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 1-14254

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

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

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

              Registrant's telephone number, including area code:
                                (612) 783-2500

          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. Yes [ X ]  No [   ]

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

       The aggregate market value of the voting stock held by
       nonaffiliates of the Registrant as of January 24, 1997, was
PAGE
<PAGE>

                                                                         



       approximately $31,456,000.

       As of  January 24, 1997, the Registrant had 9,875,000 shares of
       Common Stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

       Portions of the Registrant's Annual Report to Shareholders for
       the fiscal year ended December 28, 1996, are incorporated by
       reference into Parts I and II.



            Part III, Item 10.       Directors and Executive Officers of
                                     the Registrant.

            Part III, Item 11.       Executive Compensation.

            Part III, Item 12.       Security Ownership of Certain 
                                     Beneficial Owners and 
                                               Management.

            Part III, Item 13.       Certain Relationships and 
                                          Transactions.


            The information required under these items, originally to be
       incorporated by reference from the Registrant's definitive proxy
       statement to be filed with the Commission pursuant to Regulation
       14A, not later than 120 days after the close of the fiscal year,
       is contained in the following Attachment A, which is included
       herein and made a part of this Annual Report on Form 10-K.

                                  SIGNATURES


            Pursuant to the requirements of Section 13 or 15(d) of the
       Securities Exchange Act of 1934, the Registrant has duly caused
       this Amendment No. 1 on Form 10-K/A to be signed by the
       undersigned, duly authorized.


                                     THERMO SENTRON INC.


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

                                          Sandra L. Lambert
                                          Secretary



                                 ATTACHMENT A
PAGE
<PAGE>

                                                                         



                                   DIRECTORS

            Set forth below are the names of the persons serving as
       directors, their ages, their offices in the Corporation, if any,
       their principal occupation or employment for the past five years,
       the length of their tenure as directors and the names of other
       public companies in which such persons hold directorships.
       Information regarding their beneficial ownership of the
       Corporation's Common Stock and of the common stock of its parent
       company, Thermedics Inc. ("Thermedics"), a manufacturer of inspection
       and measurement instrumentation and biomedical products, and
       Thermedics' parent company, Thermo Electron Corporation
       ("Thermo Electron"), a diversified high technology company, is
       reported under the caption "Stock Ownership." 

       Marshall J.          Mr. Armstrong, 61, has been a director of
       Armstrong            the Corporation since September 1996.  Mr.
                            Armstrong has been senior vice president,
                            government affairs of Thermo Electron since
                            March 1997 and was a vice president of
                            Thermo Electron from 1986 until his
                            promotion.  He also served as chairman of
                            the board of Thermo Power Corporation, a
                            majority-owned subsidiary of Thermo
                            Electron that manufactures packaged
                            cogeneration, commercial cooling and
                            specialized refrigeration systems, from
                            1990 to 1996, as its chief executive
                            officer from 1991 to 1996, and as its
                            president from 1992 to 1995.  He is also a
                            director of SatCon Technology Corporation
                            and Thermo Power Corporation.

       Donald E. Noble      Mr. Noble, 82, has been a director of the
                            Corporation since January 1996.  For more
                            than 20 years, from 1959 to 1980, Mr. Noble
                            served as the chief executive officer of
                            Rubbermaid Incorporated, first with the
                            title of president and then as chairman of
                            the board.  Mr. Noble is also a director of
                            Thermo Electron, Thermo Fibertek Inc.,
                            Thermo Power Corporation and Thermo
                            TerraTech Inc.
       Lewis J. Ribich      Mr. Ribich, 53, has been the chief
                            executive officer, president and a director
                            of the Corporation since its inception in
                            1995.  He has also been president of Ramsey
                            Technology Inc., the predecessor of the
                            Corporation, since 1990.
PAGE
<PAGE>

                                                                         



       Peter Richman        Mr. Richman, 69, has been a director of the
                            Corporation since January 1996.  Mr.
                            Richman has been a consultant on corporate
                            development and acquisition strategies
                            since March 1993.  For more than five years
                            prior to 1993, Mr. Richman was the founder,
                            president and chief executive officer of
                            Keytek Instrument Corp., a manufacturer of
                            electromagnetic compatibility testing
                            equipment, which was sold in 1993 to Thermo
                            Voltek Corp., a majority-owned subsidiary
                            of Thermedics.  Mr. Richman is also a
                            director of Thermo Voltek Corp. 

