information and
    specifically identify unknown components.

        Gas Chromatographs. Like HPLC, gas chromatography is an analytical
    technique used to separate, identify, and quantify complex mixtures of
    primarily organic chemicals. Although gas chromatographs are generally
    easier to use and have higher resolution than liquid chromatographs, only


                                        6PAGE
<PAGE>
    a relatively small percentage of compounds can be converted to gaseous
    form for analysis on a gas chromatograph. In gas chromatographs, samples
    are introduced typically by syringe injection and are converted into the
    gas phase by heating. The sample passes through an analytical column and
    the various components of the sample mixture are separated into discrete
    bands which are suitable for analysis by detectors. Detectors can be
    assembled in various configurations to facilitate analysis of different
    chemical and physical properties in a sample mixture. The data produced
    by the detector is converted to electronic form and transmitted for
    display and manipulation on a personal computer. For complex mixtures,
    where compounds cannot be adequately separated and identified by gas
    chromatography, the gas chromatograph can be coupled with a mass
    spectrometer to give additional information and specifically identify
    unknown components.

        Effective March 29, 1996, the Company acquired CE Instruments, a
    manufacturer of gas chromatography instruments, from Thermo Instrument.
    Located near Milan, Italy, CE Instruments has a long history of
    technological innovation in gas chromatography. In 1956, CE Instruments
    produced the first commercial gas chromatograph manufactured in Europe,
    and, in 1976, introduced the first commercially available high-resolution
    gas chromatograph. In addition to gas chromatography instruments, CE
    Instruments produces a line of organic elemental analysis, mercury
    porosimetry, and gas absorption instruments for use in research and
    quality control laboratories in a number of application fields. CE
    Instruments was originally part of the Scientific Instruments Division of
    Fisons, a substantial portion of which was acquired by Thermo Instrument
    on March 29, 1996. 

    Sales and Marketing

        The Company markets its instruments in larger international markets
    through its own worldwide sales force of direct salespeople, and in
    smaller markets through a network of dealers and distributors. In
    addition, the Company sells certain of its liquid and gas chromatographs
    pursuant to OEM arrangements under which third parties purchase and
    resell the Company's products. The Company's sales force is supported
    throughout the world by a customer support group which provides training,
    instrument servicing, and parts replacements.

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

        The Company maintains active programs for the development of new
    technologies and the enhancement of existing products. Research and
    development expenses for the Company were $21.8 million, $17.5 million,
    and $14.7 million in 1996, 1995, and 1994, respectively.

        (iii)  Raw Materials

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


                                        7PAGE
<PAGE>
        (iv)  Patents, Licenses, and Trademarks

        The Company's policy is to protect its intellectual property rights,
    including applying for and obtaining patents when appropriate. The
    Company holds numerous patents related to its technologies, with
    additional patents pending. The Company also enters into licensing
    agreements with other companies in which it grants or receives rights to
    specific patents and technical know-how. The Company also considers
    technical know-how, trade secrets, and trademarks to be important to its
    business.

        (v)  Seasonal Influences

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

        (vi)  Working Capital Requirements

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

        (vii)  Dependency on a Single Customer

        No single customer accounted for 10% or more of the Company's total
    revenues in any of the past three years.

        (viii)  Backlog

        The Company's backlog of firm orders was $63.3 million and $65.1
    million as of December 28, 1996, and December 30, 1995, respectively. The
    Company includes in its backlog only orders confirmed with a purchase
    order for products and related services scheduled to be shipped or
    rendered within one year. The Company believes that substantially all of
    the backlog at December 28, 1996, will be shipped or completed during
    1997. The Company does not believe that the level of, or changes in the
    level of, its backlog is necessarily a meaningful indicator of future
    results of operations.

        (ix)  Government Contracts

        Not applicable.

