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

-----   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 character)

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

2215 Grand Avenue Parkway
Austin, Texas                                                         78728-3812
(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:

                                                         Name of each exchange
Title of each class                                      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.  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 $58,388,000.

As of January 28, 2000, the  Registrant  had  50,397,707  shares of Common Stock
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  Registrant's  Annual Report to Shareholders for the fiscal year
ended January 1, 2000, are incorporated by reference into Parts I and II.

<PAGE>

Items 10, 11, 12 & 13 of Part III of the Registrant's Annual Report on Form 10-K
for the fiscal year ended  January 1, 2000 are hereby  amended  and  restated in
their entirety as follows:

                                    Part III

Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

         Set forth  below  are the names of the  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"), a manufacturer of measurement and detection instruments and Thermo
Instrument's parent company, Thermo Electron Corporation ("Thermo Electron"),  a
provider  of  products  and  services in  measurement  instrumentation,  medical
devices,  power  generation  and  resource  recovery  is  reported  in Item 12 -
"Security Ownership of Certain Beneficial Owners and Management."

--------------------------------------------------------------------------------
Richard W. K. Chapman   Dr. Chapman,  55, 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
                        director  of  Finnigan  from  1989 to 1995.  He has been
                        senior vice  president of Thermo  Instrument  since July
                        1998 and was a vice president of Thermo  Instrument from
                        1992 until July 1998.

--------------------------------------------------------------------------------
Frank Jungers           Mr. Jungers,  74, 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.
                        Mr.  Jungers was  employed by the Arabian  American  Oil
                        Company  from 1974  through  1977 as chairman  and chief
                        executive officer. Mr. Jungers is also a director of The
                        AES Corporation,  Donaldson,  Lufkin & Jenrette,  Statia
                        Terminals  Group N.V.,  Thermo  Ecotek  Corporation  and
                        Thermo Electron.
--------------------------------------------------------------------------------
Earl R. Lewis           Mr.  Lewis,  56, has been a director of the  Corporation
                        since its  inception  in June 1995.  Mr.  Lewis has been
                        president   and  chief   executive   officer  of  Thermo
                        Instrument   since   March   1997  and   January   1998,
                        respectively,  and was chief operating officer of Thermo
                        Instrument  from January 1996 to January 1998.  Prior to
                        that time,  he was  executive  vice  president of Thermo
                        Instrument from January 1996 to March 1997,  senior vice
                        president  of Thermo  Instrument  from  January  1994 to
                        January 1996,  and vice  president of Thermo  Instrument
                        from  March  1992 to January  1994.  Mr.  Lewis has been
                        chief operating officer,  measurement and detection,  of
                        Thermo  Electron  since  September  1998.  Prior  to his
                        appointment as chief operating officer,  measurement and
                        detection,  Mr. Lewis served as senior vice president of
                        Thermo  Electron  from June 1998 to  September  1998 and
                        vice  president  from  September  1996 to June 1998. Mr.
                        Lewis served as chief executive  officer of Thermo Optek
                        Corporation,   a  majority-owned  subsidiary  of  Thermo
                        Instrument,  that  manufactures  analytical  instruments
                        that measure  energy and light for purposes of materials
                        analysis,  characterization  and  preparation,  from its
                        inception in August 1995 to January  1998.  Mr. Lewis is
                        also a director of FLIR Systems,  Inc.,  Metrika Systems
                        Corporation, Spectra-Physics Lasers, Inc., SpectRx Inc.,
                        Thermo Instrument and Thermo Optek Corporation.
--------------------------------------------------------------------------------
Anthony J. Pellegrino   Mr.   Pellegrino,   60,  has  been  a  director  of  the
                        Corporation  since  its  inception  in  June  1995.  Mr.
                        Pellegrino has been director of corporate development of
                        ThermoTrex  Corporation,  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.
--------------------------------------------------------------------------------


<PAGE>



--------------------------------------------------------------------------------
Michael E. Porter       Dr. Porter,  51, 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. Dr. Porter is also a
                        director of Alpha-Beta  Technologies Inc. and Parametric
                        Technologies Corporation.
--------------------------------------------------------------------------------

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS

         The board of directors has  established an audit  committee and a human
resources  committee,  each consisting solely of directors who are not employees
of the Corporation, of Thermo Electron or of any other companies affiliated with
Thermo  Electron  ("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, approves 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 twice
and the human  resources  committee  met five times  during  fiscal  1999.  Each
director  attended at least 75% of all  meetings of the board of  directors  and
committees on which he served that were held during fiscal 1999,  except for Mr.
Pellegrino  who attended 60% of all meetings of the board of directors that were
held during fiscal 1999.

