SECURITIES AND EXCHANGE COMMISSION


                              Washington, DC 20549

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


                                    FORM 10-Q

   (mark one)

   [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the Quarter Ended September 28, 1996.

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

                         Commission File Number 1-10574


                               THERMO VOLTEK CORP.
             (Exact name of Registrant as specified in its charter)

   Delaware                                                         13-1946800
   (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                          Identification No.)

   470 Wildwood Street, P.O. Box 2878
   Woburn, Massachusetts                                            01888-1578
   (Address of principal executive offices)                         (Zip Code)


       Registrant's telephone number, including area code: (617) 622-1000

               Indicate by check mark whether the Registrant (1)
               has filed all reports required to be filed by
               Section 13 or 15(d) of the Securities Exchange Act
               of 1934 during the preceding 12 months (or for
               such shorter period that the Registrant was
               required to file such reports), and (2) has been
               subject to such filing requirements for the past
               90 days. Yes [ X ] No [   ]
                  
               Indicate the number of shares outstanding of each
               of the issuer's classes of Common Stock, as of the
               latest practicable date.

                    Class                  Outstanding at October 25, 1996
         ----------------------------      -------------------------------
         Common Stock, $.05 par value                 9,578,645
PAGE
<PAGE>
    PART I - FINANCIAL INFORMATION

    Item 1 - Financial Statements


                               THERMO VOLTEK CORP.

                           Consolidated Balance Sheet
                                   (Unaudited)

                                     Assets

                                                 September 28,  December 30,
    (In thousands)                                        1996          1995
    ------------------------------------------------------------------------
    Current Assets:
      Cash and cash equivalents                       $15,288       $ 8,651
      Available-for-sale investments, at quoted
        market value (amortized cost of $13,053
        and $25,795) (includes $1,404 and $1,482
        of related party investments)                  13,156        26,038
      Accounts receivable, less allowances of
        $582 and $447                                  10,647         8,680
      Inventories:
        Raw materials                                   4,767         3,598
        Work in process                                 3,059         3,059
        Finished goods                                  2,815         1,924
      Prepaid income taxes and other
        current assets                                  1,246         1,022
                                                      -------       -------
                                                       50,978        52,972
                                                      -------       -------

    Property, Plant and Equipment, at Cost              9,021         7,677
      Less: Accumulated depreciation and
            amortization                                5,418         4,533
                                                      -------       -------
                                                        3,603         3,144
                                                      -------       -------

    Other Assets                                          265           648
                                                      -------       -------

    Cost in Excess of Net Assets of Acquired
      Companies (Note 3)                               16,326        12,081
                                                      -------       -------
                                                      $71,172       $68,845
                                                      =======       =======





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                               THERMO VOLTEK CORP.

                     Consolidated Balance Sheet (continued)
                                   (Unaudited)

                    Liabilities and Shareholders' Investment

                                                September 28,  December 30,
    (In thousands except share amounts)                  1996          1995
    -----------------------------------------------------------------------
    Current Liabilities:
      Notes payable                                   $ 1,171       $ 1,276
      Accounts payable                                  3,692         3,966
      Accrued payroll and employee benefits             1,091         1,128
      Accrued income taxes                                655         1,103
      Accrued commissions                                 802           468
      Other accrued expenses                            1,838         2,366
      Due to parent company and affiliates              1,452           839
                                                      -------       -------

                                                       10,701        11,146
                                                      -------       -------
    Subordinated Convertible Obligations
      (includes $10,000 and $11,500 of related
      party debt)                                      21,150        36,740
                                                      -------       -------

    Shareholders' Investment (Note 2):
      Common stock, $.05 par value, 25,000,000
        shares authorized; 9,506,649 and 4,881,099
        shares issued                                     475           244
      Capital in excess of par value                   35,747        20,545
      Retained earnings (accumulated deficit)           3,078          (185)
      Treasury stock at cost, 3,736 and 1,958 shares      (32)          (20)
      Cumulative translation adjustment                   (13)          229
      Net unrealized gain on available-for-sale
        investments                                        66           146
                                                      -------       -------
                                                       39,321        20,959
                                                      -------       -------
                                                      $71,172       $68,845
                                                      =======       =======


    The accompanying notes are an integral part of these consolidated
    financial statements.


                                        3PAGE
<PAGE>
                               THERMO VOLTEK CORP.