        (x)  Competition

        The Company competes in each of its markets primarily on technical
    performance, customer service and support and, to a lesser extent, price.
    The Company's principal competitors in the mass spectrometry market
    include Hewlett-Packard Co. (Hewlett-Packard), MicroMass, Japan Electro
    Optical Laboratories, Hitachi Ltd. (Hitachi), Shimadzu Corporation
    (Shimadzu), and the Sciex Division of Perkin-Elmer Corporation
    (Perkin-Elmer). The Company's principal competitors in the liquid
    chromatography market include Waters Technologies Corporation,
    Hewlett-Packard, Shimadzu, Beckman Instruments, Hitachi, Perkin-Elmer,
    Varian Associates (Varian), and Dionex Corporation. In the gas

                                        8PAGE
<PAGE>
    chromatography market, the Company competes with numerous companies
    including Hewlett-Packard, Varian, Perkin-Elmer, and Shimadzu.

        (xii)  Environmental Protection Regulations

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

        (xiii)  Number of Employees

        As of December 28, 1996, the Company employed approximately 1,270
    people.

    (d) Financial Information About Exports by Domestic Operations and About
        Foreign Operations

        Financial information about exports by domestic operations and about
    foreign operations is summarized in Note 11 to Consolidated Financial
    Statements in the Registrant's 1996 Annual Report to Shareholders and is
    incorporated herein by reference.

    (e) Executive Officers of the Registrant

                                       Present Title (Year First Became
    Name                        Age    Executive Officer)
    ------------------------    ---    --------------------------------
    Dr. Richard W.K. Chapman    52     Chief Executive Officer and
                                         President (1995)
    John N. Hatsopoulos *       62     Vice President and Chief
                                         Financial Officer (1995)
    Philip L. Warren            53     Vice President (1995)
    Paul F. Kelleher            54     Chief Accounting Officer (1995)

    * John N. Hatsopoulos and George N. Hatsopoulos, a director of the
      Company, are brothers.

      Each executive officer serves until his successor is chosen or
    appointed by the Board of Directors and qualified or until his earlier
    resignation, death, or removal. Dr. Chapman and Mr. Warren have held
    their respective positions in the Company since its inception in June
    1995. Dr. Chapman served as Marketing Manager of Finnigan Corporation
    (Finnigan), a subsidiary of the Company, from 1989 to 1992 and as
    President of Finnigan from 1992 to 1995. Mr. Warren was named President
    of Finnigan in September 1995, and served as Finnigan's Vice President,
    Field Operations from 1985 to May 1994 and as its Vice President, General
    Manager from May 1994 until he was named President. Messrs. Hatsopoulos
    and Kelleher are full-time employees of Thermo Electron, but devote such
    time to the affairs of the Company as the Company's needs reasonably
    require.

                                        9PAGE
<PAGE>
    Item 2.  Properties

        The Company owns approximately 704,000 square feet of office,
    engineering, laboratory, and production space, principally in California,
    Texas, Florida, Germany, Italy, and England and leases approximately
    105,000 square feet of office space under leases expiring from 1997
    through 2002, principally in France, Germany, Italy, Japan, and The
    Netherlands. As of December 28, 1996, the Company had a $9.3 million
    mortgage loan that is secured by 200,000 square feet of property in
    California with a net book value of $16.0 million. The Company believes
    that its facilities are in good condition and are suitable and adequate
    for its present operations and that suitable space is readily available
    if any of such leases are not extended.


    Item 3.  Legal Proceedings

        Not applicable.


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

        Not applicable.















                                       10PAGE
<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 1996 Annual Report to Shareholders
    and is incorporated herein by reference.


    Item 6.  Selected Financial Data

        The information required under this item is included under the
    sections labeled "Selected Financial Information" and "Dividend Policy"
    in the Registrant's 1996 Annual Report to Shareholders and is
    incorporated herein by reference.


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

        The information required under this item is included under the
    heading "Management's Discussion and Analysis of Financial Condition and
    Results of Operations" in the Registrant's 1996 Annual Report to
    Shareholders and is incorporated herein by reference.


    Item 8.  Financial Statements and Supplementary Data

        The Registrant's Consolidated Financial Statements as of December 28,
    1996, and Supplementary Data are included in the Registrant's 1996 Annual
    Report to Shareholders and are incorporated herein by reference.


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

        Not applicable.




                                       11PAGE
<PAGE>
                                    PART III

    Item 10.  Directors and Executive Officers of the Registrant

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


    Item 11.  Executive Compensation

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


    Item 12.  Security Ownership of Certain Beneficial Owners and Management

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


    Item 13.  Certain Relationships and Related Transactions

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






                                       12PAGE
<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.