COMPENSATION OF DIRECTORS

         CASH COMPENSATION

         Outside  directors  receive an annual  retainer  of $4,000 and a fee of
$1,000 per meeting for attending  regular meetings of the board of directors and
$500 per meeting 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, Mr. Lewis and Mr. Pellegrino 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 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 of control or proposed change of
control  of the  Corporation  that is not  approved  by the board of  directors,
deferred amounts become payable immediately.  Any of the following are deemed to
be a change of control:  (i) the acquisition by any person of 40% or more of the
outstanding  common  stock or voting  securities  of Thermo  Electron;  (ii) the
failure of the  Thermo  Electron  board of  directors  to include a majority  of
directors  who are  "continuing  directors",  which  term is  defined to include
directors  who were  members of Thermo  Electron's  board on July 1, 1999 or who
subsequent to that date were nominated or elected by a majority of directors who
were  "continuing  directors" at the time of such nomination or election;  (iii)
the consummation of a merger, consolidation, reorganization, recapitalization or
statutory  share  exchange  involving  Thermo  Electron  or the  sale  or  other
disposition of all or substantially  all of the assets of Thermo Electron unless
immediately  after such  transaction  (a) all holders of Thermo  Electron common
stock immediately prior to such transaction own more than 60% of the outstanding
voting securities of the resulting or acquiring corporation in substantially the
same  proportions as their ownership  immediately  prior to such transaction and
(b) no person after the transaction  owns 40% or more of the outstanding  voting
securities  of the  resulting  or  acquiring  corporation;  or (iv)  approval by
stockholders  of a  complete  liquidation  or  dissolution  of Thermo  Electron.
Amounts deferred  pursuant to the Deferred  Compensation  Plan are valued at the
end of each quarter as units of Common Stock. When payable, amounts deferred may
be  disbursed  solely in shares of Common Stock  accumulated  under the Deferred
Compensation  Plan.  As of  January  1, 2000 a total of 75,000  shares of Common
Stock has been reserved for issuance  under the Deferred  Compensation  Plan and
deferred  units  equal to  approximately  5,517  shares  of  Common  Stock  were
accumulated under the Deferred Compensation Plan.

<PAGE>

         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 to
outside  directors as  additional  compensation  for their service as directors.
Under the Directors Plan, outside directors are automatically granted options to
purchase  1,000  shares of Common  Stock  annually,  commencing  with the annual
meeting of the  Stockholders to be held in 2000. The annual grant is 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 are  immediately  exercisable at any time from and after the grant
date of the option and generally  expire on the third  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  immediately  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 January 31, 2000,  options to purchase  90,000  shares of Common Stock had
been granted to directors  and were  outstanding  under the  Directors  Plan, no
options to purchase  Common Stock had lapsed or been  exercised,  and options to
purchase 135,000 shares of Common Stock were available for future grant.

STOCK OWNERSHIP POLICY FOR DIRECTORS

         The  human   resources   committee  of  the  board  of  directors  (the
"Committee")  has  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  within a
three-year period. The chief executive officer of the Corporation is required to
comply with a separate stock holding policy established by the Committee,  which
is described below.

EXECUTIVE OFFICERS

         Reference  is made to Item 1(e) of this Annual  Report on Form 10-K for
information regarding the Executive Officers of the Registrant.

Item 11 - EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The  following  table  summarizes  compensation  during  the last three
fiscal  years for  services to the  Corporation  in all  capacities  awarded to,
earned by or paid to the Corporation's chief executive officer and its executive
officers whose total annual salary and bonus,  as determined in accordance  with
the Securities and Exchange Commission,  was greater that $100,000, and who were
employed  by the  Corporation  as of the end of  fiscal  1999.  These  executive
officers are together referred to as the "named executive officers."

         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.  See Item 13 -  "Certain  Relationships  and
Related  Transactions."  Accordingly,  the compensation for these individuals is
not reported in the following table.



<PAGE>

<TABLE>
<CAPTION>
<S>                          <C>       <C>       <C>           <C>              <C>                 <C>
                                              SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------------------------------------------
                                                                             Long Term Compensation
                                                                               ---------------------
                                          Annual Compensation    Restricted         Securities
    Name and                Fiscal                                   Stock          Underlying            All Other
Principal Position           Year        Salary         Bonus       Award (1)       Options (2)        Compensation (3)
-------------------         ------       ------         ------      ---------       ------------       ----------------
Richard W. K. Chapman        1999       $220,015       $175,000   $77,241 (TMQ)          500 (TMO)        $24,805 (4)
  President and                                                                       25,000 (THI)
  Chief Executive Officer    1998       $190,000       $110,000                      100,000 (TMQ)        $19,488 (4)
                                                                                       8,298 (TMO)
                                                                                       7,500 (MKA)
                                                                                       7,500 (ONX)
                                                                                       4,000 (RGI)
                                                                                       2,000 (TDX)
                                                                                      24,999 (THI)
                                                                                       1,023 (TKN)
                                                                                       2,000 (TRIL)
                             1997       $180,000       $153,000          --              300 (TMO)        $42,782 (4)
-------------------------------------------------------------------------------------------------------------------------
Lewis H. Rosenblum (5)       1999       $200,000       $100,000          --            6,000 (TMQ)        $18,015 (6)
  Vice President                                                         --
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      In fiscal 1999,  Dr.  Chapman was awarded  7,400  shares of  restricted
         Common  Stock of the  Corporation  with a value of $77,241 on the grant
         date. The restricted stock award vests 100% on the third anniversary of
         the grant  date.  Any cash  dividends  paid on  restricted  shares  are
         entitled to be retained by the recipient without regard to vesting. Any
         stock  dividends paid on restricted  shares are entitled to be retained
         by the  recipient  subject  to the  same  vesting  restrictions  as the
         underlying  stock.  At the end of fiscal 1999,  Dr.  Chapman held 7,400
         restricted shares with an aggregate value of $76,316.