                        Consolidated Statement of Income
                                   (Unaudited)

                                                    Three Months Ended
                                               ----------------------------
                                               September 28,  September 30,
    (In thousands except per share amounts)             1996           1995
    -----------------------------------------------------------------------
    Revenues                                         $12,800        $ 9,442
                                                     -------        -------
    Costs and Operating Expenses:
      Cost of revenues                                 6,470          4,783
      Selling, general and administrative expenses     3,792          3,136
      Research and development expenses                1,007            626
                                                     -------        -------
                                                      11,269          8,545
                                                     -------        -------

    Operating Income                                   1,531            897

    Interest Income                                      399            514
    Interest Expense (includes $177 to related
      party in 1996 and 1995)                           (297)          (509)
                                                     -------        -------
    Income Before Provision for Income Taxes           1,633            902
    Provision for Income Taxes                           439            158
                                                     -------        -------
    Net Income                                       $ 1,194        $   744
                                                     =======        =======
    Earnings per Share:
      Primary                                        $   .13        $   .11
                                                     =======        =======
      Fully diluted                                  $   .10        $   .08
                                                     =======        =======

    Weighted Average Shares:
      Primary                                          9,451          6,861
                                                     =======        =======
      Fully diluted                                   13,640         13,554
                                                     =======        =======


    The accompanying notes are an integral part of these consolidated
    financial statements.

                                        4PAGE
<PAGE>
                               THERMO VOLTEK CORP.

                        Consolidated Statement of Income
                                   (Unaudited)

                                                     Nine Months Ended
                                               -----------------------------
                                               September 28,   September 30,
    (In thousands except per share amounts)             1996            1995
    ------------------------------------------------------------------------
    Revenues                                         $35,303        $25,304
                                                     -------        -------
    Costs and Operating Expenses:
      Cost of revenues                                18,013         13,115
      Selling, general and administrative expenses    10,572          8,226
      Research and development expenses                2,538          1,672
                                                     -------        -------
                                                      31,123         23,013
                                                     -------        -------

    Operating Income                                   4,180          2,291

    Interest Income                                    1,393          1,547
    Interest Expense (includes $530 to related
      party in 1996 and 1995)                         (1,134)        (1,643)
    Other Income                                           -             14
                                                     -------        -------
    Income Before Provision for Income Taxes           4,439          2,209
    Provision for Income Taxes                         1,176            447
                                                     -------        -------
    Net Income                                       $ 3,263        $ 1,762
                                                     =======        =======
    Earnings per Share:
      Primary                                        $   .38        $   .28
                                                     =======        =======
      Fully diluted                                  $   .28        $   .19
                                                     =======        =======

    Weighted Average Shares:
      Primary                                          8,560          6,285
                                                     =======        =======
      Fully diluted                                   13,639         13,533
                                                     =======        =======


    The accompanying notes are an integral part of these consolidated
    financial statements.


                                        5PAGE
<PAGE>
                               THERMO VOLTEK CORP.

                      Consolidated Statement of Cash Flows
                                   (Unaudited)

                                                     Nine Months Ended
                                               -----------------------------
                                               September 28,   September 30,
   (In thousands)                                       1996            1995
   -------------------------------------------------------------------------
   Operating Activities:
     Net income                                      $ 3,263        $ 1,762
     Adjustments to reconcile net income to
       net cash provided by operating activities:
         Depreciation and amortization                 1,287          1,105
         Provision for losses on accounts receivable      80            108
         Other noncash items                               -             (9)
         Changes in current accounts, excluding
           the effects of acquisition:
             Accounts receivable                      (1,901)           101
             Inventories                                (764)        (2,914)
             Other current assets                       (196)           281
             Accounts payable                           (266)           325
             Other current liabilities                (1,098)           764
             Due to parent company and affiliates        894           (581)
                                                     -------        -------
               Net cash provided by operating
                 activities                            1,299            942
                                                     -------        -------
   Investing Activities:
     Acquisition, net of cash acquired (Note 3)       (6,040)        (4,127)
     Purchases of available-for-sale investments      (5,500)        (7,500)
     Proceeds from sale and maturities of
       available-for-sale investments                 18,009          8,000
     Purchases of property, plant and equipment       (1,331)          (962)
     Other                                               284            495
                                                     -------        -------
               Net cash provided by (used in)
                 investing activities                  5,422         (4,094)
                                                     -------        -------
   Financing Activities:
     Net increase (decrease) in short-term
       obligations                                       (31)           415
     Repurchase of long-term obligations                   -           (132)
     Net proceeds from issuance of Company
       common stock                                      124            247
                                                     -------        -------
               Net cash provided by financing
                 activities                               93            530
                                                     -------        -------
   Exchange Rate Effect on Cash                         (177)          (335)
                                                     -------        -------
   Increase (Decrease) in Cash and Cash Equivalents    6,637         (2,957)
   Cash and Cash Equivalents at Beginning of Period    8,651          8,955
                                                     -------        -------
   Cash and Cash Equivalents at End of Period        $15,288        $ 5,998
                                                     =======        =======
                                        6PAGE
<PAGE>
                               THERMO VOLTEK CORP.