       John W. Wood Jr.     Mr. Wood, 53, has been a director of the
                            Corporation since its inception in 1995.
                            Mr. Wood has been a senior vice president
                            of Thermo Electron since November 1995, and
                            was a vice president of Thermo Electron
                            from September 1994 to November 1995.  Mr.
                            Wood also has been the president and chief
                            executive officer of Thermedics since 1984.
                            Mr. Wood is also a director of Thermedics,
                            Thermedics Detection Inc., Thermo
                            Cardiosystems Inc. and Thermo Voltek
                            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
       outside directors. The present members of the Audit Committee are
       Mr. Noble and Mr. Richman (Chairman).  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.
       Noble (Chairman) and Mr. Richman. The Human Resources Committee
       reviews the performance of senior members of management,
       recommends executive compensation and administers the
       Corporation's stock option and other stock-based compensation
       plans. The Corporation does not have a nominating committee of
       the Board of Directors. The Board of Directors met five times,
       the Audit Committee met once and the Human Resources Committee
       met four times during fiscal 1996. Each director attended at
       least 75% of all meetings of the Board of Directors and
       committees on which he served held during fiscal 1996.

       Compensation of Directors

       Cash Compensation

            Directors who are not employees of the Corporation, of
       Thermo Electron or of any other companies affiliated with Thermo
                                        2
PAGE
<PAGE>

                                                                         



       Electron (also referred to as "outside directors") receive an
       annual retainer of $2,000 and a fee of $1,000 per day for
       attending regular meetings of the Board of Directors and $500 per
       day for participating in meetings of the Board of Directors held
       by means of conference telephone and for participating in certain
       meetings of committees of the Board of Directors.  Payment of
       directors' fees is made quarterly.  Messrs. Armstrong, Ribich and
       Wood 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 Deferred Compensation Plan for directors (the
       "Deferred Compensation Plan"), a director has the right to defer
       receipt of his cash fees until he ceases to serve as a director,
       dies or retires from his principal occupation. In the event of a
       change in control or proposed change in control of the
       Corporation that is not approved by the Board of Directors,
       deferred amounts become payable immediately. Either of the
       following is deemed to be a change of control: (a) the
       occurrence, without the prior approval of the Board of Directors,
       of the acquisition, directly or indirectly, by any person of 50%
       or more of the outstanding Common Stock or the outstanding common
       stock of Thermedics or 25% or more of the outstanding common
       stock of Thermo Electron; or (b) the failure of the persons
       serving on the Board of Directors immediately prior to any
       contested election of directors or any exchange offer or tender
       offer for the Common Stock or the common stock of Thermedics or
       25% or more of the outstanding common stock of Thermo Electron to
       constitute a majority of the Board of Directors at any time
       within two years following any such event. Amounts deferred
       pursuant to the Deferred Compensation Plan are valued at the end
       of each quarter as units of the Corporation's Common Stock. When
       payable, amounts deferred may be disbursed solely in shares of
       Common Stock accumulated under the Deferred Compensation Plan. A
       total of 25,000 shares of Common Stock have been reserved for
       issuance under the Deferred Compensation Plan. As of March 1,
       1997, deferred units equal to 971.40 shares of Common Stock were
       accumulated under the Deferred Compensation Plan.  

       Directors Stock Option Plan

            The Corporation's directors stock option plan (the
       "Directors Plan") provides for the grant of stock options to
       purchase shares of Common Stock to outside
       directors as additional compensation for their service as
       directors.  The Directors Plan provides for the grant of stock
       options upon a director's initial appointment and, beginning in
       2000, awards options to purchase 1,000 shares annually to outside
       directors.  A total of 100,000 shares of Common Stock have been
       reserved for issuance under the Directors Plan.

