SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                     --------------------------------------

                                    FORM 10-K

   (mark one)
   [ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the fiscal year ended January 3, 1998

   [   ] 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: (781) 622-1000

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

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

           Securities registered pursuant to Section 12(g) of the Act:
                                      None
   Indicate by check mark whether the Registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act
   of 1934 during the preceding 12 months, and (2) has been subject to the
   filing requirements for at least the past 90 days. Yes [ X ] No [   ]

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

   The aggregate market value of the voting stock held by nonaffiliates of the
   Registrant as of January 30, 1998, was approximately $21,013,000.
   As of January 30, 1998, the Registrant had 9,862,000 shares of Common Stock
   outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the Registrant's Annual Report to Shareholders for the year
   ended January 3, 1998, are incorporated by reference into Parts I and II.

   Portions of the Registrant's definitive Proxy Statement for the Annual
   Meeting of Shareholders to be held on June 1, 1998, are incorporated by
   reference into Part III.
PAGE
<PAGE>
                                     PART I

    Item 1. Business
            --------

    (a) General Development of Business
        -------------------------------

        Thermo Sentron Inc. (the Company or the Registrant) designs,
    develops, manufactures, and sells high-speed precision-weighing and
    inspection equipment for industrial production and packaging lines. The
    Company serves two principal markets: packaged goods and bulk materials.
    The Company's products for the packaged-goods market include a broad
    line of checkweighing equipment and metal detectors that can be
    integrated at various stages in production lines for process control and
    quality assurance. The Company's bulk-materials product line includes
    conveyor-belt scales, solid level-measurement and conveyor-monitoring
    systems, sampling systems, and small-capacity feeders. In February 1997,
    the Company acquired substantially all the assets, subject to certain
    liabilities of RCC Industrial Electronics Pty. Limited (RCCI), an
    Australian-based manufacturer of in-motion checkweighers for the food
    and pharmaceutical industries. In July 1997, the Company acquired
    Westerland Engineering Ltd., a United Kingdom-based manufacturer of
    process-weighing and control equipment.

        The Company was incorporated in Delaware in November 1995 as a wholly
    owned subsidiary of Thermedics Inc., a publicly traded subsidiary of
    Thermo Electron Corporation. The Company was operated as Ramsey
    Technology Inc., a wholly owned subsidiary of Baker Hughes Incorporated,
    prior to its March 16, 1994, acquisition by Thermedics. In April 1996,
    the Company sold 2,875,000 shares of its common stock in an initial
    public offering at $16.00 per share, for net proceeds of $42.3 million.
    As of January 3, 1998, Thermedics owned 7,000,000 shares of the Company's
    common stock, representing 71% of such stock outstanding. In addition to
    the Company's products, Thermedics develops, manufactures, and markets
    electrochemistry and microweighing products, product quality-assurance
    systems, instruments to test electronics and a range of power products,
    semiconductors, security devices, as well as implantable heart-assist
    systems, whole blood coagulation testing equipment, skin-incision
    devices, and other biomedical products. As of January 3, 1998, Thermo
    Electron owned 676,900 shares of the Company's common stock, representing
    7% of such stock outstanding. Thermo Electron and Thermedics may purchase
    shares of the Company's common stock from time to time in the open
    market, or in negotiated transactions. During 1997*, Thermo Electron
    purchased 426,900 shares of the Company's common stock for $4,772,000.
    Thermo Electron provides analytical and monitoring instruments;
    biomedical products including heart-assist devices, respiratory-care
    equipment, and mammography systems; paper-recycling and papermaking
    equipment; alternative-energy systems; industrial process equipment; and
    other specialized products. Thermo Electron also provides industrial
    outsourcing, laboratory, and metallurgical services, and conducts
    advanced-technology research and development.

    * References to 1997, 1996, and 1995 herein are for the fiscal years
      ended January 3, 1998, December 28, 1996, and December 30, 1995,
      respectively.