                Consolidated Statement of Cash Flows (continued)
                                   (Unaudited)

                                                     Nine Months Ended
                                               -----------------------------
                                               September 28,   September 30,
    (In thousands)                                      1996            1995
    ------------------------------------------------------------------------
    Noncash Activities:
      Fair value of assets of acquired company       $ 7,048        $ 5,228
      Cash paid for acquired company                  (6,300)        (4,157)
                                                     -------        -------

        Liabilities assumed of acquired company      $   748        $ 1,071
                                                     =======        =======
      Conversions of subordinated convertible
        obligations (includes $1,500 of related
        party debt in 1996)                          $15,590        $ 5,646
                                                     =======        =======


    The accompanying notes are an integral part of these consolidated
    financial statements.






                                        7PAGE
<PAGE>
                               THERMO VOLTEK CORP.

                   Notes to Consolidated Financial Statements


    1.   General

         The interim consolidated financial statements presented have been
    prepared by Thermo Voltek Corp. (the Company) without audit and, in the
    opinion of management, reflect all adjustments of a normal recurring
    nature necessary for a fair statement of the financial position at
    September 28, 1996, the results of operations for the three- and
    nine-month periods ended September 28, 1996 and September 30, 1995, and
    the cash flows for the nine-month periods ended September 28, 1996 and
    September 30, 1995. Interim results are not necessarily indicative of
    results for a full year.

         The consolidated balance sheet presented as of December 30, 1995,
    has been derived from the consolidated financial statements that have
    been audited by the Company's independent public accountants. The
    consolidated financial statements and notes are presented as permitted by
    Form 10-Q and do not contain certain information included in the annual
    financial statements and notes of the Company. The consolidated financial
    statements and notes included herein should be read in conjunction with
    the financial statements and notes included in the Company's Annual
    Report on Form 10-K for the fiscal year ended December 30, 1995, filed
    with the Securities and Exchange Commission.


    2.   Stock Split

         All share and per share information, except for share information in
    the accompanying 1995 balance sheet, has been restated to reflect a
    three-for-two stock split, effected in the form of a 50% stock dividend,
    distributed in August 1996.


    3.   Acquisition

         In July 1996, the Company acquired substantially all of the assets,
    subject to certain liabilities, of Pacific Power Source Corporation
    (Pacific Power) for approximately $6.3 million in cash, including the
    repayment of $800,000 in debt. Pacific Power manufactures programmable
    power amplifiers that can be incorporated into electromagnetic
    compatibility test equipment to assess how well electronics tolerate
    normal variations in the quality and quantity of AC voltage. These
    amplifiers are also used in other kinds of test equipment and in
    application-specific power supplies.

         The acquisition has been accounted for using the purchase method of
    accounting and Pacific Power's results of operations have been included
    in the accompanying financial statements from the date of acquisition.
    The cost of this acquisition exceeded the estimated fair value of
    acquired net assets by approximately $4.7 million, which is being
    amortized over 40 years. Allocation of the purchase price was based on an

                                        8PAGE
<PAGE>
                               THERMO VOLTEK CORP.

    3.   Acquisition (continued)

    estimate of the fair value of the net assets acquired and is subject to
    adjustment upon finalization of the purchase price allocation. Pro forma
    data is not presented since the acquisition was not material to the
    Company's results of operations and financial position.


    Item 2 - Management's Discussion and Analysis of Financial Condition and
             Results of Operations

         Forward-looking statements, within the meaning of Section 21E of the
    Securities Exchange Act of 1934, are made throughout this Management's
    Discussion and Analysis of Financial Condition and Results of Operations.
    These statements involve a number of risks and uncertainties, including
    those detailed in Item 5 of this Quarterly Report on Form 10-Q.

    Description of Business

         The Company designs, manufactures, and markets instruments that test
    electronic and electrical systems and components for immunity to pulsed
    electromagnetic interference (pulsed EMI) through its KeyTek Instrument
    division (KeyTek); designs, manufactures, and markets high-voltage
    power-conversion systems, modulators, fast-response protection systems,
    and related high-voltage equipment for industrial, medical, and
    environmental processes, and for defense and scientific research
    applications, through its Universal Voltronics division; and designs,
    manufactures, and markets radio frequency power amplifiers and systems
    used to test products for immunity to radiated or conducted radio
    frequency interference and for medical imaging and telecommunications
    applications, through its Kalmus division. Through its Comtest
    Instrumentation B.V. and Comtest Limited subsidiaries (collectively,
    Comtest), the Company provides electromagnetic compatibility (EMC)
    consulting and systems-integration services, distributes a range of
    EMC-related products, and manufactures and markets specialized power
    supplies for telecommunications equipment. Comtest's Verifier division
    and KeyTek manufacture a line of electrostatic discharge and other
    component reliability test equipment that performs electrical stress
    tests for semiconductor devices. Pacific Power Source Corporation
    (Pacific Power) manufactures AC/DC power conversion products for both the
    EMC market and specific OEM applications in the instrumentation,
    research, government, and communications industry segments.

