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 January 1, 2000

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

                                      Commission file number 1-14254

                                           THERMO SENTRON INC.
                          (Exact name of Registrant as specified in its charter)

Delaware                                                 41-1827303
(State or other jurisdiction of
incorporation or organization)              (I.R.S. Employer Identification No.)

501 90th Avenue N.W.
Minneapolis, Minnesota                                      55433
(Address of principal executive offices)                 (Zip Code)

           Registrant's telephone number, including area code: (781) 622-1000

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

      Title of each class          Name of 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, 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 28, 2000, was approximately $18,308,000.

As of January 28, 2000, the Registrant had 9,446,714 shares of Common Stock
outstanding.

                     DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of Form 10-K will be filed as part of an
amendment to this Form 10-K no later than 120 days after January 1, 2000, and
such information is incorporated by reference from such filing.


<PAGE>
                                PART I

Item 1.  Business

(a)   General Development of Business

      Thermo Sentron Inc. (the Company or the Registrant) designs, develops,
manufactures, and markets high-speed precision-weighing and inspection equipment
for industrial production and packaging lines. The Company's business is managed
geographically and operates in three segments based on the locations from which
they conduct business: North America, Europe, and Other, which principally
consists of Australia, New Zealand, and South Africa. Each of the Company's
segments serves two principal markets: packaged goods and bulk materials. The
Company's products for the packaged-goods market include a broad line of
checkweighing equipment and metal detectors that can be integrated at various
stages in production lines for process control and quality assurance, as well as
hot foil and thermal printers and X-ray inspection equipment. In June 1998, the
Company acquired the three businesses that constituted the product-monitoring
group of Graseby Limited (the product-monitoring businesses), a subsidiary of
Smiths Industries plc, for $44.0 million in cash, net of cash acquired, and the
assumption of certain liabilities. The product-monitoring businesses design,
manufacture, and distribute specialized packaged-goods equipment, including
checkweighers and metal detectors, for the food and pharmaceutical industries.
The Company's bulk-materials product line includes conveyor-belt scales, solid
level-measurement and conveyor-monitoring systems, sampling systems, and
small-capacity feeders.

      The Company was incorporated in Delaware in November 1995 as a wholly
owned subsidiary of Thermedics Inc., a publicly traded subsidiary of Thermo
Electron Corporation. As of January 1, 2000, Thermedics owned 6,999,250 shares
of the Company's common stock, representing 74% of such stock outstanding. In
addition to the Company's products, Thermedics develops, manufactures, and
markets electrochemistry and microweighing products, on-line product
quality-assurance systems, instruments to test electronics and semiconductors
and a range of power products, security devices, implantable heart-assist
systems, whole-blood coagulation testing equipment, skin-incision devices, and
other biomedical products. Thermedics is a 76%-owned subsidiary of Thermo
Electron. As of January 1, 2000, Thermo Electron owned 1,171,907 shares of the
Company's common stock, representing 12% of such stock outstanding. Thermo
Electron develops, manufactures, and sells measurement and detection instruments
used in virtually every industry to monitor, collect, and analyze data that
provide knowledge for the user. For example, Thermo Electron's powerful analysis
technologies help researchers sift through data to unlock the mysteries of DNA
or develop new drugs; allow manufacturers to fabricate ever-smaller components
required to carry greater amounts of information, faster; or monitor and control
industrial processes on-line to ensure that critical quality standards are met
efficiently.

      On March 3, 2000, Thermedics commenced a cash tender offer for any and all
of the outstanding shares of Company common stock at $15.50 per share. This
action is part of a major reorganization plan under which Thermo Electron will
spin in, spin off, and sell various businesses to focus only on its core
measurement and detection businesses. Thermedics has conditioned the tender
offer on receiving acceptances from holders of enough shares so that, when
combined with its and Thermo Electron's current share ownership, Thermedics'
ownership of the Company will reach at least 90%. If Thermedics achieves this
90%-ownership threshold, it will acquire all remaining outstanding shares of
Company common stock through a "short-form" merger in Delaware. Shareholders who
do not tender shares to Thermedics during the tender offer would also receive
$15.50 per share in cash for their stock in the short-form merger.

      The tender offer and proposed subsequent short-form merger require
Securities and Exchange Commission clearance of necessary filings; a short-form
merger would not require approval by the Company's Board of Directors or
shareholders. If Thermedics successfully obtains ownership of at least 90% of
the outstanding shares of Company common stock, it expects to complete the
spin-in by the end of the second quarter of 2000.