                                       13PAGE
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of Section 13 of the Securities
    Exchange Act of 1934, the Registrant has duly caused this report to be
    signed on its behalf by the undersigned, thereunto duly authorized.

    Date: February 27, 1997         THERMOQUEST CORPORATION


                                    By: Richard W.K. Chapman
                                        --------------------
                                        Richard W.K. Chapman
                                        President and
                                        Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
    this report has been signed below by the following persons on behalf of
    the Registrant and in the capacities indicated below, as of February 27,
    1997.

    Signature                          Title
    ---------                          -----
    By: Richard W.K. Chapman           President, Chief Executive Officer,
        ---------------------
        Richard W.K. Chapman             and Director

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

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

    By: Arvin H. Smith                 Chairman of the Board and Director
        ---------------------
        Arvin H. Smith

    By: George N. Hatsopoulos          Director
        ---------------------
        George N. Hatsopoulos

    By: Frank Jungers                  Director
        ---------------------
        Frank Jungers

    By: Anthony J. Pellegrino          Director
        ---------------------
        Anthony J. Pellegrino

    By: Michael E. Porter              Director
        ---------------------
        Michael E. Porter
                                       14PAGE
<PAGE>
                    Report of Independent Public Accountants
                    ----------------------------------------


    To the Shareholders and Board of Directors of ThermoQuest Corporation:

        We have audited, in accordance with generally accepted auditing
    standards, the consolidated financial statements included in ThermoQuest
    Corporation's Annual Report to Shareholders incorporated by reference in
    this Form 10-K, and have issued our report thereon dated February 11,
    1997. Our audits were made for the purpose of forming an opinion on those
    statements taken as a whole. The schedule listed in Item 14 on page 13 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 consolidated
    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
    February 11, 1997
















                                       15PAGE
<PAGE>
SCHEDULE II



                             THERMOQUEST CORPORATION

                        Valuation and Qualifying Accounts
                                 (In thousands)


                  Balance at   Provision             Accounts            Balance
                   Beginning  Charged to  Bad Debts   Written             at End
                     of Year     Expense  Recovered       Off Other (a)  of Year
                  ----------   ---------  ---------  -------- --------- --------
Year Ended
  December 28, 1996

Allowance for 
  Doubtful
  Accounts            $2,341      $  220     $   43    $ (351)  $2,206    $4,459

Year Ended
  December 30, 1995

Allowance for
  Doubtful
  Accounts            $2,366      $  213     $   68    $ (333)  $   27    $2,341

Year Ended
  December 31, 1994

Allowance for
  Doubtful
  Accounts            $2,616      $ (265)    $    -    $ (868)  $  883    $2,366


(a) Includes allowance of businesses acquired during the year as described in
    Note 3 to Consolidated Financial Statements in the Registrant's 1996 Annual
    Report to Shareholders and the effect of foreign currency translation.


                                       16PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number       Description of Exhibit
    ------------------------------------------------------------------------
      2.1        Stock Purchase Agreement dated as of November 4, 1996,
                 between SID Instruments Inc. and the Registrant (filed as
                 Exhibit 2.1 to the Registrant's Quarterly Report on Form
                 10-Q for the quarter ended September 28, 1996 [File No.
                 1-14262] and incorporated herein by reference).

      2.2        Stock Purchase Agreement dated as of November 4, 1996,
                 among SID Instruments Inc., Thermo Instrument, and Finnigan
                 MAT (Nevada) Inc. (filed as Exhibit 2.2 to the Registrant's
                 Quarterly Report on Form 10-Q for the quarter ended
                 September 28, 1996 [File No. 1-14262] and incorporated
                 herein by reference).

      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. 333-00276] 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.
                 333-00276] and incorporated herein by reference).

     10.1        Corporate Services Agreement dated as of June 30, 1995,
                 between Thermo Electron and the Registrant (filed as
                 Exhibit 10.1 to the Registrant's Registration Statement on
                 Form S-1 [Reg. No. 333-00276] 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 June 30, 1995, between
                 Thermo Electron and the Registrant (filed as Exhibit 10.3
                 to the Registrant's Registration Statement on Form S-1
                 [Reg. No. 333-00276] and incorporated herein by reference).

