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 2, 1999

[    ] 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              I.R.S. Employer Identification No.)
incorporation ororganization)  

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 (or for such shorter period that the Company was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.
Yes [ X ]  No [    ]

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

The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of January 29, 1999, was approximately $13,063,000.

As of January 29, 1999, the Registrant had 9,427,901 shares of Common Stock
outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the year ended
January 2, 1999, are incorporated by reference into Parts I and II.

Portions of the Registrant's definitive Proxy Statement for the Annual Meeting
of Shareholders to be held on May 27, 1999, are incorporated by reference into
Part III.

                                       
<PAGE>

                                   PART I
                                     
Item 1. Business

(a) General Development of Business

    Thermo Sentron Inc. (the Company or the Registrant) 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: 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. The Company was operated as Ramsey Technology Inc., a wholly owned
subsidiary of Baker Hughes Incorporated, prior to its March 16, 1994,
acquisition by Thermedics. As of January 2, 1999, Thermedics owned 7,000,000
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 74%-owned subsidiary of
Thermo Electron. As of January 2, 1999, Thermo Electron owned 1,131,124 shares
of the Company's common stock, representing 12% of such stock outstanding.
Thermo Electron and Thermedics may purchase shares of the Company's common stock
from time to time in the open market, or in negotiated transactions. During
1998*, Thermo Electron purchased 454,224 shares of the Company's common stock
for $4,335,000. Thermo Electron is a world leader in monitoring, analytical, and
biomedical instrumentation; biomedical products including heart-assist devices,
respiratory-care equipment, and mammography systems; and paper recycling and
papermaking equipment. Thermo Electron also develops alternative-energy systems
and clean fuels, provides a range of services including industrial outsourcing
and environmental-liability management, and conducts research and development in
advanced imaging, laser communications, and electronic information-management
technologies.

    During 1998, Thermo Electron announced a proposed reorganization involving
certain of Thermo Electron's subsidiaries, including the Company. Under this
plan, Thermedics' majority interest in the Company would be transferred to
Thermo Electron. The Company would then be taken private and become a wholly
owned subsidiary of Thermo Electron. Shareholders of the Company would receive
cash in exchange for their shares of common stock. The proposed transactions are
subject to a number of conditions, as outlined in Note 13 to Consolidated
Financial Statements in the Registrant's 1998 Annual Report to Shareholders,
which information is incorporated herein by reference.




--------------------
* References to 1998, 1997, and 1996 herein are for the fiscal years ended
  January 2, 1999, January 3, 1998, and December 28, 1996, respectively.


                                       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 1998 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 10 to Consolidated Financial Statements in the Registrant's 1998 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
51% of the Company's total revenues in 1998. These products are sold primarily
to customers in the food-processing and pharmaceutical 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.
                                     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 $50,690,000, $28,563,000, and
$25,861,000 in 1998, 1997, and 1996, respectively.

Products for Bulk Materials

    Sales of products for the bulk-materials market represented approximately
49% of the Company's total revenues in 1998. 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

                                       4
<PAGE>

by manufacturers and their customers to ensure that products conform to desired
specifications at the time of both shipment and delivery.

    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 $48,073,000, $50,132,000, and
$44,166,000 in 1998, 1997, and 1996, 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 at year-end 1998 and 1997 was as
follows:

(In thousands)                                                   1998    1997
------------------------------------------------------------------------------

North America                                                  $7,793  $6,189
Europe                                                          5,256   4,191
Other                                                           1,634   2,762
                                                               ------  ------
                                                              $14,683 $13,142
                                                              ======= =======

    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 2, 1999, will be shipped during 1999. The Company does not
believe that the size of its backlog is necessarily indicative of intermediate
or long-term trends in its business.

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 $2,823,000,
$1,888,000, and $1,881,000 in 1998, 1997, and 1996, 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 2, 1999, the Company had a total of 712 employees.

(d) Financial Information About Geographic Areas

    Financial information about geographic areas is summarized in Note 10 to
Consolidated Financial Statements in the Registrant's 1998 Annual Report to
Shareholders, which information is incorporated herein by
reference.