                                        3
PAGE
<PAGE>

                                                                         



            Under the Directors Plan, each outside director who joined
       the Board of Directors prior to or during 1996 was granted an
       option to purchase 15,000 shares of Common Stock upon the
       effective date of the Corporation's initial public offering.  The
       size of awards to new directors appointed to the Board of
       Directors after 1996 is reduced by 3,750 shares in each
       subsequent year.  Outside directors who join the Board of
       Directors after 1999 would not receive an option grant upon their
       appointment or election to the Board of Directors, but would be
       eligible to participate in the annual option awards described
       below.  Options evidencing initial grants to directors are
       exercisable six months after the date of grant.  The shares
       acquired upon exercise are subject to restrictions on transfer
       and the right of the Corporation to repurchase such shares at the
       exercise price in the event the director ceases to serve as a
       director of the Corporation or any other Thermo Electron company.
       The restrictions and repurchase rights lapse or are deemed to
       have lapsed in equal annual installments of 3,750 shares per
       year, starting with the first anniversary of the grant date,
       provided the director has continuously served as a director of
       the Corporation or any other Thermo Electron company since the
       grant date.  These options expire on the fifth anniversary of the
       grant date, unless the director dies or otherwise ceases to serve
       as a director of the Corporation or any other Thermo Electron
       company prior to that date.

            Outside directors will also receive an annual grant of
       options to purchase 1,000 shares of Common Stock, commencing with
       the Annual Meeting of the Stockholders to be held in 2000.  The
       annual grant 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 may be exercised at any time from and after the six-month
       anniversary of the grant date of the option and prior to the
       expiration of the option on the third anniversary of the grant
       date.  Shares acquired upon exercise of the options would be
       subject to repurchase by the Corporation at the exercise price if
       the recipient ceased to serve as a director of the Corporation or
       any other Thermo Electron company prior to the first anniversary
       of the grant date.

            The exercise price for options granted under the Directors
       Plan is the average of the closing prices of the common stock as
       reported on the American Stock Exchange (or other principal
       market on which the Common Stock is then traded) for the five
       trading days preceding and including the date of grant, or, if
       the shares are not then traded, at the last price per share paid
       by third parties in an arms-length transaction prior to the
       option grant.  Options to purchase 100,000 shares of Common Stock
       were reserved and available for grant under the Directors Plan as
       of March 1, 1997. 

       Stock Ownership Policies for Directors

                                        4
PAGE
<PAGE>

                                                                         



            During 1996, the Human Resources Committee of the Board of
       Directors (the "Committee") established a stock holding policy
       for directors.   The stock holding policy requires each director
       to hold a minimum of 1,000 shares of Common Stock.  Directors are
       requested to achieve this ownership level by the 1998 Annual
       Meeting of Stockholders.  Directors who are also executive
       officers of the Corporation are required to comply with a
       separate stock holding policy established by the Committee in
       1996. 

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

       STOCK OWNERSHIP
        
            The following table sets forth the beneficial ownership of
       Common Stock, as well as the common stock of Thermedics, the
       Corporation's parent company, and of Thermo Electron, Thermedics'
       parent company, as of March 1, 1997, with respect to (i) each
       person who was known by the Corporation to own beneficially more
       than 5% of the outstanding shares of Common Stock, (ii) each
       director, (iii) each executive officer named in the summary
       compensation table under the heading "Executive Compensation" and
       (iv) all directors and current executive officers as a group.

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


<TABLE>

<CAPTION>



        Name                       Thermo        Thermedics   Thermo
                                   Sentron       Inc. (3)     Electron
                                   Inc. (2)                   Corporation
                                                              (4)

        <S>                             <C>           <C>          <C>
        Thermedics Inc. (5)            7,000,000           N/A          N/A

        Investment Advisers, Inc.        500,200           N/A          N/A
        (6)

        Marshall J.  Armstrong             2,000         1,313      167,013

        M. Preston Luman                  26,200        10,777          386

        Donald E. Noble                   16,785        14,173       54,701

        Lewis J. Ribich                   65,200        51,501       12,039

        Peter Richman                     16,485         8,000        3,300

        John W. Wood Jr.                  33,000       175,347      263,199

        All directors and current
        executive
        officers as a group (8           194,670       346,954    1,172,404

</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  the  Common  Stock  beneficially  owned  by  Mr.
            Armstrong, Mr. Luman,  Mr. Noble, Mr.  Ribich, Mr.  Richman,
            Mr. Wood and all directors and executive officers as a group
            include 2,000, 20,000,  15,000, 60,000,  15,000, 30,000  and
                                        5
PAGE
<PAGE>

                                                                         



            162,000 shares, respectively, that such person or group  has
            the right  to  acquire within  60  days of  March  1,  1997,
            through the exercise of stock options.  Shares of the Common
            Stock beneficially owned by Mr.  Noble, Mr. Richman and  all
            directors and executive officers as a group include 485, 485
            and 970 full  shares, respectively,  allocated  to  their
            respective accounts through March 1, 1997, maintained  under
            the Corporation's deferred compensation plan for  directors.
            No director  or executive  officer beneficially  owned  more
            than 1% of the Common Stock outstanding as of March 1, 1997;
            all directors and executive officers as a group beneficially
            owned 1.9% of the Common Stock outstanding as of such date. 