                                        2PAGE
<PAGE>
    Forward-looking Statements

        Forward-looking statements, within the meaning of Section 21E of the
    Securities Exchange Act of 1934, are made throughout this Annual Report
    on Form 10-K. For this purpose, any statements contained herein that are
    not statements of historical fact may be deemed to be forward-looking
    statements. Without limiting the foregoing, the words "believes,"
    "anticipates," "plans," "expects," "seeks," "estimates," and similar
    expressions are intended to identify forward-looking statements. There
    are a number of important factors that could cause the results of the
    Company to differ materially from those indicated by such forward-looking
    statements, including those detailed under the heading "Forward-looking
    Statements" in the Registrant's 1997 Annual Report to Shareholders which
    statements are incorporated herein by reference.

    (b) Information About Industry Segments
        -----------------------------------

        The Company is engaged in one business segment: the design,
    manufacture, and marketing of precision-weighing and inspection
    equipment.

    (c) Description of Business
        -----------------------

    Products for Packaged Goods

        Sales of products for the packaged-goods market represented
    approximately 36% of the Company's total revenues in 1997. These
    products are sold primarily to customers in the food-processing and
    pharmaceutical industries.

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

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

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

                                        3PAGE
<PAGE>
        Metal Detectors. Metal detectors are used to inspect packaged
        ---------------
    products for metal contaminants. The Company offers metal detectors
    capable of detecting a small metal particle (approximately one
    millimeter in diameter) in a package moving on a conveyor belt at speeds
    in excess of 300 feet per minute.

        The Company's patented self-testing technology for use with
    metal-detection products allows an operator to program a metal detector
    to automatically route a metal test sphere through the device at preset
    intervals, without operator assistance or interruption to the production
    process. The results of these tests can be tracked by computer and
    incorporated into quality- and process-control reports. The Company
    introduced this new patented feature as part of its metal-detection
    product line in 1996.

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

        Revenues from products for packaged goods were $28,563,000,
    $25,861,000, and $23,700,000 in 1997, 1996, and 1995, respectively.

    Products for Bulk Materials

        Sales of products for the bulk-materials market represented
    approximately 64% of the Company's total revenues in 1997. These
    products are sold primarily to customers in the mining and
    material-processing industries, electric utilities, and chemical and
    other manufacturing companies.

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

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

        The Company's conveyor-belt scales are well-suited for the weighing
    of materials traveling at high speeds and for processes requiring high
    accuracy. These products make use of the Company's proprietary
    algorithms and applications expertise to measure material moving at
    speeds in excess of 10,000 tons per hour with accuracy to within the
                                        4PAGE
<PAGE>
    0.125% level. The Company's conveyor-belt scales may also be linked to a
    computer for system process-control. This communications capability is
    designed to assist customers in monitoring inventory, preparing quality-
    control reports, and operating production lines more efficiently.

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

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

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

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

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

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

        Revenues from products for bulk materials were $50,132,000,
    $44,166,000, and $43,774,000 in 1997, 1996, and 1995, respectively.

                                        5PAGE
<PAGE>
    Distribution of Products

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

    Raw Materials

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

    Patents, Licenses, and Trademarks

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

        The Company holds issued U.S. patents expiring at various dates
    ranging from September 2002 to September 2010. The Company also has
    applications pending for additional U.S. patents and a number of foreign
    counterparts for its patents in various foreign countries. In addition,
    the Company has certain registered and other trademarks and is a licensee
    of a patent for its C-level sensors. The Company believes that its
    products, trademarks, and other proprietary rights do not infringe the
    proprietary rights of third parties. There can be no assurance, however,
    that third parties will not assert infringement claims in the future.

    Backlog

        The Company's backlog of unfilled firm orders was $13,142,000 and
    $14,195,000 as of January 3, 1998, and December 28, 1996, respectively.
    Certain of these orders are cancellable by the customer upon payment of a
    cancellation charge. The Company anticipates that substantially all of
    the backlog at January 3, 1998, will be shipped during 1998. The Company
    does not believe that the size of its backlog is necessarily indicative
    of intermediate or long-term trends in its business.

