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 1-14262

                            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: (408)
                                   577-1053

          Securities registered pursuant to Section 12(b) of the Act:

                Title of each class        Name of  Exchange   on  which
           ----------------------------    ------------------- ---------
       registered
       ----------
           Common Stock, $.01 par value                 American  Stock
       Exchange

          Securities registered pursuant to Section 12(g) of the Act:
                                     None

       Indicate by check mark whether  the Registrant (1) has filed  all
       reports required  to be  filed  by Section  13  or 15(d)  of  the
       Securities Exchange Act of 1934  during the preceding 12  months,
       and (2) has been subject to the filing requirements for at  least
       the past 90 days. Yes  X    No
                            -----    ----

       Indicate  by  check  mark  if  disclosure  of  delinquent  filers
       pursuant to Item 405 of  Regulation S-K is not contained  herein,
       and will  not  be contained,  to  the best  of  the  Registrant's
       knowledge,  in   definitive  proxy   or  information   statements
       incorporated by reference into Part III of this Form 10-K or  any
       amendment to this Form 10-K. [    ]

       The  aggregate  market  value  of   the  voting  stock  held   by
PAGE
<PAGE>





       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.
PAGE
<PAGE>





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



                      DOCUMENTS INCORPORATED BY REFERENCE

       Portions  of  the  Registrant's  Fiscal  1996  Annual  Report  to
       Shareholders  for  the   year  ended  December   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.
       ------------


       Items 10, 11, 12  and 13 of Part  III of the Registrant's  Annual
       Report on Form 10-K for the  fiscal year ended December 28,  1996
       are hereby amended and restated in their entirety as 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 officer.


                                     THERMOQUEST CORPORATION


                                     By: /s/ Jonathan W. Painer
                                         ----------------------
                                          Jonathan W. Painter
                                          Treasurer








                                 ATTACHMENT A
PAGE
<PAGE>






                                   DIRECTORS
            Set forth  below are  the names  of the  persons serving  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
       company, Thermo Instrument Systems Inc. ("Thermo Instrument") and
       Thermo Instrument's parent  company, Thermo Electron  Corporation
       ("Thermo  Electron"),  is  reported  under  the  caption   "Stock
       Ownership."  

       RichardW.K. Chapman  Dr.  Chapman,  52,   has  been   the  chief
                            executive officer, president and a director
                            of the Corporation  since its  inception in
                            June 1995.    He  served  as  president  of
                            Finnigan   Corporation    ("Finnigan"),   a
                            subsidiary of the Corporation, from 1992 to
                            1995, and as marketing  manager of Finnigan
                            from 1989 to 1995.  Dr.  Chapman has been a
                            vice president  of Thermo  Instrument since
                            1992.   He  is also  a  director  of Thermo
                            BioAnalysis    Corporation    and    Thermo
                            Cardiosystems Inc.

       George           N.  Dr. Hatsopoulos, 70, has  been the chairman
       Hatsopoulos          of  the  board   and  a  director   of  the
                            Corporation since  its  inception  in  June
                            1995.  He has served  as chairman and chief
                            executive officer of  Thermo Electron since
                            he founded  that  company  in  1956 and  as
                            president of Thermo  Electron from  1956 to
                            January 1997.    Dr. Hatsopoulos  is also a
                            director   of  Thermo  Ecotek  Corporation,
                            Thermo  Electron,  Thermo   Fibertek  Inc.,
                            Thermo Instrument, Thermedics  Inc., Thermo
                            Optek    Corporation     and     ThermoTrex
                            Corporation.    Dr.    Hatsopoulos  is  the
                            brother of John  N. Hatsopoulos,  the chief
                            financial officer and  a vice  president of
                            the Corporation. 











                                        2
PAGE
<PAGE>





       Frank Jungers        Mr. Jungers, 69, has been a director of the
                            Corporation  since   January  1996.     Mr.
                            Jungers has been a self-employed consultant
                            on business and energy  matters since 1977.
                            In addition, he was vice chairman of Riedel
                            Environmental Technologies, Inc.  from July
                            1989 to October  1991 and was  president of
                            that company from  January 1989  until July
                            1989.  Mr.  Jungers is  also a  director of
                            The AES  Corporation,  Donaldson,  Lufkin &
                            Jenrette,   Georgia-Pacific    Corporation,
                            Thermo   Electron    and    Thermo   Ecotek
                            Corporation.