       (3)  Shares of the common stock of Thermedics beneficially  owned
            by Mr. Luman, Mr. Noble,  Mr. Ribich, Mr. Richman, Mr.  Wood
            and all directors and executive officers as a group  include
            10,000, 4,500, 50,700,  4,500, 125,500  and 264,200  shares,
            respectively, that such  person or  group has the right  to
            acquire within  60 days  after March  1, 1997,  through  the
            exercise of stock  options. Shares  of the  common stock  of
            Thermedics beneficially  owned  by  Mr.  Armstrong  and  all
            directors and executive  officers as a  group include  1,313
            full  shares,  allocated  through  March  1,  1997,  to  Mr.
            Armstrong's account maintained pursuant to Thermo Electron's
            employee stock  ownership plan  (the "ESOP"),  of which  the
            trustees, who  have investment  power over  its assets,  are
            executive officers of Thermo Electron.  Shares of the common
            stock of Thermedics beneficially  owned by Mr. Wood  include
            2,600 shares held in custodial  accounts for the benefit  of
            minor children.  The directors and executive officers of the
            Corporation did not individually or as a group  beneficially
            own  more  than  1%  of  the  common  stock  of   Thermedics
            outstanding as of March 1, 1997.
        
       (4)  The shares of the common  stock of Thermo Electron shown  in
            the table  reflect  a  three-for-two  split  of  such  stock
            distributed in  June  1996  in  the  form  of  a  50%  stock
            dividend. Shares  of the  common  stock of  Thermo  Electron
            beneficially owned by Mr. Armstrong, Mr. Noble, Mr.  Ribich,
            Mr. Wood and all directors and executive officers as a group
            include 111,374, 9,375, 11,325, 227,658 and 886,991  shares,
            respectively, that such  person or  group has  the right  to
            acquire within  60  days  of  March  1,  1997,  through  the
            exercise of stock  options. Shares  of the  common stock  of
            Thermo Electron  beneficially owned  by  Mr. Noble  and  all
            directors and executive officers  as a group include  41,911
            full shares  allocated  to Mr.  Noble's  account  maintained
            under the  Thermo Electron  deferred compensation  plan  for
            directors.  Shares of the common stock of Thermo Electron
            beneficially owned by Mr. Armstrong include 249 shares owned by
            his spouse. The directors  and executive  officers of the
            corporation did not individually or as a group beneficially own
            more than 1%  of the common stock of Thermo Electron outstanding
            as of  March  1, 1997.  
                
       (5)  As  of  March   1,  1997,   Thermedics  beneficially   owned
                                        6
PAGE
<PAGE>

                                                                         



            approximately  71%   of   the  outstanding   Common   Stock.
            Thermedics'  address   is  470   Wildwood  Street,   Woburn,
            Massachusetts 02254.   As of March  1, 1997, Thermedics  had
            the power to elect all  of the members of the  Corporation's
            Board  of  Directors.     Thermedics  is  a   majority-owned
            subsidiary of Thermo Electron and therefore, Thermo Electron
            may be deemed  a beneficial  owner of the  shares of  Common
            Stock beneficially  owned by  Thermedics.   Thermo  Electron
            disclaims beneficial ownership of these shares.

       (6)  Information regarding  the number  of shares  of the  Common
            Stock beneficially  owned by  Investment Advisers,  Inc.  is
            based  on  the  most  recent  Schedule  13G  of   Investment
            Advisers, Inc. received by  the Corporation, which  reported
            such ownership  as of  December 31,  1996.   The address  of
            Investment Advisers, Inc. is 3700 First Bank Place, Box 357,
            Minneapolis, Minnesota  55440.   As  of December  31,  1996,
            Investment Advisers, Inc.  beneficially owned  approximately
            5.07% of the outstanding Common Stock.
        