(2)      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  during  the  last  three  fiscal  years  as part  of  Thermo
         Electron's  stock option program:  Thermo  Electron  (designated in the
         table as TMO), Metrika Systems Corporation  (designated in the table as
         MKA),  ONIX Systems Inc.  (designated in the table as ONX), The Randers
         Killam  Group  Inc.  (designated  in  the  table  as  RGI),  Thermedics
         Detection  Inc.  (designated  in the table as TDX),  Thermo  Instrument
         Systems Inc. (designated in the table as THI),  ThermoTrex  Corporation
         (designated  in the  table  as  TKN)  and  Thermo  Trilogy  Corporation
         (designated in the table as TRIL).

(3)      Represents  the  amount  of  matching  contributions  made on behalf of
         executive  officers  participating  in the 401(k)  plan  maintained  by
         Finnigan in the case of Dr.  Chapman and the 401(k) plan  maintained by
         Forma Scientific Inc., a subsidiary of the Corporation,  in the case of
         Mr. Rosenblum.

(4)      In addition to the matching  contribution  referred to in footnote (3),
         such amounts include $14,805,  $9,448 and $10,480, which represents the
         amount of compensation  attributable to interest-free loans provided to
         Dr. Chapman pursuant to the Corporation's stock holding assistance plan
         in fiscal  1999,  1998 and 1997,  respectively.  See Item 13 - "Certain
         Relationships  and  Related  Transactions  - Stock  Holding  Assistance
         Plan." The amount  reported for 1997 for Dr. Chapman  includes  $28,147
         for relocation expenses reimbursed to Dr. Chapman.

(5)      Mr.  Rosenblum was  appointed a vice  president of the  Corporation  on
         February  10,  1999.  The salary  reported  for fiscal 1999  represents
         compensation for the entire fiscal year.

(6)      In addition to the matching  contribution  referred to in footnote (3),
         such  amounts   includes   $15,615  which   represents  the  amount  of
         compensation  attributable  to the  pension  plan  maintained  by Forma
         Scientific Inc.

STOCK OPTIONS GRANTED DURING FISCAL 1999

         The following table sets forth information concerning individual grants
of stock options made during fiscal 1999 to the  Corporation's  chief  executive
officer and the other named executive officer. It has not been the

<PAGE>

Corporation's policy in the past to grant stock appreciation rights, and no such
rights were granted during fiscal 1999.

<TABLE>
<CAPTION>
<S>                              <C>                 <C>             <C>         <C>           <C>           <C>
                                                 OPTION GRANTS IN FISCAL 1999
-------------------------------------------------------------------------------------------------------------------
                                                                                            Potential Realizable
                                                   Percent of                                 Value at Assumed
                         Number of Securities    Total Options                             Annual Rates of Stock
                           Underlying Options      Granted to      Exercise                 Price Appreciation for
                              Granted and        Employees in     Price Per   Expiration       Option Term (2)
Name                          Company (1)         Fiscal Year       Share        Date          5%           10%
----                          -----------         ------------      -----        ----          ---          ----
Richard W. K. Chapman              500 (TMO)         0.02% (3)      $14.81     09/22/04       $2,050       $4,521
                                25,000 (THI)         2.14% (3)      $11.95     09/15/04      $82,540     $182,390
-----------------------------------------------------------------------------------------------------------------------
Lewis H. Rosenblum               6,000 (TMQ)         1.65%          $11.63     06/10/04      $19,280      $42,601
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      All  of  the  options  granted  during  fiscal  1999  were  immediately
         exercisable  as of the  end  of  fiscal  1999.  Generally,  the  shares
         acquired  upon  exercise  are  subject to  repurchase  by the  granting
         company at the exercise price if the optionee  ceases to be employed by
         such company or any other Thermo Electron company. The granting company
         may  exercise  its  repurchase  rights  within  six  months  after  the
         termination of the optionee's  employment.  The repurchase rights lapse
         ratably  over a one- to two year  period  with an  option  term of five
         years,  provided  that the  optionee  continues  to be  employed by the
         company or another Thermo Electron  company.  The granting  company 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.  Please  see
         footnote (2) under the Summary Compensation Table above for the company
         abbreviations used in this table.

(2)      The amounts shown in 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  company,  the
         optionee's  continued employment through the option period and the date
         on which the options are exercised.

(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 1999 AND FISCAL YEAR-END VALUES

         The following table reports certain information  regarding stock option
exercises  during fiscal 1999 and  outstanding  stock options held at the end of
fiscal 1999 by the  Corporation's  chief  executive  officer and the other named
executive  officer.   No  stock  appreciation  rights  were  exercised  or  were
outstanding during fiscal 1999.