                                       2
<PAGE>
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 heading
"Forward-looking Statements" in the Registrant's 1999* Annual Report to
Shareholders, which statements are incorporated herein by reference.

(b)   Financial Information About Segments

      Financial information concerning the Company's segments is summarized in
Note 9 to Consolidated Financial Statements in the Registrant's 1999 Annual
Report to Shareholders, which information is incorporated herein by reference.

(c)   Description of Business

Products for Packaged Goods

      Sales of products for the packaged-goods market represented approximately
62% of the Company's total revenues in 1999. These products are sold primarily
to customers in the food-processing, pharmaceutical, mail-order, and other
diverse industries.

      Checkweighing Equipment. The Company's checkweighing products weigh,
classify, and reject packages moving at high speeds (more than 600 packages per
minute) with accuracy to within three grams. The Company also offers
checkweighing products that are accurate to the 50-milligram level for
pharmaceutical and other high-accuracy applications. By assuring that packages
contain designated quantities of materials, the Company's checkweighing
equipment is used to satisfy customer demand and regulatory requirements for
quality standards, to improve productivity by minimizing product giveaway, and
to protect the value associated with customers' brand names.

      The Company has developed customized weighing solutions suitable for
particular applications, such as retrofitting packaging lines in response to
changes in package size, type, and design.

      The Company produces a complete line of electronic in-line checkweighing
products ranging from devices designed solely to reject underweight products, to
sophisticated machines with comprehensive statistical data-collection and
production-monitoring capabilities, allowing customers to monitor the deviation
from target weight, the number of rejections, and the amount of product
giveaway.

      Metal Detectors. Metal detectors are used to inspect packaged products for
metal contaminants. The Company offers metal detectors capable of detecting a
small metal particle (approximately one millimeter in diameter) in a package
moving on a conveyor belt at speeds in excess of 300 feet per minute.

      The Company's patented self-testing technology for use with
metal-detection products allows an operator to program a metal detector to
automatically route a metal test sphere through the device at preset intervals,
without operator assistance or interruption to the production process. The
results of these tests can be tracked by computer and incorporated into quality-
and process-control reports.
--------------------
*  References to 1999, 1998, and 1997 herein are for the fiscal years ended
   January 1, 2000, January 2, 1999, and January 3, 1998, respectively.



                                       3
<PAGE>

      Hot Foil and Thermal Printing Equipment. The Company manufactures hot foil
and thermal printers that apply information such as bar codes, lot numbers, and
"sell by" dates to labels on food and pharmaceutical products.

      X-ray Inspection Equipment. The Company manufactures specialized equipment
that incorporates X-ray inspection technology and imaging software to detect a
wide range of contaminants in a variety of packaged goods, including foods and
pharmaceuticals.

      Other Products for Packaged Goods. Other complementary packaged-goods
products offered by the Company include various conveying and product-handling
devices to assist in the presentation of products to the Company's checkweighing
equipment and metal detectors, and the rejecting and handling of unacceptable
products from the customer's production line.

      Revenues from products for packaged goods were $66,581,000, $50,690,000,
and $28,563,000 in 1999, 1998, and 1997, respectively.

Products for Bulk Materials

      Sales of products for the bulk-materials market represented approximately
38% of the Company's total revenues in 1999. These products are sold primarily
to customers in the mining and material-processing industries, electric
utilities, and chemical and other manufacturing companies.

      Conveyor-belt Scales. A conveyor-belt scale is a device that measures the
rate at which bulk material is being conveyed and delivered on a moving conveyor
belt, as well as the total mass of material conveyed over a given time. The
Company offers a wide variety of conveyor-belt scales for use in industrial and
other applications.

      The Company's conveyor-belt scales are typically used to measure
production rates and monitor inventory, to control the rate of flow of measured
materials or other related materials for blending purposes, and to monitor
process performance. Conveyor-belt scales are used in many industries, including
mining, construction materials, power, food-processing, pulp and paper,
chemicals, and solids recycling. By eliminating a separate weighing procedure
from the production process, conveyor-belt scales are used to streamline
operations in these industries.