       Section 16(a) Beneficial Ownership Reporting Compliance
        
            Section 16(a) of the Securities Exchange Act of 1934
       requires the Corporation's directors and executive officers, and
       beneficial owners of more than 10% of the Common Stock, such as
       Thermedics and its parent company, Thermo Electron, to file with
       the Securities and Exchange Commission initial reports of
       ownership and periodic reports of changes in ownership of the
       Corporation's securities. Based upon a review of such filings,
       all Section 16(a) filing requirements applicable to such persons
       were complied with during 1996, except in the following
       instances.   Mr. Peter Richman, a director of the Corporation,
       filed one Form 4 late reporting one transaction consisting of an
       open market purchase of shares.  Thermo Electron filed six Forms
       4 late, reporting a total of 17 transactions, consisting of 13
       open market purchases of Common Stock, the exercise of two
       options to purchase Common Stock  granted to employees and the
       lapse and cancellation of two such options without exercise.

       EXECUTIVE COMPENSATION

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

       Summary Compensation Table

            The following table summarizes compensation for services to
       the Corporation in all capacities awarded to, earned by or paid
       to the Corporation's chief executive officer and one other
       executive officer for the last two fiscal years.  No other
       executive officer of the Corporation met the definition of
       "highly compensated" within the meaning of the Securities and
                                        7
PAGE
<PAGE>

                                                                         



       Exchange Commission's executive compensation disclosure rules. 
        
            The Corporation is required to appoint certain executive
       officers and full-time employees of Thermo Electron as executive
       officers of the Corporation, in accordance with the Thermo
       Electron Corporate Charter. The compensation for these executive
       officers is determined and paid entirely by Thermo Electron. The
       time and effort devoted by these individuals to the Corporation's
       affairs is provided to the Corporation under the Corporate
       Services Agreement between the Corporation and Thermo Electron.
       Accordingly, the compensation for these individuals is not
       reported in the following table. 




<TABLE>

<CAPTION>





                               Summary Compensation Table


                                                       Long Term
                                                     Compensation
                                                      Securities
                                                      Underlying
                                       Annual       Options (No. of
             Name and       Fiscal  Compensation        Shares        All Other
        Principal Position   Year  Salary   Bonus   and Company) (1)  Compensation
                                                                         (2)

                <S>          <C>     <C>     <C>       <C>                <C>    
        Lewis J. Ribich      1996 $159,000  $89,000    60,000(TSR)     $8,059(3)

           President and                                  600(TMD)

           Chief Executive                                 75(TMO)

           Officer    
                                                        2,000(TFG)

                             1995 $155,000  $87,500       100(TMD)     $6,750


        M. Preston Luman     1996 $100,000  $48,000    20,000(TSR)     $6,240(3)

        Vice President, 
                             1995 $ 95,000  $40,000        --          $6,594
        Finance and 

        Operations

        
</TABLE>


       (1)  Options granted  by the  Corporation are  designated in  the
            table as  "TSR."   In  addition, Mr.  Ribich has  also  been
            granted options to purchase common stock of Thermo  Electron
            and its  majority-owned subsidiaries  from time  to time  as
            part of  Thermo Electron's  stock option  program.   Options
            have been granted during  the last two  fiscal years in  the
            following  Thermo  Electron  companies:    Thermedics   Inc.
            (designated  in   the  table   as  TMD),   Thermo   Electron
            (designated in the  table as TMO)  and Thermo Fibergen  Inc.
            (designated in the table as TFG).

       (2)  Represents the amount of matching contributions made by  the
            individual's  employer  on  behalf  of  executive   officers
            participating in the Thermo Electron 401(k) plan. 

       (3)  In addition  to the  matching  contribution referred  to  in
            footnote (2), such  amount includes $1,309  and $896,  which
            represents the  amount of  compensation attributable  to  an
            interest-free loan  provided to  Mr. Ribich  and Mr.  Luman,
            respectively, pursuant  to the  Corporation's stock  holding
            assistance plan.  See "Relationship with Affiliates -  Stock
            Holding Assistance Plan."

       Stock Options Granted During Fiscal 1996

            The following table sets forth information concerning
       individual grants of stock options made during fiscal 1996 to the
       Corporation's chief executive officer and the other named
       executive officer.  It has not been the Corporation's policy in
       the past to grant stock appreciation rights, and no such rights
       were granted during fiscal 1996. 