<PAGE>



<TABLE>
<CAPTION>
<S>                           <C>                <C>            <C>               <C>                   <C>
                    AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND FISCAL 1999 YEAR-END OPTION VALUES
----------------------------------------------------------------------------------------------------------------------
                                                                                                      Value of
                                                                               Number of           Unexercised
                                                                               Securities          In-the-Money
                                                                               Underlying           Options at
                                                                           Unexercised Options      Fiscal Year
                                                Shares                      at Fiscal Year-End         -End
                                             Acquired on        Value         (Exercisable/       (Exercisable/
        Name               Company (2)         Exercise     Realized (1)    Unexercisable) (2)    Unexercisable)
        ----               -----------         --------     ------------    ------------------   --------------
Richard W. K. Chapman (3)     (TMQ)               --             --           325,000  /0        $87,300  /--
                              (TMO)            8,436        $40,957            80,646  /0 (4)     $5,167  /--
                              (MKA)               --             --             7,500  /0 (5)         $0  /--
                              (ONX)               --             --             7,500  /0 (5)         $0  /--
                              (RGI)               --             --             4,000  /0         $1,000  /--
                              (TDX)               --             --             2,000  /0             $0  /--
                              (TBA)               --             --            30,000  /0       $251,250  /--
                              (TFG)               --             --             2,000  /0         $4,376  /--
                              (THI)               --             --           196,249  /0        $24,563  /--
                              (TLT)               --             --                 0  /2,000         --  /$0 (6)
                              (TOC)               --             --            15,000  /0        $13,575  /--
                              (TSR)               --             --             2,000  /0         $1,000  /--
                              (TKN)               --             --             1,023  /0            $56  /--
                              (TRIL)              --             --                 0  /2,000         --  /$0 (6)
                              (TXM)               --             --             4,000  /0             $0  /--
--------------------------------------------------------------------------------------------------------------------
Lewis H. Rosenblum            (TMQ)               --             --            37,500  /0        $12,222  /--
                              (TMO)               --             --             2,200  /0             $0  /--
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Amounts shown in this column do not necessarily  represent actual value
         realized  from the sale of the shares  acquired  upon  exercise  of the
         option  because in many cases the shares are not sold on  exercise  but
         continue to be held by the executive officer exercising the option. The
         amounts shown  represent  the  difference  between the option  exercise
         price and the market price on the date of exercise, which is the amount
         that would have been  realized if the shares had been sold  immediately
         upon exercise.

(2)      All of the options reported  outstanding at the end of fiscal 1999 were
         immediately exercisable as of the end of fiscal 1999, except options to
         purchase the common stock of ThermoLyte  Corporation and Thermo Trilogy
         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 or (ii) nine years after the
         grant date. Generally, the shares acquired upon exercise of the options
         reported in the table are subject to repurchase by the granting company
         at the  exercise  price if the  optionee  ceases to be employed  by, or
         serve as a  director  of,  such  company or any other  Thermo  Electron
         company. The granting company may exercise its repurchase rights within
         six  months  after the  termination  of the  optionee's  employment  or
         cessation  of  directorship,  as the case may be.  For  publicly-traded
         companies, the repurchase rights generally lapse ratably over a one- to
         ten-year  period,  depending  on the option  term,  which may vary from
         three to twelve  years,  provided  that the  optionee  continues  to be
         employed by or serve as a director of 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  have  three-year  terms  and  the
         repurchase rights lapse in their entirety on the second  anniversary of
         the grant date.  The granting  company 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.  Please  see  footnote  (2) under the  Summary
         Compensation  Table  above for the company  abbreviations  used in this
         table  in  addition  to the  following  company  abbreviations:  Thermo
         BioAnalysis  Corporation  (designated  in the  table  as  TBA),  Thermo
         Fibergen Inc,. (designated in the table as TFG), ThermoLyte Corporation
         (designated in the table as

<PAGE>

         TLT), Thermo Optek Corporation (designated in the table as TOC), Thermo
         Sentron  Inc.  (designated  in the  table  as  TSR)  and  Trex  Medical
         Corporation (designated in the table as TXM).

(3)      Dr.  Chapman also holds other  unexercised  options to purchase  common
         stock  of  Thermo  Electron  and  its   subsidiaries   other  than  the
         Corporation.  These  options are not reported here 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.

(4)      Options  to  purchase  45,000  shares  of the  common  stock of  Thermo
         Electron  granted  to Dr.  Chapman  are  subject  to the same  terms as
         described in footnote (2), except that the repurchase  rights of Thermo
         Electron  generally  do not lapse  until the tenth  anniversary  of the
         grant date. In the event of his death or involuntary  termination prior
         to the tenth  anniversary of the grant date,  the repurchase  rights of
         Thermo Electron shall be deemed to have lapsed ratably over a five-year
         period, commencing with the fifth anniversary of the grant date.

(5)      Options to purchase 7,500 shares of the common stock of Metrika Systems
         Corporation  and 7,500  shares of the common stock of ONIX Systems Inc.
         granted to Dr.  Chapman are subject to the same terms as  described  in
         footnote (2), except that the repurchase rights are deemed to lapse 20%
         per year commencing on the fifth anniversary of the grant date.

(6)      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.