       Anthony          J.  Mr. Pellegrino, 56, has  been a director of
       Pellegrino           the Corporation since its inception in June
                            1995.  Mr. Pellegrino  has been director of
                            corporate   development    of    ThermoTrex
                            Corporation   ("ThermoTrex"),    a   Thermo
                            Electron  subsidiary  which,   among  other
                            things,   manufactures    mammography   and
                            needle-biopsy systems and  supplies general
                            x-ray equipment, since March 1997 and was a
                            senior vice president of  that company from
                            July 1995  to March  1997.   For  more than
                            five years  prior to  1995,  Mr. Pellegrino
                            served as the  chief executive  officer and
                            chairman of  LORAD  Corporation,  a company
                            acquired  in  1992  by   ThermoTrex.    Mr.
                            Pellegrino is also a director of ThermoLase
                            Corporation and Trex Medical Corporation.
       Michael E. Porter    Dr. Porter, 49, has been  a director of the
                            Corporation since  November 1995.    He has
                            been the C. Roland Christensen Professor of
                            Business  Administration  at   the  Harvard
                            Business School  since 1990,  and  has held
                            various teaching  positions at  the Harvard
                            Business School since 1973.   Dr. Porter is
                            also a director  of Alpha-Beta Technologies
                            Inc.    and     Parametric     Technologies
                            Corporation.













                                        3
PAGE
<PAGE>





       Arvin H. Smith       Mr. Smith, 67,  has been a  director of the
                            Corporation since  its inception  in August
                            1994 and  was  chairman of  the  board from
                            August 1994 to  June 1995.   Mr.  Smith has
                            been  the   chief  executive   officer  and
                            chairman of the board  of Thermo Instrument
                            since 1986  and  March  1997, respectively,
                            and  also  was  the   president  of  Thermo
                            Instrument from 1986 to March 1997.  He has
                            been an executive vice  president of Thermo
                            Electron since 1991  and was a  senior vice
                            president of Thermo  Electron from  1986 to
                            1991. Mr.  Smith  is  also  a  director  of
                            Thermedics   Inc.,    Thermo    BioAnalysis
                            Corporation,  Thermo   Instrument,   Thermo
                            Power Corporation,  ThermoQuest Corporation
                            and ThermoSpectra Corporation.

       Committees of the Board of Directors and Meeting

            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
       Dr. Porter  (Chairman)  and Mr.  Jungers.     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  Mr.
       Jungers (Chairman) and Dr. Porter . The Human Resources Committee
       reviews  the  performance  of   senior  members  of   management,
       recommends   executive   compensation    and   administers    the
       Corporation's stock  option  and other  stock-based  compensation
       plans. The Corporation  does not have  a nominating committee  of
       the Board of Directors.  The Board of  Directors met five  times,
       the Audit Committee  met once and  the Human Resources  Committee
       met six times during fiscal 1996. Each director attended at least
       75% of all meetings of the  Board of Directors and Committees  on
       which he served held during fiscal 1996.

       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  $4,000 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
       directors' fees is made quarterly.  Dr. Chapman, Dr. Hatsopoulos,
       Mr. Pellegrino and Mr. Smith are all employees of Thermo Electron
       or its subsidiaries and do not receive any cash compensation from
       the Corporation for their services  as directors.  Directors  are
                                        4
PAGE
<PAGE>





       also reimbursed for out-of-pocket expenses incurred in  attending
       such meetings.
        
            Deferred Compensation Plan
            Under  the  Corporation's  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 Thermo Instrument 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  Thermo
       Instrument 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 the Corporation's Common Stock. When payable, amounts deferred
       may be disbursed  solely in  shares of  Common Stock  accumulated
       under the Deferred Compensation Plan.   A total of 75,000  shares
       of Common  Stock  have  been  reserved  for  issuance  under  the
       Deferred Compensation Plan.  As of March 1, 1997, deferred  units
       equal to 1,247.64 shares of  Common Stock were accumulated  under
       the Deferred Compensation Plan.   


            Directors Stock Option Plan
            The  Corporation's   directors   stock  option   plan   (the
       "Directors Plan")  provides for  the grant  of stock  options  to
       purchase shares of  common stock  of the  Corporation to  outside
       directors  as  additional  compensation  for  their  service   as
       directors.  The Directors  Plan provides for  the grant of  stock
       options upon a director's  initial appointment and, beginning  in
       2000, awards options to purchase 1,000 shares annually to outside
       directors.  A total of 225,000  shares of Common Stock have  been
       reserved for issuance under the Directors Plan.