                                        6PAGE
<PAGE>
    Competition

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

    Research and Development

        Research and development expenses for the Company were $1,888,000,
    $1,881,000, and $1,920,000 in 1997, 1996, and 1995, respectively.

    Environmental Protection Regulations

        The Company believes that its compliance with federal, state, and
    local environmental protection regulations will not have a material
    adverse effect on its capital expenditures, earnings, or competitive
    position.

    Number of Employees

        As of January 3, 1998, the Company employed approximately 477 people.

    (d) Financial Information About Exports by Domestic Operations and About
        --------------------------------------------------------------------
        Foreign Operations
        ------------------

        Financial information about exports by domestic operations and about
    foreign operations is summarized in Note 10 to Consolidated Financial
    Statements in the Registrant's 1997 Annual Report to Shareholders, which
    information is incorporated herein by reference.



                                        7PAGE
<PAGE>
    (e) Executive Officers of the Registrant
        ------------------------------------

                                         Present Title (Year First Became
        Name                       Age   Executive Officer)
        ------------------------   ---   -----------------------------------
        Lewis J. Ribich             53   President and Chief Executive
                                           Officer (1995)
        John N. Hatsopoulos         63   Chief Financial Officer and Senior
                                           Vice President (1996)
        Paul F. Kelleher            55   Chief Accounting Officer (1995)
        M. Preston Luman            42   Vice President, Finance and 
                                           Operations (1995)

        Each executive officer serves until his successor is chosen or
    appointed by the Board of Directors and qualified or until his earlier
    resignation, death, or removal. Messrs. Hatsopoulos and Kelleher have
    held comparable positions for at least five years with Thermedics or
    Thermo Electron. Mr. Ribich has been Chief Executive Officer, President,
    and a Director of the Company since its inception in 1995 and President
    of Ramsey since 1990. Mr. Luman has been Vice President, Finance and
    Operations of the Company since its inception in 1995. For ten years, Mr.
    Luman has held various financial and operations positions at Ramsey.
    Messrs. Hatsopoulos and Kelleher are full-time employees of Thermo
    Electron, but devote such time to the affairs of the Company as the
    Company's needs reasonably require.

    Item 2. Properties
            ----------

        Under a lease expiring in March 1999, the Company leases
    approximately 90,000 square feet of office and final-assembly space in
    Minneapolis, Minnesota, from which it conducts its principal U.S.
    operations. The Company conducts its international operations primarily
    from approximately 156,000 square feet of additional facilities, 35,000
    square feet of which is owned by the Company. The remainder is occupied
    under leases expiring at various dates through 2013. The Company believes
    that these facilities are in good condition and are suitable and adequate
    to meet its current needs.

    Item 3. Legal Proceedings
            -----------------

        Not applicable.

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

        Not applicable.



                                        8PAGE
<PAGE>
                                     PART II

    Item 5. Market for Registrant's Common Equity and Related Stockholder
            -------------------------------------------------------------
            Matters
            -------

        (a) Information concerning the market and market price for the
    Registrant's common stock, $.01 par value, and dividend policy is
    included under the sections labeled "Common Stock Market Information" and
    "Dividend Policy" in the Registrant's 1997 Annual Report to Shareholders
    and is incorporated herein by reference.
        (b) The Company sold 2,875,000 shares of common stock, par value $.01
    per share, pursuant to a Registration Statement on Form S-1 (File No.
    333-806), which was declared effective by the Securities and Exchange
    Commission on March 27, 1996. The managing underwriters of the offering
    were NatWest Securities Limited, Lehman Brothers, and Raymond James &
    Associates, Inc. The Company's net proceeds from the offering were
    $42,335,000. As of January 3, 1998, the Company had expended $1,368,000
    of such net proceeds for the purchase of property, plant, and equipment
    and $3,209,000 for research and development. In 1996, the Company used
    $12,600,000 of the net proceeds to repay short-term borrowings, of which
    $4,600,000 was paid to Thermo Electron, and the balance was paid to
    persons other than directors or officers of the Company, persons owning
    more than 10 percent of any class of equity securities of the Company, or
    affiliates of the Company. In March 1997, the Company used $1,082,000 of
    the net proceeds to acquire the assets of RCC Industrial Electronics Pty.
    Ltd. As of January 3, 1998, the Company had expended an aggregate of
    $18,259,000 of such net proceeds. The Company invested, from time to
    time, the balance of such net proceeds, primarily in investment grade
    interest or dividend bearing instruments. As of January 3, 1998, the
    balance of the net proceeds of $24,076,000 was invested pursuant to a
    repurchase agreement with Thermo Electron.