      The Company's conveyor-belt scales are well-suited for the weighing of
materials traveling at high speeds and for processes requiring high accuracy.
These products make use of the Company's proprietary algorithms and applications
expertise to measure material moving at speeds in excess of 10,000 tons per hour
with accuracy to within the 0.125% level. The Company's conveyor-belt scales may
also be linked to a computer for system process-control. This communications
capability is designed to assist customers in monitoring inventory, preparing
quality-control reports, and operating production lines more efficiently.

      The Company incorporates its conveyor-belt scales into short-length
conveyors called weigh-belt feeders. These products are used both to weigh
materials in motion and to adjust the speed of the conveyor belt to control the
amount of material fed in connection with a production process.

      The Company's conveyor-belt scales include models for process monitoring,
plant-control and inventory, and stock piling services, as well as
high-precision models for use in the transfer of custody of goods requiring
government-agency certification and approvals.

      Sampling Systems. Sampling systems are typically used to mechanically
extract a small amount of material (the sample) from a moving conveyor so that
the material can be taken to an analytical laboratory for testing. The Company
provides a number of different systems that extract and collect statistically
representative samples of bulk materials for quality-control purposes. The
Company's sampling systems are used at mine sites, shipping facilities, transfer
stations, steel mills, cement plants, and coal-fired power plants. The Company's
sampling systems are used by manufacturers and their customers to ensure that
products conform to desired specifications at the time of both shipment and
delivery.


                                       4
<PAGE>

      The Company offers a variety of sampling solutions, including "sweep"
samplers, which extract samples from any location on a moving conveyor belt, and
self-contained sampling units, which provide a modular approach to sampling
without expensive integration into the user's material-handling system.

      Small-capacity Feeders. The Company's small-capacity feeders are used to
feed the correct proportions of ingredients, such as powders, liquids, and
granules, during continuous production processes. Customers include companies in
the food, pharmaceutical, chemical, and plastics industries.

      Other Bulk-materials Products. The Company's solid level-measurement and
conveyor-monitoring products include safety pull, belt run-off, and tilt
switches; speed-monitoring devices; contents-monitoring systems; and grade,
slope, and material feed controls for asphalt paving machines. The Company's
other complementary bulk-material products include tramp metal detectors and
static weighing and batching equipment. These products are often incorporated
into complete weighing solutions the Company provides to its customers.

      Revenues from products for bulk materials were $41,205,000, $48,073,000,
and $50,132,000 in 1999, 1998, and 1997, respectively.

Distribution of Products

      The Company markets and distributes its products primarily through
manufacturer representatives. It also relies upon a direct sales force,
distributors, and original equipment manufacturers.

Raw Materials

      The C-level sensor used as a component of one of the Company's
bulk-materials products is supplied by a sole-source vendor. Although the
Company has not experienced any difficulty in obtaining adequate supplies from
this vendor, there can be no assurance that the vendor will be able to furnish
the Company with a sufficient number of C-level sensors to meet customer demand.
The Company believes that the unanticipated loss of this vendor would not result
in a material adverse effect on the Company's business.

Patents, Licenses, and Trademarks

      The Company's proprietary methodologies, designs, and other proprietary
intellectual rights are important to the Company's operations. The Company
relies upon a combination of patent, trade secret, nondisclosure, and other
contractual arrangements, as well as copyright and trademark laws, to protect
its proprietary rights. The Company seeks to limit access to and distribution of
its proprietary information. There can be no assurance that the steps taken by
the Company in this regard will be adequate to deter misappropriation of its
proprietary information, that the Company will be able to detect unauthorized
use and take appropriate steps to enforce its intellectual property rights, or
that competitors will not be able to develop similar technology independently.

      The Company holds issued U.S. patents expiring at various dates ranging
from 2002 to 2015. The Company also has applications pending for additional U.S.
patents and a number of foreign counterparts for its patents in various foreign
countries. In addition, the Company has certain registered and other trademarks
and is a licensee of a patent for its C-level sensors. The Company believes that
its products, trademarks, and other proprietary rights do not infringe the
proprietary rights of third parties. There can be no assurance, however, that
third parties will not assert infringement claims in the future.


                                       5
<PAGE>

Backlog

      The Company's backlog of firm orders was as follows:
<TABLE>
<CAPTION>
<S>                                                                                         <C>      <C>
(In thousands)                                                                              1999     1998
---------------------------------------------------------------------------------------- -------- --------

North America                                                                            $ 5,091   $ 7,793
Europe                                                                                     4,740     5,256
Other                                                                                        675     1,634
                                                                                         -------   -------

                                                                                         $10,506   $14,683
                                                                                         =======   =======
      Certain of these orders are cancelable by the customer upon payment of a
cancellation charge. The Company anticipates that substantially all of the
backlog at January 1, 2000, will be shipped during 2000. The decrease in backlog
primarily resulted from a decrease in demand for the Company's bulk-materials
products.