     10.4        Master Repurchase Agreement dated as of June 30, 1995,
                 between Thermo Electron and the Registrant (filed as
                 Exhibit 10.4 to the Registrant's Registration Statement on
                 Form S-1 [Reg. No. 333-00276] and incorporated herein by
                 reference).

     10.5        Master Guarantee Reimbursement Agreement dated as of June
                 30, 1995, between Thermo Electron and the Registrant (filed
                 as Exhibit 10.5 to the Registrant's Registration Statement
                 on Form S-1 [Reg. No. 333-00276] and incorporated herein by
                 reference).

                                       17PAGE
<PAGE>
                                  EXHIBIT INDEX


    Exhibit
    Number       Description of Exhibit
    ------------------------------------------------------------------------
     10.6        Master Guarantee Reimbursement Agreement dated as of June
                 30, 1995, between Thermo Instrument and the Registrant
                 (filed as Exhibit 10.6 to the Registrant's Registration
                 Statement on Form S-1 [Reg. No. 333-00276] and incorporated
                 herein by reference).

     10.7        Equity Incentive Plan of the Registrant (filed as Exhibit
                 10.7 to the Company's Registration Statement on Form S-1
                 [Reg. No. 333-00276] and incorporated herein by reference).

     10.8        Deferred Compensation Plan for Directors of the Registrant
                 (filed as Exhibit 10.8 to the Registrant's Registration
                 Statement on Form S-1 [Reg. No. 333-00276] and incorporated
                 herein by reference).

     10.9        Directors Stock Option Plan of the Registrant (filed as
                 Exhibit 10.9 to the Registrant's Registration Statement on
                 Form S-1 [Reg. No. 333-00276] and incorporated herein by
                 reference).

     10.10       Form of Indemnification Agreement for Officers and
                 Directors (filed as Exhibit 10.10 to the Registrant's
                 Registration Statement on Form S-1 [Reg. No. 333-00276] 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 Thermo Instrument for services rendered
                 to the Registrant or to such affiliated corporations.
                 Thermo Electron's plans were filed as Exhibits 10.21
                 through 10.44 to the Annual Report on Form 10-K of Thermo
                 Electron for the year ended December 30, 1995 [File No.
                 1-8002] and as Exhibit 10.19 to the Annual Report on Form
                 10-K of Trex Medical Corporation for the fiscal year ended
                 September 28, 1996 [File No. 1-11827] and Thermo
                 Instrument's plans were filed as Exhibits 10.61 through
                 10.68 to the Annual Report on Form 10-K of Thermo Electron
                 for the year ended December 30, 1995 [File No. 1-8002] and
                 are incorporated herein by reference.

     10.11       Fiscal Agency Agreement dated as of August 3, 1995, among
                 the Registrant, Thermo Electron, and The Chase Manhatten
                 Bank (formerly Chemical Bank) (filed as Exhibit 10.12 to
                 the Registrant's Registration Statement on Form S-1 [Reg.
                 No. 333-00276] and incorporated herein by reference).

                                       18PAGE
<PAGE>
                                  EXHIBIT INDEX


    Exhibit
    Number       Description of Exhibit
    ------------------------------------------------------------------------
      10.12      Deed of Trust and Security Agreement dated February 22,
                 1989, between the Company (as successor-in-interest to
                 Finnigan Properties, Inc.) and the Northwestern Mutual Life
                 Insurance Company (filed as Exhibit 10.13 to the
                 Registrant's Registration Statement on Form S-1 [Reg. No.
                 333-00276] and incorporated herein by reference).

     10.13       Indemnification Agreement dated as of November 4, 1996,
                 between Thermo Instrument and the Registrant (filed as
                 Exhibit 10.1 to the Registrant's Quarterly Report on Form
                 10-Q for the quarter ended September 28, 1996 [File No.
                 1-14262] and incorporated herein by reference).

     10.14       Restated Stock Holdings Assistance Plan and Form of
                 Promissory Note.

     11          Computation of Earnings per Share.

     13          Annual Report to Shareholders for the year ended
                 December 28, 1996 (only those portions incorporated
                 herein by reference).

     21          Subsidiaries of the Registrant.

     23          Consent of Arthur Andersen LLP.

     27          Financial Data Schedule.