    Item 6. Selected Financial Data
            -----------------------

        The information required under this item is included under the
    sections labeled "Selected Financial Information" and "Dividend Policy"
    in the Registrant's 1997 Annual Report to Shareholders and is
    incorporated herein by reference.

    Item 7. Management's Discussion and Analysis of Financial Condition and
            ---------------------------------------------------------------
            Results of Operations
            ---------------------
        The information required under this item is included under the
    heading "Management's Discussion and Analysis of Financial Condition and
    Results of Operations" in the Registrant's 1997 Annual Report to
    Shareholders and is incorporated herein by reference.

    Item 8. Financial Statements and Supplementary Data
            -------------------------------------------

        The Registrant's Consolidated Financial Statements as of January 3,
    1998, and Supplementary Data are included in the Registrant's 1997 Annual
    Report to Shareholders and are incorporated herein by reference.

    Item 9. Changes in and Disagreements with Accountants on Accounting and
            ---------------------------------------------------------------
            Financial Disclosure
            --------------------
        Not applicable.

                                        9PAGE
<PAGE>
                                    PART III

    Item 10. Directors and Executive Officers of the Registrant
             --------------------------------------------------

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

    Item 11. Executive Compensation
             ----------------------

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

    Item 12. Security Ownership of Certain Beneficial Owners and Management
             --------------------------------------------------------------

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

    Item 13. Certain Relationships and Related Transactions
             ----------------------------------------------

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








                                       10PAGE
<PAGE>
                                     PART IV

    Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
             ----------------------------------------------------------------

       (a,d) Financial Statements and Schedules
             ----------------------------------

             (1)The consolidated financial statements set forth in the list
                below are filed as part of this Report.

             (2)The consolidated financial statement schedule set forth in
                the list below is filed as part of this Report.

             (3)Exhibits filed herewith or incorporated herein by reference
                are set forth in Item 14(c) below.

             List of Financial Statements and Schedules Referenced in this
             -------------------------------------------------------------
             Item 14
             -------

             Information incorporated by reference from Exhibit 13 filed
             herewith:

                Consolidated Statement of Income
                Consolidated Balance Sheet
                Consolidated Statement of Cash Flows
                Consolidated Statement of Shareholders' Investment
                Notes to Consolidated Financial Statements
                Report of Independent Public Accountants

             Financial Statement Schedules filed herewith:

                Schedule II:  Valuation and Qualifying Accounts

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

         (b) Reports on Form 8-K
             -------------------

             None.

         (c) Exhibits
             --------

             See Exhibit Index on the page immediately preceding exhibits.




                                       11PAGE
<PAGE>
                                   SIGNATURES

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

    Date: March 12, 1998              THERMO SENTRON INC.



                                      By: Lewis J. Ribich
                                          -----------------------------
                                          Lewis J. Ribich
                                          President and Chief Executive
                                            Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934,
    this report has been signed below by the following persons on behalf of
    the Registrant and in the capacities indicated below, as of March 12,
    1998.

    Signature                         Title
    ---------                         -----


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

    By: John N. Hatsopoulos          Chief Financial Officer and Senior
        -------------------------     Vice President
        John N. Hatsopoulos         

    By: Paul F. Kelleher             Chief Accounting Officer
        -------------------------
        Paul F. Kelleher

    By: John W. Wood Jr.             Chairman of the Board and Director
        -------------------------
        John W. Wood Jr.