            Under the Directors Plan, each outside director was  granted
       an option  to purchase  45,000 shares  of Common  Stock upon  the
       effective date of the Corporation's initial public offering.  The
       size of  awards  to  new  directors appointed  to  the  Board  of
       Directors after  1996  is reduced  by  11,250 shares  each  year.
       Outside directors  who join  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 exercisable six months
                                        5
PAGE
<PAGE>





       after the date of grant.   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  any   other  Thermo  Electron   company.     The
       restrictions and repurchase  rights lapse or  are deemed to  have
       lapsed in equal  annual installments of  11,250 shares per  year,
       starting with the first anniversary  of the grant date,  provided
       the director  has  continuously  served  as  a  director  of  the
       Corporation or any other Thermo Electron company since the  grant
       date.  These options expire on the fifth anniversary of the grant
       date, unless the director dies or otherwise ceases to serve as  a
       director of the Corporation or any other Thermo Electron  company
       prior to that date.

            Outside directors  will  also  receive an  annual  grant  of
       options to purchase 1,000 shares of Common Stock, commencing with
       the Annual meeting of the Stockholders  to be held in 2000.   The
       annual grant will be made at the close of business on the date of
       each Annual meeting  of the  Stockholders of  the Corporation  to
       each outside director  then holding office.   Options  evidencing
       annual grants may  be exercised at  any time from  and after  the
       six-month anniversary of the grant  date of the option and  prior
       to the expiration of the option  on the third anniversary of  the
       grant date.  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 grant date.

            The exercise price for  options granted under the  Directors
       Plan is the average of the closing prices of the common stock  as
       reported on  the  American  Stock Exchange  (or  other  principal
       market on which  the common stock  is then traded)  for the  five
       trading days preceding and  including the date  of grant, or,  if
       the shares are not then traded, at the last price per share  paid
       by third  parties  in an  arms-length  transaction prior  to  the
       option grant.  As  of March 1, 1997,  options to purchase  90,000
       shares had been granted under the Directors Plan, no options  had
       lapsed, and options  to purchase 135,000  shares of Common  Stock
       were available for grant under the Directors Plan. 

       Stock Ownership Policies for Directors

            During 1996, the Human Resources  Committee of the Board  of
       Directors (the "Committee")  established a  stock holding  policy
       for directors.   The stock holding policy requires each  director
       to hold a minimum of 1,000 shares of Common Stock.  Directors are
       requested to  achieve this  ownership level  by the  1998  Annual
       meeting of  Stockholders.    Directors  who  are  also  executive
       officers of  the  Corporation  are  required  to  comply  with  a
       separate stock  holding policy  established by  the Committee  in
       1996, which  is  described  in  "Committee  Report  on  Executive
       Compensation - Stock Ownership Policies."
                                        6
PAGE
<PAGE>






            In  addition,  the  Committee  adopted  a  policy  requiring
       directors to hold shares of the Corporation's Common Stock  equal
       to one-half of their net option  exercises over a period of  five
       years.  The net option exercise is determined by calculating  the
       number of shares acquired upon exercise of a stock option,  after
       deducting the number  of shares  that could have  been traded  to
       exercise the option and the number of shares that could have been
       surrendered to satisfy  tax withholding obligations  attributable
       to the exercise of the option.  This policy is also applicable to
       executive officers.

                                STOCK OWNERSHIP

            The following table sets  forth the beneficial ownership  of
       Common Stock, as well as  the common stock of Thermo  Instrument,
       the Corporation's parent company, and of Thermo Electron,  Thermo
       Instrument's parent company, as of March 1, 1997, 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, (iii) each executive officer named  in
       the summary  compensation  table  under  the  heading  "Executive
       Compensation"  and  (iv)  all  directors  and  current  executive
       officers as a group.

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

       


<TABLE>

<CAPTION>



                                ThermoQuest      Thermo        Thermo
                                               Instrument     Electron

               Name (1)         Corporation   Systems Inc.   Corporation
               --------         -----------   ------------   -----------
                                    (2)           (3)            (4)
                                    ---           ---            ---
        <S>                    <C>           <C>           <C>
        Thermo Instrument          45,000,000           N/A           N/A
        Systems Inc. (5)

        Richard W. K. Chapman         240,650       139,087        82,126
        George N. Hatsopoulos          90,000       143,314     3,523,079
        Frank Jungers                  45,565        52,568       245,754
        Anthony J. Pellegrino          91,000             0       115,875
        Michael E. Porter              92,181             0         2,000
        Arvin H. Smith                 90,000       431,653       513,038
        Philip L. Warren               85,000        59,935        21,518
        All Directors and
        current executive
          officers as a group         832,496       926,467     5,175,156




       (1)  Except as reflected in the  footnotes to this table,  shares
            beneficially owned consist of shares owned by the  indicated
            person or by that person  for the benefit of minor  children
            and all share ownership includes sole voting and  investment
            power. 
        