Competition

      The Company encounters and expects to continue to encounter intense
competition in the sale of its products. The Company's principal competitors in
the packaged-goods market are Ishida Scales Mfg. Co., Ltd. and Mettler-Toledo
AG. In the more fragmented bulk-materials market, the Company competes on a
worldwide basis primarily with Carl Schenck AG and Milltronics Corporation. The
Company believes that the principal competitive pressures affecting the market
for precision-weighing and inspection equipment include customer service and
support, quality and reliability, price, accuracy, ease of use, distribution
channels, technical features, compatibility with customers' manufacturing
processes, and regulatory approvals. Certain of the Company's competitors have
greater resources, manufacturing and marketing capabilities, technical staff,
and production facilities than those of the Company. As a result, they may be
able to adapt more quickly to new or emerging technologies and changes in
customer requirements, or to devote greater resources to the promotion and sale
of their products, than can the Company. Competition could increase if new
companies enter the market or if existing competitors expand their product
lines.

Research and Development

      Research and development expenses for the Company were $3,392,000,
$2,823,000, and $1,888,000 in 1999, 1998, and 1997, respectively.

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.

Number of Employees

      As of January 1, 2000, the Company employed approximately 650 people.

(d)   Financial Information About Geographic Areas

      Financial information about geographic areas is summarized in Note 9 to
Consolidated Financial Statements in the Registrant's 1999 Annual Report to
Shareholders, which information is incorporated herein by reference.
</TABLE>


                                       6
<PAGE>

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

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

        Lewis J. Ribich     55    President and Chief Executive Officer (1995)
        Theo Melas-Kyriazi  40    Chief Financial Officer (1998)
        Paul F. Kelleher    57    Chief Accounting Officer (1995)
        Daniel E. Walsh     36    Vice President, Finance (1999)

      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. Mr. Kelleher has held a comparable position for at least five years
with Thermo Electron. Mr. Ribich has been Chief Executive Officer, President,
and a Director of the Company since its inception in 1995 and was President of
Ramsey Technology Inc., the Company's predecessor, since 1990. Mr. Melas-Kyriazi
was appointed Chief Financial Officer of the Company and Thermo Electron on
January 1, 1999. He joined Thermo Electron in 1986 as Assistant Treasurer and
became Treasurer in 1988. In 1994, he was named President and Chief Executive
Officer of ThermoSpectra Corporation, a subsidiary of Thermo Instrument Systems
Inc. In 1998, he became Vice President of Corporate Strategy for Thermo
Electron. He remains a Vice President of Thermo Electron. Mr. Walsh has been
Vice President, Finance of the Company since 1999 and served as Director of
Finance of the Company from March 1998 until November 1999. He served as
Internal Audit and Tax Manager for Cowles Media Company from June 1994 to March
1998. Messrs. Melas-Kyriazi 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.

Item 2.  Properties

      The location and general character of the Company's properties by industry
segment as of January 1, 2000, are as follows:

North America

      The Company conducts its North American operations from approximately
135,000 square feet of office, manufacturing, and engineering facilities,
occupied under leases expiring at various dates through 2015.

Europe

      The Company conducts its European operations from approximately 146,000
square feet of office, manufacturing, and engineering facilities, occupied under
leases expiring at various dates through 2068.

Other

      The remainder of the Company's operations are conducted from approximately
33,000 square feet of office, manufacturing, and engineering facilities occupied
under leases expiring at various dates through 2001.

      The Company believes its facilities are in good condition and are suitable
and adequate to meet its current needs.

Item 3.  Legal Proceedings

      Not applicable.

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

      Not applicable.


                                       7
<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 1999 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 1999 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 1999 Annual Report to Shareholders and is
incorporated herein by reference.

Item 7A. Qualitative and Quantitative Disclosures About Market Risk

      The information required under this item is included under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's 1999 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 January 1, 2000,
and Supplementary Data are included in the Registrant's 1999 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.


                                     PART III

      The information required by Items 10, 11, 12, and 13 of Form 10-K will be
filed as part of an amendment to this Form 10-K no later than 120 days after
January 1, 2000, the end of the Registrant's fiscal year covered by this Form
10-K.