                                       6
<PAGE>

(e) Executive Officers of the Registrant

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

     Lewis J. Ribich       54  President and Chief Executive Officer (1995)
     M. Preston Luman      43  Vice President, Operations (1995)
     Theo Melas-Kyriazi    39  Chief Financial Officer (1998)
     Paul F. Kelleher      56  Chief Accounting Officer (1995)

    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 President of
Ramsey 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 public
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. Luman has been Vice President, Operations, of the Company since
1995. For twelve years, Mr. Luman has held various financial and operations
positions at Ramsey. 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

North America

    The Company conducts its North American operations from approximately
144,000 square feet of office, manufacturing, and engineering facilities, 9,500
of which are owned by the Company. The remainder is occupied under leases
expiring at various dates through 2002.

Europe

    The Company conducts its European operations from approximately 173,000
square feet of office, manufacturing, and engineering facilities, 17,000 of
which are owned by the Company. The remainder is occupied under leases expiring
at various dates through 2068.

Other

    The remainder of the Company's operations are conducted from approximately
34,000 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 1998 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 1998 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 1998 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 1998 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 2, 1999,
and Supplementary Data are included in the Registrant's 1998 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.

                                       8
<PAGE>


                                  PART III
Item 10. Directors and Executive Officers of the Registrant

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

Item 11. Executive Compensation

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

Item 12. Security Ownership of Certain Beneficial Owners and Management

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

Item 13. Certain Relationships and Related Transactions

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


                                       9
<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

    On December 10, 1998, the Company filed a Current Report on Form 8-K dated
    December 10, 1998, the purpose of which was to provide an update to a
    proposed corporate reorganization by Thermo Electron involving certain of
    Thermo Electron's subsidiaries, including the Company.

(c) Exhibits

    See Exhibit Index on the page immediately preceding exhibits.



                                       10
<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 12, 1999               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 12, 1999.

Signature                           Title


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


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/ John T. Keiser              Chairman of the Board and
    John T. Keiser                  Director


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


By: /s/ Peter Richman               Director
    Peter Richman

                                       11
<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 11, 1999. 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 10 is the responsibility of the Company's management
and is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic consolidated financial
statements. This schedule has been subjected to the auditing procedures applied
in the audits of the basic consolidated financial statements and, in our
opinion, fairly states in all material respects the consolidated financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole.



                                               Arthur Andersen LLP



Boston, Massachusetts
February 11, 1999

                                       12
<PAGE>

<TABLE>
<CAPTION>

SCHEDULE II

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

<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 2, 1999                 $1,083        $  260        $  (794)       $  818      $ 1,367

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

Year Ended December 28, 1996               $2,291        $  217        $  (679)       $  (17)     $ 1,812


Description                                   
                                                         Amount
                                                    Capitalized
                                     Balance at              as                                   Balance
                                      Beginning         Cost of                                    at End
                                        of Year     Acquisition   Expenditures     Other (c)      of Year
------------------------------------ ------------- ------------- -------------- ------------- ------------

Accrued Acquisition Expenses (b)

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

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

Year Ended December 28, 1996               $  525        $  138        $  (346)       $    -       $  317

(a) Includes allowance of businesses acquired during the year as described in
    Note 3 to Consolidated Financial Statements in the Registrant's 1998 Annual
    Report to Shareholders and the effect of foreign currency translation.
(b) The nature of the activity in this account is described in Note 3 to
    Consolidated Financial Statements in the Registrant's 1998 Annual Report to
    Shareholders.
(c) Represents the effect of foreign currency translation.
</TABLE>

                                       13
<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 filed June 12, 1998 [File No. 1-14254] and
           incorporated hereby 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 filed 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 filed 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      Amended and Restated Master Repurchase Agreement dated as of January
           31, 1996, between Thermo Electron and the Registrant (filed as
           Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the
           fiscal year ended December 28, 1996 [File No. 1-14254] and
           incorporated herein by reference).


                                       14
<PAGE>


Number     Description of Exhibit

 10.5      Amended and Restated Master Guarantee Reimbursement and Loan
           Agreement dated as of December 9, 1997, between Thermo Electron and
           the Registrant (filed as Exhibit 10.5 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).

 10.6      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
           (filed as Exhibit 10.8 to the Registrant's Registration
           Statement on Form S-1 [Reg. No. 333-806] 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 Company's 
           Current Report on Form 8-K filed June 12, 1998 [File No. 1-14254] and
           incorporated herein by reference).

10.13      $19.0 Million Promissory Note due June 30, 1999, payable to Thermo
           Electron Corporation.

 13        Annual Report to Shareholders for the year ended January 2, 1999
           (only those portions incorporated herein by reference).

 21        Subsidiaries of the Registrant.

 23        Consent of Arthur Andersen LLP.

 27        Financial Data Schedule.