       (2)  Shares  of  the  Common  Stock  beneficially  owned  by  Dr.
            Chapman, Dr. Hatsopoulos, Mr.  Jungers, Mr. Pellegrino,  Dr.
            Porter,  Mr.  Smith,  Mr.  Warren  and  all  directors   and
            executive officers  as  a  group  include  225,000,  90,000,
            45,000, 90,000, 90,000, 90,000,  75,000 and 801,000  shares,
            respectively, that such  person or  group has  the right  to
            acquire within  60  days  of  March  1,  1997,  through  the
            exercise of stock options. Shares  of Common Stock owned  by
            Mr. Jungers,  Dr. Porter  and  all directors  and  executive
            officers as a group include  565, 681 and 1,246 full  shares
            allocated  through  March  1,  1997,  to  their   respective
            accounts maintained pursuant  to the Corporation's  deferred
                                        7
PAGE
<PAGE>





            compensation plan for directors.   No director or  executive
            officer beneficially owned more than 1% of the Common  Stock
            outstanding as of March 1, 1997; all directors and executive
            officers as a group beneficially  owned 1.79% of the  Common
            Stock outstanding as of such date. 

       (3)  Shares of the common stock of Thermo Instrument beneficially
            owned by  Dr. Chapman,  Dr.  Hatsopoulos, Mr.  Jungers,  Mr.
            Smith, Mr. Warren and  all directors and executive  officers
            as a group include 121,287, 93,750, 13,809, 234,375,  30,375
            and 574,221 shares, respectively, that such person or  group
            had the right to acquire within 60 days after March 1, 1997,
            through the exercise of stock options. Shares of the  common
            stock  of  Thermo  Instrument  beneficially  owned  by   Dr.
            Hatsopoulos, Mr.  Smith  and  all  directors  and  executive
            officers as  a  group include  529,  516 and  1,984  shares,
            respectively, allocated  through  March 1,  1997,  to  their
            respective accounts maintained pursuant to Thermo Electron's
            employee stock ownership  plan  (the  "ESOP"), of which  the
            trustees, who  have investment  power over  its assets,  are
            executive officers  of Thermo  Electron.   Shares of  common
            stock of Thermo Instrument beneficially owned by Mr. Jungers
            and all directors and executive officers as a group  include
            12,200 full shares  allocated through March  1, 1997 to  Mr.
            Junger's account maintained pursuant to Thermo  Instrument's
            deferred compensation plan for directors.     Shares of  the
            common stock of Thermo Instrument beneficially owned by  Mr.
            Jungers includes 543 shares held  by his spouse.  Shares  of
            the common stock of Thermo Instrument beneficially owned  by
            Dr. Hatsopoulos includes  21,368 shares held  by his  spouse
            and 50  shares  allocated  to  the  account  of  his  spouse
            maintained  pursuant  to  the  ESOP.    The  directors   and
            executive officers of the  Corporation did not  individually
            or as a group  beneficially own more than  1% of the  common
            stock of Thermo Instrument outstanding as of March 1, 1997.
        
       (4)  The shares of the common  stock of Thermo Electron shown  in
            the table  reflect  a  three-for-two  split  of  such  stock
            distributed in  June  1996  in  the  form  of  a  50%  stock
            dividend. Shares  of the  common  stock of  Thermo  Electron
            beneficially owned  by  Dr. Chapman,  Dr.  Hatsopoulos,  Mr.
            Jungers, Mr.  Pellegrino,  Mr.  Smith, Mr.  Warren  and  all
            directors and executive officers as a group include  80,284,
            1,510,300, 9,375,  115,875,  222,411, 19,386  and  2,484,890
            shares, respectively,  that such  person  or group  has  the
            right to acquire within  60 days of  March 1, 1997,  through
            the exercise of stock options. Shares of the common stock of
            Thermo Electron beneficially owned  by Dr. Hatsopoulos,  Mr.
            Smith and all  directors and executive  officers as a  group
            include 2,317, 1,717  and 7,292  full shares,  respectively,
            allocated to  accounts  maintained  pursuant  to  the  ESOP.
            Shares beneficially owned by Dr. Hatsopoulos include  89,601
            shares held by  his spouse,  168,750 shares held  by a  QTIP
            trust of which his spouse is the trustee, 39,937 shares held
                                        8
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<PAGE>





            by a family trust of which his spouse is the trustee and 153
            shares allocated  to the  account of  his spouse  maintained
            pursuant to  the ESOP.   No  director or  executive  officer
            beneficially owned  more  than 1%  of  the common  stock  of
            Thermo Electron outstanding as of March 1, 1997, except  for
            Dr. Hatsopoulos, who beneficially  owned 2.3% of such  stock
            as of such date; all  directors and executive officers as  a
            group beneficially owned  approximately 3.4%  of the  Thermo
            Electron common stock outstanding as of such date. 
                