EXECUTIVE RETENTION AGREEMENTS

         Thermo  Electron has entered  into  agreements  with certain  executive
officers and key employees of Thermo Electron and its subsidiaries  that provide
severance  benefits if there is a change in control of Thermo Electron and their
employment is terminated by Thermo Electron "without cause" or by the individual
"for  good  reason",  as those  terms  are  defined  therein,  within  18 months
thereafter.  For purposes of these  agreements,  a change in control exists upon
(i) the acquisition by any person of 40% or more of the outstanding common stock
or voting securities of Thermo Electron; (ii) the failure of the Thermo Electron
board of  directors  to  include a majority  of  directors  who are  "continuing
directors",  which  term is defined to  include  directors  who were  members of
Thermo  Electron's  board on the date of the agreement or who  subsequent to the
date of the agreement  were  nominated or elected by a majority of directors who
were  "continuing  directors" at the time of such nomination or election;  (iii)
the consummation of a merger, consolidation, reorganization, recapitalization or
statutory  share  exchange  involving  Thermo  Electron  or the  sale  or  other
disposition of all or substantially  all of the assets of Thermo Electron unless
immediately  after such  transaction  (a) all holders of Thermo  Electron common
stock immediately prior to such transaction own more than 60% of the outstanding
voting securities of the resulting or acquiring corporation in substantially the
same  proportions as their ownership  immediately  prior to such transaction and
(b) no person after the transaction  owns 40% or more of the outstanding  voting
securities  of the  resulting  or  acquiring  corporation;  or (iv)  approval by
stockholders of a complete liquidation or dissolution of Thermo Electron.

         In 1998, Thermo Electron  authorized an executive  retention  agreement
with Dr.  Chapman.  This  agreement  provides  that in the event  Dr.  Chapman's
employment is terminated under circumstances  described above, Dr. Chapman would
be entitled to a lump sum payment  equal to the sum of (a) one times his highest
annual base salary in any 12 month  period  during the prior  five-year  period,
plus (b) one times his highest  annual bonus in any 12 month  period  during the
prior five-year period. In addition,  Dr. Chapman would be provided benefits for
a period of one year  after such  termination  substantially  equivalent  to the
benefits package he would have been otherwise  entitled to receive if he was not
terminated.   Further,   all  repurchase  rights  of  Thermo  Electron  and  its
subsidiaries  shall lapse in their entirety with respect to all options that Dr.
Chapman  holds  in  Thermo   Electron  and  its   subsidiaries,   including  the
Corporation, as of the date of the change in control. Finally, Dr. Chapman would
be entitled to a cash  payment  equal to $15,000 to be used toward  outplacement
services.

         Assuming  that the  severance  benefits  would have been  payable as of
January 1, 2000,  the lump sum salary and bonus payment under such  agreement to
Dr. Chapman would have been approximately  $373,000.  In the event that payments
under this  agreement  are deemed to be so called  "excess  parachute  payments"
under the applicable provisions of the Internal Revenue Code of 1986, as amended
(the  "Internal  Revenue  Code"),  Dr.  Chapman  would be  entitled to receive a
gross-up  payment  equal to the  amount of any  excise  tax  payable by him

<PAGE>

with  respect to such  payment,  plus the amount of all other  additional  taxes
imposed on him attributable to the receipt of such gross-up payment.

STOCK OWNERSHIP POLICY

         The  Committee has  established  a stock  holding  policy for the chief
executive  officer of the Corporation that requires him to own a multiple of his
compensation in shares of the  Corporation's  Common Stock.  The multiple is one
times  his  base  salary  and  reference  bonus  for the  fiscal  year in  which
compliance  is achieved.  The chief  executive  officer has three years from the
adoption of the policy to achieve this ownership level.

         In order to assist the chief  executive  officer in complying  with the
policy,  the Committee also adopted a stock holding  assistance plan under which
the Corporation is authorized to make interest-free loans to the chief executive
officer to enable him to purchase shares of Common Stock in the open market. Any
loans  are  required  to be  repaid  upon the  earlier  of  demand  or the tenth
anniversary  of the  date  of  the  loan,  unless  otherwise  determined  by the
Committee.  During 1996, Dr. Chapman  received a loan in the principal amount of
$210,654 under this plan, of which amount $168,523 was outstanding as of January
1, 2000. See Item 13 - "Certain Relationships and Related Transactions."

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         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  January  31,  2000,  with  respect  to (i) each  director,  (ii) each  named
executive  officer and (iii) all directors and current  executive  officers as a
group. In addition,  the following table sets forth the beneficial  ownership of
Common Stock,  as of January 31, 2000, with respect to each person who was known
by the Corporation to own beneficially more than 5% of the outstanding shares of
Common Stock.

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

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                               ThermoQuest        Thermo Instrument      Thermo Electron
                Name (1)                     Corporation (2)      Systems Inc. (3)       Corporation (4)
                --------                     ---------------      ----------------       ---------------
Thermo Electron Corporation (5)..............   45,698,716                   N/A                   N/A
Richard W. K. Chapman........................      351,746               225,530                79,801
Frank Jungers................................       48,650                26,412               171,021
Earl R. Lewis................................      135,000               436,499               215,477
Anthony J. Pellegrino........................       91,000                     0                31,500
Michael E. Porter............................       96,267                     0                 3,710
Lewis H. Rosenblum...........................       40,744                 1,000                 3,200
All directors and current executive
  officers as a group (7 persons)............      788,407               872,156               963,241
</TABLE>