<TABLE>

<CAPTION>




                                   Option Grants in Fiscal 1996


                                                                           Potential
                                                                           Realizable
                                         Percent of                     Value at Assumed

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

              Name         Granted (1)   Fiscal Year  Share    Date       5%       10%
                                             
               <S>          <C>             <C>         <C>      <C>      <C>       <C>
        Lewis J. Ribich     60,000 (TSR)   20.8%       $14.00 03/01/08 $668,400 $1,796,400

                               600 (TMD)    0.2% (3)   $28.13 02/09/99   $2,658     $5,586

                                75 (TMO)      -- (3)   $42.79 05/22/99     $506     $1,062

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



       M. Preston Luman    20,000 (TSR)     6.9%       $14.00 03/01/08 $222,800   $598,800 

</TABLE>



                                        8
PAGE
<PAGE>

                                                                         




       (1)  The options granted during  the fiscal year are  immediately
            exercisable as of the end of the fiscal year.  In all cases,
            the shares acquired upon exercise are subject to  repurchase
            by the granting  corporation at  the exercise  price if  the
            optionee ceases to  be employed by  such corporation or  any
            other Thermo Electron company. The granting corporation  may
            exercise its repurchase rights  within six months after  the
            termination of the  optionee's employment.   The  repurchase
            rights generally  lapse ratably  over  a five-  to  ten-year
            period, depending on  the option term,  which may vary  from
            seven to twelve years, provided that the optionee  continues
            to be employed by the Corporation or another Thermo Electron
            company.  The options granted to Mr. Ribich were granted  as
            a part of  Thermo Electron's  stock option  program.   These
            options have  three-year terms,  and the  repurchase  rights
            lapse in their  entirety on  the second  anniversary of  the
            grant date.  The granting corporation may permit the  holder
            of  options  to   exercise  options  and   to  satisfy   tax
            withholding obligations by surrendering shares equal in fair
            market  value   to  the   exercise  price   or   withholding
            obligation. 
        
       2)   The amounts shown on this table represent hypothetical gains
            that  could  be  achieved  for  the  respective  options  if
            exercised at the end  of the option term.   These gains  are
            based on assumed rates of  stock appreciation of 5% and  10%
            compounded annually  from the  date the  respective  options
            were granted to their expiration date.  The gains shown  are
            net of  the  option  exercise  price,  but  do  not  include
            deductions for taxes or  other expenses associated with  the
            exercise.  Actual gains, if  any, on stock option  exercises
            will depend on the future performance of the common stock of
            the   granting   corporation,   the   optionee's   continued
            employment through the option period  and the date on  which
            the options are exercised.

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

       Stock Options Exercised During Fiscal 1996

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




                                        9
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<PAGE>

                                                                         





<TABLE>

<CAPTION>







                      Aggregated Option Exercises In Fiscal 1995 And 
                             Fiscal 1996 Year-End Option Values


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

        Lewis J. Ribich   Thermo Sentron    --      --      60,000/0          $0 /--

                          Thermo            --      --      11,325/0    $223,426 /--
                          Electron

                          Thermedics        --      --      50,700/0    $270,061 /--

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

                          ThermoSpectra     --      --         800/0      $1,500 /--

        M. Preston Luman  Thermo Sentron    --      --      20,000/0          $0 /--

                          Thermedics        --      --      10,000/0     $53,950 /--

</TABLE>


       (1)  All of the options  reported outstanding at  the end of  the
            fiscal year were  immediately exercisable as  of the end  of
            the fiscal year.   In  all cases, the  shares acquired  upon
            exercise of the options reported in the table are subject to
            repurchase by the granting corporation at the exercise price
            if the optionee ceases to be employed by such corporation or
            any other Thermo Electron company. The granting  corporation
            may exercise its repurchase  rights within six months  after
            the  termination  of   the  optionee's   employment.     The
            repurchase rights generally  lapse ratably over  a five-  to
            ten-year period,  depending on  the option  term, which  may
            vary from seven to twelve years, provided that the  optionee
            continues to  be  employed  by the  Corporation  or  another
            Thermo Electron company.  Certain options granted as a  part
            of Thermo Electron's  stock option  program have  three-year
            terms, and the repurchase rights lapse in their entirety  on
            the second  anniversary of  the grant  date.   The  granting
            corporation  may  permit  the  holder  of  such  options  to
            exercise options and to satisfy tax withholding  obligations
            by surrendering shares  equal in  fair market  value to  the
            exercise price or withholding obligation. 