    By: Marshall J. Armstrong        Director
        -------------------------
        Marshall J. Armstrong

    By: Donald E. Noble              Director
        -------------------------
        Donald E. Noble

    By: Peter Richman                Director
        -------------------------
        Peter Richman


                                       12PAGE
<PAGE>
                    Report of Independent Public Accountants
                    ----------------------------------------

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

        We have audited, in accordance with generally accepted auditing
    standards, the consolidated financial statements included in Thermo
    Sentron Inc.'s Annual Report to Shareholders incorporated by reference in
    this Form 10-K, and have issued our report thereon dated February 12,
    1998. Our audits were made for the purpose of forming an opinion on those
    statements taken as a whole. The schedule listed in Item 14 on page 11 is
    the responsibility of the Company's management and is presented for
    purposes of complying with the Securities and Exchange Commission's rules
    and is not part of the basic consolidated financial statements. This
    schedule has been subjected to the auditing procedures applied in the
    audits of the basic consolidated financial statements and, in our
    opinion, fairly states in all material respects the consolidated
    financial data required to be set forth therein in relation to the basic
    consolidated financial statements taken as a whole.



                                            Arthur Andersen LLP



    Boston, Massachusetts
    February 12, 1998






                                       13PAGE
<PAGE>
    SCHEDULE II

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


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

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

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

    Year Ended
      December 30, 1995       $2,302    $  229    $ (229)   $  (11)   $2,291

    (a)Includes allowance of businesses acquired during the year as
       described in Note 3 to Consolidated Financial Statements in the
       Registrant's 1997 Annual Report to Shareholders and the effect of
       foreign currency translation.







                                       14PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number    Description of Exhibit
    ------------------------------------------------------------------------
      3.1     Certificate of Incorporation, as amended, of the
              Registrant (filed as Exhibit 3.1 to the Registrant's
              Registration Statement on Form S-1 [Reg. No. 333-806] and
              incorporated herein by reference).

      3.2     By-Laws of the Registrant (filed as Exhibit 3.2 to the
              Registrant's Registration Statement on Form S-1 [Reg. No.
              333-806] and incorporated herein by reference).

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

     10.2     Thermo Electron Corporate Charter, as amended and restated
              effective January 3, 1993 (filed as Exhibit 10.1 to Thermo
              Electron's Annual Report on Form 10-K for the fiscal year
              ended January 2, 1993 [File No. 1-8002] and incorporated
              herein by reference).

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

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

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

     10.6     Amended and Restated Master Guarantee Reimbursement and
              Loan Agreement dated as of December 9, 1997, between
              Thermedics and the Registrant.

     10.7     Equity Incentive Plan of the Registrant (filed as Exhibit
              10.7 to the Registrant's Registration Statement on Form
              S-1 [Reg. No. 333-806] and incorporated herein by
              reference).


                                       15PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number    Description of Exhibit
    ------------------------------------------------------------------------
              In addition to the stock-based compensation plans of the
              Registrant, the executive officers of the Registrant may
              be granted awards under stock-based compensation plans of
              Thermo Electron and Thermedics for services rendered to
              the Registrant or such affiliated corporations. The terms
              of such plans are substantially the same as those of the
              Registrant's Equity Incentive Plan.

     10.8     Deferred Compensation Plan for Directors of the Registrant
              (filed as Exhibit 10.8 to the Registrant's Registration
              Statement on Form S-1 [Reg. No. 333-806] and incorporated
              herein by reference).

     10.9     Directors Stock Option Plan of the Registrant (filed as
              Exhibit 10.9 to the Registrant's Registration Statement on
              Form S-1 [Reg. No. 333-806] and incorporated herein by
              reference).

     10.10    Form of Indemnification Agreement for Officers and
              Directors (filed as Exhibit 10.10 to the Registrant's
              Registration Statement on Form S-1 [Reg. No. 333-806] and
              incorporated herein by reference).

     10.11    Amended and Restated Stock Holdings Assistance Plan and
              Form of Promissory Note. 

     13       Annual Report to Shareholders for the year ended
              January 3, 1998 (only those portions incorporated herein
              by reference).

     21       Subsidiaries of the Registrant.

     23       Consent of Arthur Andersen LLP.

     27       Financial Data Schedule.