       (5)  As of March  1, 1997, Thermo  Instrument beneficially  owned
            92.9% of the outstanding  Common Stock. Thermo  Instrument's
            address is  1275  Hammerwood Avenue,  Sunnyvale,  California
            94089.  As of March 1, 1997, Thermo Instrument had the power
            to elect all of  the members of  the Corporation's Board  of
            Directors.  Thermo Instrument is a majority owned subsidiary
            of Thermo  Electron and  therefore, Thermo  Electron may  be
            deemed a  beneficial owner  of the  shares of  Common  Stock
            beneficially owned by  Thermo Instrument.   Thermo  Electron
            disclaims beneficial ownership of these shares.

       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 1996, except
       in the following instances.  The Form 3 for Mr. Paul F.  Kelleher
       was omitted from the original filings for all executive  officers
       at the time of the Corporation's initial public offering and  was
       filed in February 1997.  Thermo Instrument, the beneficial  owner
       of more than 10% of the  Common Stock, filed three Forms 4  late,
       reporting a total of four  transactions, consisting of one  grant
       of an employee stock  option to purchase  shares of Common  Stock
       and the lapse  of three  such options without  exercise.   Thermo
       Electron, the  parent company  of Thermo  Instrument, filed  five
       Forms 4 late, reporting a total of 11 transactions, including the
       four transactions reported by Thermo Instrument, as well as, four
       open market purchases,  two exercises of  employee stock  options
       and one additional lapse of such options without exercise. 

                            EXECUTIVE COMPENSATION

       Note:  All share amounts reported below, in all cases, have  been
       adjusted as  applicable to  reflect a  three-for-two stock  split
       with respect to the common  stock of Thermo Electron  distributed
       in June 1996 in the form of a 50% stock dividend.

       Summary Compensation Table

                                        9
PAGE
<PAGE>





            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 and one other  most
       highly compensated  executive officer  for  the last  two  fiscal
       years.  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. 
        
            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
                                Annual        Options
                              Compensation    (No. of 
   Name and         Fiscal    ------------    Shares and    All Other
Principal Position   Year     Salary   Bonus  Company)(1)   Compensation(2)
 ------------------   ----    ------   -----  ------------   -------------
                                                           
                                                           

        <S>            <C>    <C>     <C>        <C>     <C>    <C>    <c
Richard W. K.Chapman   1996   $170,000$125,000   225,000 (TMQ)  $6,130 (3)
President & Chief                                    150 (TMO)
 Executive Officer                                30,000 (TBA)
                                                   2,000 (TFG)
                                                   2,000 (TLT)

                                                  15,000 (TOC)
                                                   2,000 (TSR)

                                                   4,000 (TXM)
                      1995   $159,494 $95,000      -- --        $6,749
Philip L. Warren      1996   $152,817 $80,000     75,000 (TMQ)  $3,849 (3)
 Vice President                                   11,250 (TOC)
                      1995   $146,931 $50,000     15,000 (TMO)
                                                   1,000 (TBA)


                                                           

       (1)  Options granted  by the  Corporation are  designated in  the
            table as "TMQ."  In  addition, the named executive  officers
            have also been granted options  to purchase common stock  of
            the following Thermo Electron companies from time to time as
            part of  Thermo Electron's  stock  option program:    Thermo
            BioAnalysis Corporation (designated  in the  table as  TBA),
            Thermo Electron  (designated in  the table  as TMO),  Thermo
            Fibergen Inc. (designated in  the table as TFG),  ThermoLyte
            Corporation (designated in the  table as TLT), Trex  Medical
            Corporation  (designated  in  the  table  as  TXM),   Thermo
            Instrument (designated in  the table as  THI), Thermo  Optek
            Corporation (designated  in the  table  as TOC)  and  Thermo
            Sentron, Inc. (designated in the table as TSR).