       RELATIONSHIP WITH AFFILIATES

            Thermo Electron has adopted a strategy of selling a minority
       interest in subsidiary companies to outside investors as an
       important tool in its future development. As part of this
       strategy, Thermo Electron and certain of its subsidiaries have
       created several privately and publicly held subsidiaries,
       including the Corporation, which was created by Thermedics Inc.
       From time to time, Thermo Electron and its subsidiaries will
       create other majority-owned subsidiaries as part of its spinout
       strategy. (The Corporation and the other majority-owned Thermo
       Electron subsidiaries are hereinafter referred to as the "Thermo
       Subsidiaries.") 
        
            Thermo Electron and each of the Thermo Subsidiaries
       recognize that the benefits and support that derive from their
       affiliation are essential elements of their individual
       performance. Accordingly, Thermo Electron and each of the Thermo
       Subsidiaries have adopted the Thermo Electron Corporate Charter
       (the "Charter") to define the relationships and delineate the
       nature of such cooperation among themselves. The purpose of the
       Charter is to ensure that (1) all of the companies and their
       stockholders are treated consistently and fairly, (2) the scope
       and nature of the cooperation among the companies, and each
       company's responsibilities, are adequately defined, (3) each
       company has access to the combined resources and financial,
       managerial and technological strengths of the others, and (4)
       Thermo Electron and the Thermo Subsidiaries, in the aggregate,
                                       10
PAGE
<PAGE>

                                                                         



       are able to obtain the most favorable terms from outside parties.
        
            To achieve these ends, the Charter identifies the general
       principles to be followed by the companies, addresses the role
       and responsibilities of the management of each company, provides
       for the sharing of group resources by the companies and provides
       for centralized administrative, banking and credit services to be
       performed by Thermo Electron. The services provided by Thermo
       Electron include collecting and managing cash generated by
       members, coordinating the access of Thermo Electron and the
       Thermo Subsidiaries (the "Thermo Group") to external financing
       sources, ensuring compliance with external financial covenants
       and internal financial policies, assisting in the formulation of
       long-range planning and providing other banking and credit
       services. Pursuant to the Charter, Thermo Electron may also
       provide guarantees of debt or other obligations of the Thermo
       Subsidiaries or may obtain external financing at the parent level
       for the benefit of the Thermo Subsidiaries. In certain instances,
       the Thermo Subsidiaries may provide credit support to, or on
       behalf of, the consolidated entity or may obtain financing
       directly from external financing sources. Under the Charter,
       Thermo Electron is responsible for determining that the Thermo
       Group remains in compliance with all covenants imposed by
       external financing sources, including covenants related to
       borrowings of Thermo Electron or other members of the Thermo
       Group, and for apportioning such constraints within the Thermo
       Group. In addition, Thermo Electron establishes certain internal
       policies and procedures applicable to members of the Thermo
       Group. The cost of the services provided by Thermo Electron to
       the Thermo Subsidiaries is covered under existing corporate
       services agreements between Thermo Electron and each of the
       Thermo Subsidiaries. 
        
            The Charter presently provides that it shall continue in
       effect so long as Thermo Electron and at least one Thermo
       Subsidiary participate. The Charter may be amended at any time by
       agreement of the participants. Any Thermo Subsidiary, including
       the Corporation, can withdraw from participation in the Charter
       upon 30 days' prior notice. In addition, Thermo Electron may
       terminate a subsidiary's participation in the Charter in the
       event the subsidiary ceases to be controlled by Thermo Electron
       or ceases to comply with the Charter or the policies and
       procedures applicable to the Thermo Group.  A withdrawal from the
       Charter automatically terminates the corporate services agreement
       and tax allocation agreement (if any) in effect between the
       withdrawing company and Thermo Electron. The withdrawal from
       participation does not terminate outstanding commitments to third
       parties made by the withdrawing company, or by Thermo Electron or
       other members of the Thermo Group, prior to the withdrawal.
       However, a withdrawing company is required to continue to comply
       with all policies and procedures applicable to the Thermo Group
       and to provide certain administrative functions mandated by
       Thermo Electron so long as the withdrawing company is controlled
       by or affiliated with Thermo Electron. 
                                       11
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<PAGE>

                                                                         