(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 Common Stock beneficially owned by Dr. Chapman,  Mr. Jungers,
         Mr. Lewis, Mr. Pellegrino,  Dr. Porter, Mr. Rosenblum and all directors
         and executive  officers as a group include  325,000,  45,000,  125,000,
         90,000,  90,000,  37,500 and 737,500  shares,  respectively,  that such
         person or group had the right to acquire  within 60 days of January 31,
         2000,  through the  exercise of stock  options.  Shares of Common Stock
         owned  by Mr.  Jungers,  Dr.  Porter  and  all  directors  and  current
         executive  officers as a group  include  2,650,  2,867 and 5,517 shares
         allocated  through  January  1,  2000,  to  their  respective  accounts
         maintained pursuant to the Deferred Compensation Plan. Shares of Common
         Stock  beneficially owned by Mr. Rosenblum include 2,000 shares held by
         a trust for the benefit of his mother.  No director or named  executive
         officer beneficially owned more than 1% of the Common Stock outstanding
         as of January 31, 2000; all directors and current executive officers as
         a group  beneficially owned 1.56% of the Common Stock outstanding as of
         such date.

<PAGE>


(3)      Shares of the common stock of Thermo Instrument  beneficially  owned by
         Dr.  Chapman,  Mr.  Jungers,  Mr. Lewis and all directors and executive
         officers  as a group  include  196,249,  11,443,  409,081  and  780,460
         shares,  respectively,  that  such  person  or group  had the  right to
         acquire  within 60 days of January 31,  2000,  through the  exercise of
         stock  options.  Shares  of  the  common  stock  of  Thermo  Instrument
         beneficially  owned by all directors and executive  officers as a group
         include  468  shares  allocated  through  January  31,  2000,  to their
         respective  accounts  maintained pursuant to Thermo Electron's employee
         stock ownership plan (the "ESOP"). Shares of the common stock of Thermo
         Instrument owned by Mr. Jungers and all directors and current executive
         officers as a group include 13,563 shares allocated  through January 1,
         2000,  to Mr.  Jungers'  account  maintained  pursuant  to  the  Thermo
         Instrument  Systems  Inc.  deferred  compensation  plan for  directors.
         Shares of the common stock of Thermo Instrument  beneficially  owned by
         Mr. Lewis include 2,987 shares held by his spouse. No director or named
         executive  officer  beneficially  owned  more  than  1% of  the  Thermo
         Instrument  common  stock  outstanding  as of  January  31,  2000;  all
         directors and current executive  officers as a group beneficially owned
         less than 1% of such common stock outstanding as of such date.

(4)      Shares of the common stock of Thermo Electron beneficially owned by Dr.
         Chapman, Mr. Jungers, Mr. Lewis, Mr. Pellegrino,  Mr. Rosenblum and all
         directors and executive  officers as a group  include  76,428,  24,673,
         212,278,  31,500,  2,200 and 731,440  shares,  respectively,  that such
         person or group had the right to acquire  within 60 days of January 31,
         2000, through the exercise of stock options. Shares of the common stock
         of Thermo  Electron  beneficially  owned by all directors and executive
         officers  as  a  group  include  1,071  shares  allocated  to  accounts
         maintained  pursuant to the ESOP.  Shares of the common stock of Thermo
         Electron owned by Mr. Jungers and all directors and executive  officers
         as a group include  80,427  shares  allocated to Mr.  Jungers'  account
         maintained pursuant to Thermo Electron's deferred compensation plan for
         directors.  No director or named executive officer  beneficially  owned
         more than 1% of the Thermo  Electron  common  stock  outstanding  as of
         January 31, 2000;  all  directors and current  executive  officers as a
         group  beneficially owned less than 1% of such common stock outstanding
         as of such date.

(5)      As  of  January  31,  2000,  Thermo  Electron,  primarily  through  its
         majority-owned subsidiary Thermo Instrument,  beneficially owned 90.67%
         of  the   outstanding   Common  Stock.   Shares  of  the  Common  Stock
         beneficially owned by Thermo Electron Corporation include 18,181 shares
         that Thermo Electron has the right to acquire within 60 days of January
         31, 2000 through the  conversion of $3000,000  principal  amount of the
         Corporation's  5% convertible  debentures due 2000.  Thermo  Electron's
         address is 81 Wyman Street, Waltham, Massachusetts 02454-9046.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act") 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  1999,  except in the
following instance. Thermo Electron filed one Form 4 late reporting a total of 9
transactions  associated  with the grant and lapse of options to purchase Common
Stock granted to employees under its stock option program.

Item 13 -  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         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
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 0.8% of the  Corporation's  revenues  for these  services in fiscal
1999.  The  annual fee will  remain at 0.8% of the  Corporation's  revenues  for
fiscal 2000. The fee is reviewed annually and may be changed by mutual agreement
of the  Corporation  and Thermo  Electron.  During fiscal 1999,  Thermo Electron
assessed  the  Corporation  $3,455,000  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. During
fiscal 1999, the Corporation was billed an additional $41,000 by Thermo Electron
for certain  administrative  services  required by the Corporation that were not
covered by the Services Agreement.  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

<PAGE>

Corporation  ceases  to be a  member  of the  Thermo  Group  or  ceases  to be a
participant  in  the  Thermo  Electron  Corporate  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.