                                       8
<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 Comprehensive Income and Shareholders'
               Investment
          Notes to Consolidated Financial Statements
          Report of Independent Public Accountants

       Financial Statement Schedules filed herewith:

          Schedule II:  Valuation and Qualifying Accounts

       All other schedules are omitted because they are not applicable or not
       required, or because the required information is shown either in the
       financial statements or in the notes thereto.

(b)    Reports on Form 8-K

       None.

(c)    Exhibits

       See Exhibit Index on the page immediately preceding exhibits.



                                       9
<PAGE>

                                  SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date:  March 14, 2000          THERMO SENTRON INC.



                               By: /s/ Lewis J. Ribich
                                   Lewis J. Ribich
                                   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 March 14, 2000.

Signature                      Title


By:  /s/ Lewis J. Ribich       President, Chief Executive Officer, and Director
     Lewis J. Ribich


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


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


By:  /s/ Marshall J. Armstrong Director
     Marshall J. Armstrong


By:  /s/ William W. Hoover     Director
     William W. Hoover


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


By:  /s/ Donald E. Noble       Director
     Donald E. Noble


By:  /s/ Peter Richman         Director
     Peter Richman



                                       10
<PAGE>

                    Report of Independent Public Accountants

To the Shareholders and Board of Directors of Thermo Sentron Inc.:

      We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements included in Thermo Sentron Inc.'s Annual
Report to Shareholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated February 10, 2000 (except with respect to the
matter discussed in Note 12, as to which the date is March 3, 2000). 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 9 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 10, 2000



</TABLE>
                                       11
<PAGE>

SCHEDULE II

                                           THERMO SENTRON INC.
                                    Valuation and Qualifying Accounts
                                              (In thousands)

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

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

Allowance for Doubtful Accounts

Year Ended January 1, 2000                   $1,367        $  572        $(297)       $  (27)       $1,615

Year Ended January 2, 1999                   $1,083        $  260        $(794)       $  818        $1,367

Year Ended January 3, 1998                   $1,812        $   88        $(697)       $ (120)       $1,083


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

Accrued Acquisition Expenses (b)

Year Ended January 1, 2000 (c)              $   965       $ 1,691       $(1,140)     $  (408)      $ 1,108

Year Ended January 2, 1999                  $   259       $ 1,309       $ (592)      $   (11)      $   965

Year Ended January 3, 1998                  $   317       $   299       $ (357)      $     -       $   259

(a) Includes allowance of businesses acquired during the year as described in
    Note 2 to Consolidated Financial Statements in the Registrant's 1999 Annual
    Report to Shareholders and the effect of foreign currency translation.
(b) The nature of the activity in this account is described in Note 2 to
    Consolidated Financial Statements in the Registrant's 1999 Annual Report to
    Shareholders.
(c) Includes reserves established related to an acquisition completed in 1998.
(d) Represents reversal of accrued acquisition expenses and corresponding
    reduction of cost in excess of net assets of acquired companies resulting
    from finalization of restructuring plans and the effect of foreign currency
    translation.



                                       12
<PAGE>

                                        EXHIBIT INDEX
Exhibit
Number         Description of Exhibit

 2.1           Agreement dated March 13, 1998, for the sale and purchase of all
               of the issued share capital of Graseby Allen Limited, Graseby
               Product Monitoring Limited, Goring Kerr Detection Limited,
               Graseby Goring Kerr Inc., Graseby Andersen Inc., and part of the
               share capital of Allen France S.A., between Graseby Limited,
               Thermo Environmental Instruments Inc., Thermo Sentron Inc.,
               Smiths Industries plc, and Thermo Electron Corporation (filed as
               Exhibit 2.1 to the Company's Current Report on Form 8-K dated
               June 12, 1998 [File No. 1-14254] and incorporated herein by
               reference). Pursuant to Item 601(b)(2) of Regulation S-K,
               schedules and exhibits to this Agreement have been omitted. The
               Company hereby undertakes to furnish supplementally a copy of
               such schedules and exhibits to the Commission upon request.
               Certain portions of this exhibit have been omitted pursuant to a
               confidential treatment request filed with the Commission pursuant
               to Rule 24b-2 under the Securities Exchange Act of 1934.