        
            As provided in the Charter, the Corporation and Thermo
       Electron have entered into a Corporate Services Agreement (the
       "Services Agreement") under which Thermo Electron's corporate
       staff provides certain administrative services, including certain
       legal advice and services, risk management, employee benefit
       administration, tax advice and preparation of tax returns,
       centralized cash management and financial and other services to
       the Corporation. The Corporation was assessed an annual fee equal
       to 1.0% of the Corporation's revenues for these services for
       calendar 1996. The fee is reviewed annually and may be changed by
       mutual agreement of the Corporation and Thermo Electron.  During
       fiscal 1996, Thermo Electron assessed the Corporation $700,000 in
       fees under the Services Agreement. Management believes that the
       charges under the Services Agreement are reasonable and that the
       terms of the Services Agreement are fair to the Corporation.  For
       items such as employee benefit plans, insurance coverage and
       other identifiable costs, Thermo Electron charges the Corporation
       based on charges attributable to the Corporation. The Services
       Agreement automatically renews for successive one-year terms,
       unless canceled by the Corporation upon 30 days' prior notice. In
       addition, the Services Agreement terminates automatically in the
       event the Corporation ceases to be a member of the Thermo Group
       or ceases to be a participant in the Charter. In the event of a
       termination of the Services Agreement, the Corporation will be
       required to pay a termination fee equal to the fee that was paid
       by the Corporation for services under the Services Agreement for
       the nine-month period prior to termination. Following
       termination, Thermo Electron may provide certain administrative
       services on an as-requested basis by the Corporation or as
       required in order to meet the Corporation's obligations under
       Thermo Electron's policies and procedures. Thermo Electron will
       charge the Corporation a fee equal to the market rate for
       comparable services if such services are provided to the
       Corporation following termination. 

            The Corporation acts as a distributor in Europe for process
       measurement instruments manufactured by TN Technologies ("TN"),
       a subsidiary of Thermo Instrument Systems Inc. ("Thermo Instrument"),
       a publicly traded, majority- owned subsidiary of Thermo Electron.
       In 1996, the Corporation purchased such products from TN for $563,000.
       In 1996, the Corporation also sold meters to TN resulting in revenues
       of $114,000.

            In 1996, the Corporation received a ten percent (10%)
       commission totaling $69,670 from another subsidiary of Thermo
       Instrument, which the Corporation earned in connection with the sale
       by this subsidiary of one of its CrossBelt Analyzers to an
       Australian-based cement manufacturing company.
                                       12
PAGE
<PAGE>

                                                                         




            As of December 28, 1996, $1,018,000 of the Corporation's
       cash equivalents were invested pursuant to a repurchase agreement
       with Thermo Electron.  Under this agreement, the Corporation in
       effect lends excess cash to Thermo Electron, which Thermo
       Electron collateralizes with investments principally consisting
       of corporate notes, United States government agency securities,
       money market funds, commercial paper and other marketable
       securities, in the amount of at least 103% of such obligation.
       The Corporation's funds subject to the repurchase agreement are
       readily convertible into cash by the Corporation.  The repurchase
       agreement earns a rate based on the 90-day Commercial Paper
       Composite Rate plus 25 basis points, set at the beginning of each
       quarter.

       Stock Holding Assistance Plan

            During 1996, the Human Resources Committee of the Corporation's
       Board of Directors (the "Committee") established a stock holding
       policy for executive officers of the Corporation.  The stock
       holding policy specifies an appropriate level of ownership of the
       Corporation's Common Stock as a multiple of the officer's
       compensation.  For the chief executive officer, the multiple is
       one times his base salary and reference bonus for the calendar
       year.  For all other officers, the multiple is one times the
       officer's base salary.  The Committee deemed it appropriate to
       permit officers to achieve these ownership levels over a
       three-year period.

            In order to assist officers 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 officers to enable them to purchase shares of the Common Stock
       in the open market.  The loans are required to be repaid upon the
       earlier of demand or the fifth anniversary of the grant date,
       unless otherwise authorized by the Committee.  During 1996, Mr.
       Lewis J. Ribich, the Corporation's chief executive officer, and
       Mr. M. Preston Luman, the Corporation's vice president, each
       received loans in the respective principal amounts of $75,384 and
       $70,010.70 under this plan to purchase 5,200 and 5,800 shares,
       respectively.  


       AA971130051