         The Corporation has entered into a Tax Allocation Agreement with Thermo
Electron which outlines the terms under which the  Corporation is to be included
in Thermo Electron's  consolidated  Federal and state income tax returns.  Under
current  law,  the  Corporation  will be included in such tax returns so long as
Thermo  Electron  owns at least 80% of the  outstanding  common  stock of Thermo
Instrument and Thermo  Instrument  owns at least 80% of the  outstanding  Common
Stock of the Corporation.  In years in which the Corporation has taxable income,
it will pay to Thermo Electron  amounts  comparable to the taxes the Corporation
would have paid if it had filed its own separate company tax returns.  If Thermo
Instrument's  equity  ownership of the  Corporation  were to drop below 80%, the
company would file its own tax returns.  In 1999, the  Corporation  was assessed
$18,250,000 by Thermo Electron under the Tax Allocation Agreement. As of January
1, 2000, the Corporation owed Thermo Electron  $13,775,000 for amounts due under
the Tax Allocation Agreement.

         The Corporation has entered into an arrangement with Thermo BioAnalysis
Corporation  ("Thermo  BioAnalysis")  whereby the Corporation  provides assembly
labor 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 January 1, 2000, Thermo BioAnalysis paid the
Corporation approximately $74,000 under this arrangement.

         The Corporation acts as a distributor of certain of Thermo BioAnalysis'
products, is the exclusive distributor of Thermo BioAnalysis' MALDI-TOF products
in Japan and is the exclusive  distributor of Thermo BioAnalysis' CE products in
countries  in which it  maintains  a direct  sales  force.  The  Corporation  is
responsible for all installation and warranty labor  obligations at its expense.
For the fiscal year ended January 1, 2000, the Corporation purchased $500,000 of
products from Thermo BioAnalysis under these arrangements.

         The  Corporation  purchases and sells other products and/or services in
the ordinary course of business with other  subsidiaries of Thermo Electron.  In
1999,  the  Corporation  sold a total of  $2,951,000  of other  products  and/or
services to Thermo Electron  subsidiaries and purchased a total of $9,554,000 of
other products and/or services from such companies.

         The Corporation, along with other U.K.-based Thermo Electron companies,
participates  in a notional pool  arrangement  in the U.K.  with Barclays  Bank,
which includes a $114,943,000  credit  facility.  The  Corporation has access to
$243,000 under this credit facility. Under this arrangement, Barclays notionally
combines the positive and negative  cash balances  held by the  participants  to
calculate the net interest yield/expense for the group. The benefit derived from
this  arrangement  is then  allocated  based  on  balances  attributable  to the
respective  participants.  Thermo Electron  guarantees all of the obligations of
each participant in this arrangement. As of January 1, 2000, the Corporation had
a positive cash balance of approximately  $13,272,000  based on an exchange rate
of $1.6171/GBP  1.00.  For 1999, the average annual  interest rate earned on GBP
deposits by participants in this credit arrangement was approximately  5.44% and
the average annual interest rate paid on overdrafts was approximately 5.8025%.

         The Corporation, along with other European-based subsidiaries of Thermo
Electron,  participates in a cash management arrangement in the Netherlands with
a  wholly  owned  subsidiary  of  Thermo  Electron.   Under  this   arrangement,
participants'  balances are pooled for interest calculation  purposes.  Interest
under this arrangement is based on Euro market rates. The Corporation has access
to a $684,000 line of credit under this arrangement.  Thermo Electron guarantees
all of the  obligations  of each  participant in this  arrangement.  At year-end
1999, the Corporation had $382,000 invested under this arrangement.

         At year-end 1998,  $96,906,000 of the  Corporation's  cash  equivalents
were  invested  in a  repurchase  agreement  with  Thermo  Electron.  Under this
agreement,  the Corporation in effect lent excess cash to Thermo Electron, which
Thermo  Electron  collateralized  with  investments  principally  consisting  of
corporate notes, U.S.

<PAGE>

government agency  securities,  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 were readily convertible
into cash by the  Corporation.  The repurchase  agreement earned a rate based on
the 90-day  Commercial  Paper  Composite  Rate plus 25 basis points,  set at the
beginning of each quarter.

         Effective June 1999, the Corporation and Thermo Electron  commenced use
of a new  domestic  cash  management  arrangement.  Under  the new  arrangement,
amounts  advanced  to Thermo  Electron  by the  Corporation  for  domestic  cash
management  purposes bear interest at the 30-day  Dealer  Commercial  Paper Rate
plus 50 basis  points,  set at the beginning of each month.  Thermo  Electron is
contractually  required to maintain cash, cash equivalents,  and/or  immediately
available bank lines of credit equal to at least 50% of all funds invested under
this cash management  arrangement by all Thermo Electron subsidiaries other than
wholly owned subsidiaries. The Corporation has the contractual right to withdraw
its  funds  invested  in the cash  management  arrangement  upon 30 days'  prior
notice. At year-end 1999, the Corporation had invested  $124,683,000  under this
arrangement.   In  addition,   certain  of  the   Corporation's   European-based
subsidiaries  participate  in a new cash  management  arrangement  with a wholly
owned  subsidiary  of Thermo  Electron  on terms  similar to the  domestic  cash
management  arrangement.  The  Corporation  has access to a  $4,110,000  line of
credit under this  arrangement.  The  Corporation had a positive cash balance of
$10,300,000  under  this  arrangement  at  year-end  1999.  Interest  under this
arrangement  is  calculated  based on Euro  market  rates  and was  3.95% on the
negative balance at year-end 1999.