       (2)  Represents the amount of matching contributions made by  the
            individual's  employer  on  behalf  of  executive   officers
            participating in  the  401(k) plan  maintained  by  Finnigan
            Corporation, a subsidiary of the Corporation. 

       (3)  In addition  to the  matching  contribution referred  to  in
            footnote (2), such amount includes $3,443 and $1,853,  which
            represents  the  amount  of  compensation  attributable   to
            interest-free loan provided to  Dr. Chapman and Mr.  Warren,
            respectively, pursuant  to  the  Corporation'sstock  holding
            assistance plan.  See "Relationship with Affiliates -  Stock
            Holding Assistance Plan."

       Stock Options Granted During Fiscal 1996

                                       10
PAGE
<PAGE>





            The  following  table  sets  forth  information   concerning
       individual grants of stock options made during fiscal 1996 to the
       Corporation's  chief  executive  officer  and  the  other   named
       executive officer.  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. 

       


</TABLE>
<TABLE>

<CAPTION>

                                   Option Grants in Fiscal 1996


                                                                     Potential Realizable
                                       Percent of                      Value at Assumed

                                          Total                      Annual Rates of Stock
                                         Options
                           Number of   Granted to  Exercise         Price Appreciation for
                           Securities
                           Underlying   Employees   Price   Expir-      Option Term (2)
                            Options        in        Per    ation 

        Name              Granted (1)  Fiscal Year  Share    Date       5%         10%
                          -----------  -----------  -----    ----       --         ---
        <S>              <C>     <C>   <C>     <C> <C>     <C>      <C>        <C>

        Richard W. K.     225,000(TMQ)    12.3%     $13.00 01/10/08  $2,328,750  $6,255,000
        Chapman
                              150(TMO)    0.01%(3)  $42.79 05/22/99      $1,011      $2,124

                           30,000(TBA)     3.7%(3)  $10.00 01/31/08    $238,800    $641,400

                            2,000(TFG)     0.4%(3)  $10.00 09/12/08     $15,920     $42,760

                            2,000(TLT)     0.6%(3)  $10.00 03/11/08     $15,920     $42,760

                           15,000(TOC)     0.5%(3)  $12.00 04/11/08    $143,250    $384,900

                            2,000(TSR)     0.4%(3)  $14.00 03/11/08     $22,280     $59,880

                            4,000(TXM)     0.2%(3)  $11.00 03/11/08     $35,000     $94,080


        Philip L. Warren   75,000(TMQ)     4.1%     $13.00 01/10/08    $776,250  $2,085,000

</TABLE>

        
       (1)  The options granted during  the fiscal year are  immediately
            exercisable, except options to purchase of the common  stock
            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  such  corporation or  any  other
            Thermo  Electron  company.  The  granting  corporation   may
            exercise its repurchase rights  within six months after  the
            termination of  the  optionee's employment.    For  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
            permit the  holder of  options to  exercise 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.
                                       11
PAGE
<PAGE>






       (3)  These  options  were  granted   under  stock  option   plans
            maintained by  Thermo  Electron  companies  other  than  the
            Corporation and accordingly are reported as a percentage  of
            total options granted  to employees of  Thermo Electron  and
            its subsidiaries. 

       Stock Options Exercised During Fiscal 1996

            The following  table reports  certain information  regarding
       stock option exercises during  fiscal 1996 and outstanding  stock
       options held at the end of fiscal 1996 by the Corporation's chief
       executive officer  and the  other named  executive officer.    No
       stock appreciation  rights  were exercised  or  were  outstanding
       during fiscal 1996.

       




<TABLE>

<CAPTION>

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


                                                            Number of
                                                           Unexercised
                                                        Options at Fiscal      Value of
                                       Shares                Year-End         Unexercised
                                      Acquired  Value     (Exercisable/      In-the-Money
                                         on
        Name             Company      Exercise RealizedUnexercisable) (1)  Options
        <S>              <C>          <C>      <C>     <C>       <C>   <C> <C>       <C>

        Richard W. K.    ThermoQuest       --       --   225,000 /0               $0 /0  <C>
        Chapman (2)

                         Thermo            --       --       150 /0                  /0
                         Electron

                         Thermo            --       --    30,000 /0          $93,750 /0
                         BioAnalysis

                         Thermo            --       --     2,000 /0           $1,500 /0
                         Fibergen

                         ThermoLyte        --       --         0 /2,000           $0 /0  (4)