 2.2           Amendment Agreement dated May 7, 1998, between Graseby Limited,
               Thermo Environmental Instruments Inc., Thermo Sentron Inc.,
               Smiths Industries plc, and Thermo Electron Corporation (filed as
               Exhibit 2.2 to the Company's Current Report on Form 8-K dated
               June 12, 1998 [File No. 1-14254] and incorporated herein by
               reference).

 2.3           Agreement, dated June 9, 1998, to further amend the sale and
               purchase agreement dated March 13, 1998, between Graseby Limited,
               Thermo Environmental Instruments Inc., Thermo Sentron Inc.,
               Smiths Industries plc, and Thermo Electron Corporation (filed as
               Exhibit 2.3 to the Company's Current Report on Form 8-K dated
               June 12, 1998 [File No. 1-14254] and incorporated herein by
               reference). Pursuant to Item 601(b)(2) of Regulation S-K,
               schedules and exhibits to this Amendment Agreement have been
               omitted. The Company hereby undertakes to furnish supplementally
               a copy of such schedules and exhibits to the Commission upon
               request.

 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. 333-806] 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. 333-806] and incorporated herein by reference).

10.1           Corporate Services Agreement dated as of January 31, 1996, between Thermo Electron
               Corporation and the Registrant (filed as Exhibit 10.1 to the Registrant's Registration
               Statement on Form S-1 [Reg. No. 333-806] 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 January 31, 1996, between Thermedics Inc. and the
               Registrant (filed as Exhibit 10.3 to the Registrant's Registration Statement on Form S-1
               [Reg. No. 333-806] and incorporated herein by reference).

10.4           Reserved.


                                       13
<PAGE>
Exhibit
Number         Description of Exhibit

10.5           Reserved.

10.6           Amended and Restated Master Guarantee Reimbursement and Loan
               Agreement dated as of December 9, 1997, between Thermedics and
               the Registrant (filed as Exhibit 10.6 to the Registrant's Annual
               Report on Form 10-K for the fiscal year ended January 3, 1998
               [File No. 1-14254] and incorporated herein by reference).

10.7           Equity Incentive Plan of the Registrant (filed as Exhibit 10.7 to the Registrant's
               Registration Statement on Form S-1 [Reg. No. 333-806] 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 Thermedics for services rendered to the Registrant
               or such affiliated corporations. The terms of such plans are
               substantially the same as those of the Registrant's Equity
               Incentive Plan.

10.8           Deferred Compensation Plan for Directors of the Registrant, as amended and restated as of
               June 8, 1999 (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for
               the quarter ended July 3, 1999 [File No. 1-14254] 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. 333-806] 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. 333-806] and incorporated
               herein by reference).

10.11          Amended and Restated Stock Holdings Assistance Plan and Form of Promissory Note (filed as
               Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
               January 3, 1998 [File No. 1-14254] and incorporated herein by reference).

10.12          $21.0 Million Promissory Note due December 15, 1998, payable to Thermo Electron
               Corporation (filed as Exhibit 10 to the Registrant's Current Report on Form 8-K filed
               June 12, 1998 [File No. 1-14254] and incorporated herein by reference).

10$19.0        Million Promissory Note due June 30, 1999, payable to Thermo
               Electron Corporation (filed as Exhibit 10.13 to the Registrant's
               Annual Report on Form 10-K for the fiscal year ended January 2,
               1999 [File No. 1-14254] and incorporated herein by reference).

10.14          Master Cash Management, Guarantee Reimbursement, and Loan
               Agreement dated as of June 1, 1999 between the Registrant and
               Thermo Electron Corporation (filed as Exhibit 10.1 to the
               Registrant's Quarterly Report on Form 10-Q for the quarter ended
               July 3, 1999 [File No. 1-14254] and incorporated herein by
               reference).

10.15          Amended and Restated $13,000,000 Promissory Note dated as of June
               30, 1999, issued by Thermo Sentron Inc. to Thermo Electron
               Corporation (filed as Exhibit 10.2 to the Registrant's Quarterly
               Report on Form 10-Q for the quarter ended July 3, 1999 [File No.
               1-14254] and incorporated herein by reference).



                                       14
<PAGE>
Exhibit
Number         Description of Exhibit

  13           Annual Report to Shareholders for the year ended January 1, 2000
               (only those portions incorporated herein by reference).

  21           Subsidiaries of the Registrant.

  23           Consent of Arthur Andersen LLP.

  27           Financial Data Schedule.
</TABLE>