         As of January 1, 2000,  the  Corporation  owed Thermo  Electron and its
other  subsidiaries  an aggregate of $917,000 for amounts due under the Services
Agreement and related  administrative  charges, for other products and services,
and for  miscellaneous  items,  net of amounts owed to the Corporation by Thermo
Electron and its other  subsidiaries  for products,  services and  miscellaneous
items and excluding  amounts owed to Thermo  Electron  under the Tax  Allocation
Agreement.  The largest amount of such net indebtedness  owed by the Corporation
to  Thermo  Electron  and its  other  subsidiaries  since  January  2,  1999 was
$1,469,000.  These  amounts do not bear  interest and are expected to be paid in
the normal course of business.

THERMO ELECTRON CORPORATE REORGANIZATION

         Thermo  Electron has adopted a major  reorganization  plan under which,
among  other  things,  it is  acquiring  the  minority  interest  in most of its
subsidiaries that have minority  investors.  In furtherance of this plan, Thermo
Instrument  expects  to  cause  the  Corporation  to merge  with a  wholly-owned
subsidiary of Thermo  Instrument and Thermo  Electron in a  "short-form"  merger
under  Delaware law on May 11, 2000. In the merger,  each  outstanding  share of
Common Stock of the  Corporation  (other than shares  owned by the  wholly-owned
subsidiary,  the  Corporation  and  stockholders of the Corporation who properly
exercise  appraisal rights under Delaware law) will be  automatically  converted
into the right to receive $17.00 in cash, without interest,  and the Corporation
will become a private company.

         Executive  officers and directors of the Corporation who hold shares of
Common Stock in the  Corporation  will also  receive  $17.00 per share of Common
Stock on the same terms as all the other  stockholders.  See "Security Ownership
of Certain Beneficial Owners and Management."

         In  addition,   certain   executive   officers  and  directors  of  the
Corporation  hold  options  to  acquire  shares of Common  Stock  (See Item 12 -
"Security Ownership of Certain Beneficial Owners and Management"), which options
will be  treated  in the same  manner as  options  held by other  employees.  In
general,  all  unvested  options  held by such persons will be assumed by Thermo
Electron  and  converted  into  options to acquire  shares of Thermo  Electron's
common stock.  In the case of vested  options held by such persons,  the holders
will be given the opportunity to elect either to convert the options into vested
options  for  Thermo  Electron  common  stock or to  receive  cash at the $17.00
transaction  price less the  applicable  exercise  price.  Vested  and  unvested
options that are assumed by Thermo  Electron  will be converted as follows:  The
number of shares of Thermo Electron common stock  underlying each assumed option
will equal the number of shares of Common Stock underlying the option before the
transaction,  multiplied by the "cash exchange ratio" described  below,  rounded
down to the nearest whole number of shares of Thermo Electron common stock.  The
exercise  price for each  assumed  option will be  calculated  by  dividing  the
exercise price of the option before the transaction by the "cash exchange ratio"
set forth below, rounded up to the nearest whole cent. The "cash exchange ratio"
is a fraction,  the numerator of which is $17.00 and the denominator of which is
the closing  price of Thermo  Electron  common  stock on the day  preceding  the
effective date of the transaction.

<PAGE>

         In addition to the ownership  information that appears in the Item 12 -
"Security  Ownership of Certain  Beneficial  Owners and Management"  table,  Mr.
Melas-Kyriazi  (who is not a named  executive  officer  of the  Corporation  for
purposes of Securities and Exchange Commission regulations,  and whose ownership
information  therefore  does not appear in such table) holds options to purchase
25,000 shares of Common Stock.

         Additionally,   certain   directors   participate   in   the   Deferred
Compensation  Plan.  See Item 12 -  "Security  Ownership  of Certain  Beneficial
Owners and Management." On the effective date of the proposed  transaction,  the
Deferred Compensation Plan will terminate and the participants will receive cash
in an amount equal to the balance of such participant's  stock units credited to
his account under the Deferred Compensation Plan, multiplied by $17.00.

STOCK HOLDING ASSISTANCE PLAN

         The human resources  committee of the Corporation's  board of directors
(the  "Committee")  established a stock  holding  policy that requires its chief
executive  officer  to  acquire  and hold a  minimum  number of shares of Common
Stock.  In order to assist the chief  executive  officer in  complying  with the
policy,  the Committee also adopted a stock holding  assistance plan under which
the Corporation may make interest-free  loans to the chief executive officer, to
enable him to purchase  Common Stock in the open market.  In 1996,  Dr.  Chapman
received a loan in the principal  amount of $210,654 under this plan to purchase
15,000  shares of common stock of which amount  $168,523 was  outstanding  as of
January 1, 2000.  The loan is repayable  upon the earlier of demand or the tenth
anniversary  of the  date  of  the  loan,  unless  otherwise  determined  by the
Committee.

                                   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.


                                              THERMOQUEST CORPORATION


                                              By: / s /  Sandra L. Lambert
                                                 ------------------------------
                                                 Sandra L. Lambert
                                                 Secretary