                         Thermo Optek      --       --    15,000 /0               $0 /0

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

                         Trex Medical      --       --     4,000 /0           $6,500 /0


        Philip L. Warren ThermoQuest       --       --    75,000 /0               $0 /--

                         Thermo          2,362  $63,445   19,386 /0    (3)  $179,393 /--
                         Electron

                         Thermo            --       --     1,000 /0           $3,125 /--
                         BioAnalysis

                         Thermo            --       --     3,375 /0          $20,250 /--
                         Fibertek

                         Thermo            --       --    30,375 /0         $596,451 /--
                         Instrument

                         Thermo Optek      --       --    11,250 /0               $0 /--

                         Thermo-           200   $1,100      800 /0           $1,500 /--
                         Spectra

</TABLE>



       (1)  All of the options  reported outstanding at  the end of  the
            fiscal year  are immediately  exercisable as  of the  fiscal
            year-end, except  options to  purchase the  common stock  of
            ThermoLyte Corporation, 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  any
            other Thermo Electron company. The granting corporation  may
            exercise its repurchase rights  within six months after  the
            termination of  the  optionee's employment.    For  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 a 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
            permit the holder of such options to exercise options and to
            satisfy tax withholding  obligations by surrendering  shares
            equal  in  fair  market  value  to  the  exercise  price  or
            withholding obligation. 
        
       (2)  Dr. Chapman  also  holds  unexercised  options  to  purchase
            common stock of Thermo  Electron and its subsidiaries  other
            than the Corporation.  These  options are not reported  here
                                       12
PAGE
<PAGE>





            as they were  granted as compensation  for service to  other
            Thermo Electron companies  in capacities other  than in  his
            capacity as chief executive officer of the Corporation.

       (3)  Options to purchase  15,000 shares  of the  common stock  of
            Thermo Electron granted to  Mr. Warren   are subject to  the
            same terms as  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 optionee'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. 

       (4)  No public  market for  the shares  underlying these  options
            existed at fiscal year-end.  Accordingly, no value in excess
            of the exercise price has been attributed to these options.

                         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  subsidiaries,  and
       Thermo  Instrument  has   created  the   Corporation  and   other
       subsidiaries as publicly held, majority-owned subsidiaries and   
       privately held majority-owned  subsidiaries. From  time to  time,
       Thermo  Electron   and  its   subsidiaries  will   create   other
       majority-owned subsidiaries as part of its spinout strategy. (The
       Corporation  and  such  other    majority-owned  Thermo  Electron
       subsidiaries  are  hereinafter   referred  to   as  the   "Thermo
       Subsidiaries.") 
        
            Thermo  Electron  and  each   of  the  Thermo   Subsidiaries
       recognize that the  benefits and support  that derive from  their
       affiliation  are   essential   elements   of   their   individual
       performance. Accordingly, Thermo Electron and each of the  Thermo
       Subsidiaries 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
       stockholders 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
                                       13
PAGE
<PAGE>





       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 financial  planning and  providing other  banking  and
       credit services.  Pursuant to  the Charter,  Thermo Electron  may
       also provide  guarantees  of debt  or  other 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 determining  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, can 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
       procedures applicable to the Thermo Group.  A withdrawal from the
       Charter automatically terminates the corporate services agreement
       and tax  allocation  agreement (if  any)  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, the  Corporation  and  Thermo
       Electron have entered  into a Corporate  Services Agreement  (the
       "Services Agreement")  under  which Thermo  Electron's  corporate
       staff provides certain administrative services, including certain
                                       14
PAGE
<PAGE>





       legal advice  and  services, risk  management,  employee  benefit
       administration,  tax  advice  and  preparation  of  tax  returns,
       centralized cash management and  financial and other services  to
       the Corporation. The Corporation was assessed an annual fee equal
       to 1.0%  of the  Corporation's revenues  for these  services  for
       fiscal 1996.  The fee is reviewed annually and may be changed  by
       mutual agreement of the Corporation and Thermo Electron.   During
       fiscal 1996, Thermo Electron assessed the Corporation  $3,138,000
       in fees under  the Services Agreement.  Management believes  that
       the charges under the Services Agreement are reasonable and  that
       the terms of the Services Agreement are fair to the  Corporation.
       For items such as employee benefit plans, insurance coverage  and
       other identifiable costs, Thermo Electron charges the Corporation
       based on charges  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.   During fiscal  1996
       these transactions included the following:

            The Corporation acts as a distributor of certain products of
       Thermo BioAnalysis  Corporation  ("Thermo BioAnalysis"),  is  the
       exclusive distributor  of such  company's MALDI-TOF  products  in
       Japan and  is the  exclusive distributor  of its  CE products  in
       countries where the Corporation  maintains a direct sales  force.
       In consideration of such  arrangements, Thermo BioAnalysis  sells
       the Corporation such products  at discounted rates negotiated  by
       the parties.  The Corporation is responsible for all installation
       and  warranty   labor  obligations   at  its   expense.     These
       arrangements may be  terminated on  not less  than three  months'
       notice by either party.  For  the fiscal year ended December  28,
       1996, Thermo  BioAnalysis  sold  $1,974,000 of  products  to  the
       Corporation  under  these  arrangements.    In  addition,  Thermo
       BioAnalysis pays the  Company a finder's  fee for each  qualified
       lead that  generates an  order for  its MALDI-TOF  products  from
       customers in the United States and Europe.

            Thermo BioAnalysis has also entered into an arrangement with
       the Corporation whereby the  Corporation provides assembly  labor
                                       15
PAGE
<PAGE>





       for Thermo BioAnalysis' CE products  on a contract basis.   Under
       this  arrangement,  the  Corporation  assembles  instruments   as
       required by Thermo BioAnalysis for a  charge based on the sum  of
       the Corporation's  actual cost  of  materials and  the  allocable
       portion of its labor, overhead and other indirect expenses.   For
       the fiscal year ended December 28, 1996,  Thermo BioAnalysis paid
       the Corporation approximately $468,000 under this arrangement.

            The Corporation acts as  a distributor in various  countries
       outside the United  States for certain  products manufactured  by
       various wholly owned subsidiaries  of Thermo Instrument, as  well
       as for certain  products manufactured by  Thermo BioAnalysis  and
       Thermo Optek  Corporation ("Thermo  Optek"), each  majority-owned
       subsidiaries of Thermo  Instrument.   For the  fiscal year  ended
       December  28,  1996,  the  Corporation  purchased   approximately
       $1,071,000 of the  wholly owned  Thermo Instrument  subsidiaries'
       products, approximately $69,000 of Thermo BioAnalysis'  products,
       and approximately  $1,427,000 of  Thermo Optek's  products  under
       these arrangements.

            Thermo Optek and various wholly owned subsidiaries of Thermo
       Instrument act as distributors  for certain of the  Corporation's
       products in various countries outside the United States.  For the
       fiscal year  ended  December  28, 1996,  Thermo  Optek  purchased
       approximately $3,807,000 of  the Corporation's  products and  the
       wholly   owned   Thermo    Instrument   subsidiaries    purchased
       approximately $7,088,000  of  the  Corporation's  products  under
       these arrangements.

            Certain of the Company's products incorporate circuit boards
       and other equipment manufactured by Thermo Optek.  For the fiscal
       year  ended  December   28,  1996,   the  Corporation   purchased
       approximately $5,924,000 of  Thermo Optek's  products under  this
       arrangement.   In addition,  Tecomet Inc.  ("Tecomet"), a  wholly
       owned subsidiary of Thermo  Electron, manufactures certain  parts
       of the Company's quadrupole mass  spectrometers.  For the  fiscal
       year  ended  December   28,  1996,   the  Corporation   purchased
       approximately  $1,135,000  of   Tecomet's  products  under   this
       arrangement.

            As of December 28, 1996, $152,063,000 of the Company's  cash
       equivalents were invested in  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  U.S.
       government agency securities, corporate notes, commercial  paper,
       money market  funds,  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.

       Stock Holding Assistance Plan
                                       16
PAGE
<PAGE>






            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  these  individuals  to  purchase
       Common Stock in  the open  market.  In  1996, Dr.  Richard W.  K.
       Chapman, the Corporation's  chief executive  officer, received  a
       loan in the principal  amount of $210,653.50  under this plan  to
       purchase 15,000 shares of common stock, Mr. Philip L. Warren, the
       Corporation's vice president,  received a loan  in the  principal
       amount of $139,881.57 under this  plan to purchase 10,000  shares
       of common  stock  and Mr.  Daniel  T. Feeney,  the  Corporation's
       controller, received a  loan in the  principal amount of  $71,495
       under this plan to purchase 5,000  shares of common stock.   Each
       loan is payable on demand and requires that 20% of the  principal
       amount of  the loan  be repaid  from the  bonus payable  to  each
       officer in each of the next  five years until the loan is  repaid
       in full,  unless  otherwise  determined by  the  Human  Resources
       Committee of  the Corporation's  Board of  Directors,  commencing
       with the bonus payment in 1997 for calendar 1996 performance.


       AA971050006