    Results of Operations

    Third Quarter 1996 Compared With Third Quarter 1995

         Revenues increased 36% to $12,800,000 in the third quarter of 1996
    from $9,442,000 in the third quarter of 1995. The increase reflects the
    inclusion of $1,450,000 in revenues from Pacific Power, which was
    acquired in July 1996, as well as increases in revenues at Comtest,
    KeyTek, and Kalmus. The increase in revenues at Comtest resulted
    primarily from an increase in demand for Verifier's electrostatic-
    discharge test equipment, as well as an increase in revenues from a radio

                                        9PAGE
<PAGE>
                               THERMO VOLTEK CORP.

    Third Quarter 1996 Compared With Third Quarter 1995 (continued)

    frequency interference immunity tester product line that was introduced
    in 1995. Increased revenues at KeyTek resulted primarily from greater
    demand for its EMC test equipment. Kalmus increased shipments during the
    quarter, relative to prior periods, due to the implementation of
    manufacturing efficiencies.

         The gross profit margin was 49% in the third quarter of 1996 and
    1995.

         Selling, general and administrative expenses as a percentage of
    revenues decreased to 30% in the third quarter of 1996 from 33% in the
    third quarter of 1995, primarily due to an increase in revenues. Research
    and development expenses as a percentage of revenues increased to 7.9% in
    the third quarter of 1996 from 6.6% in the third quarter of 1995,
    principally due to higher research and development expenses at Keytek.

         Interest income decreased to $399,000 in the third quarter of 1996
    from $514,000 in the third quarter of 1995, primarily due to lower
    average invested balances. Interest expense decreased to $297,000 in the
    third quarter of 1996 from $509,000 in the third quarter of 1995,
    primarily due to conversions of the Company's subordinated convertible
    obligations during 1995 and 1996.

         The effective tax rate was 27% and 18% in the third quarter of 1996
    and 1995, respectively. The effective tax rates were below the statutory
    federal income tax rate due primarily to the utilization of tax net
    operating loss carryforwards, offset in part by the impact of state
    income taxes. The effective tax rate increased in 1996 as the result of a
    decrease in tax net operating loss carryforwards as a percentage of
    income before provision for income taxes.

    First Nine Months 1996 Compared With First Nine Months 1995

         Revenues increased 40% to $35,303,000 in the first nine months of
    1996 from $25,304,000 in the first nine months of 1995, due to increases
    in revenues at Comtest, KeyTek, and Kalmus, and from the inclusion of
    $1,450,000 in revenues from Pacific Power, which was acquired in July
    1996. Revenues at Comtest and Keytek increased for the reasons discussed
    in the results of operations for the third quarter. Revenues at Kalmus,
    which was acquired in March 1995, increased $1,126,000 due to the
    inclusion of revenues for the full nine months of 1996 and $1,283,000 for
    the reasons discussed in the results of operations for the third quarter.

         The gross profit margin increased to 49% in the first nine months of
    1996 from 48% in the first nine months of 1995, primarily due to an
    increase in higher-margin domestic sales at KeyTek and the inclusion of
    higher-margin Kalmus revenues for the full nine months of 1996.

                                       10PAGE
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                               THERMO VOLTEK CORP.

    First Nine Months 1996 Compared With First Nine Months 1995 (continued)

         Selling, general and administrative expenses as a percentage of
    revenues decreased to 30% in the first nine months of 1996 from 33% in
    the first nine months of 1995, primarily due to an increase in revenues.
    Research and development expenses as a percentage of revenues increased
    to 7.2% in the first nine months of 1996 from 6.6% in the first nine
    months of 1995, principally due to higher research and development
    expenses at KeyTek.

         Interest income decreased to $1,393,000 in the first nine months of
    1996 from $1,547,000 in the first nine months of 1995. Interest expense
    decreased to $1,134,000 in the first nine months of 1996 from $1,643,000
    in the first nine months of 1995. The reasons for these decreases are the
    same as those discussed in the results of operations for the third
    quarter.

         The effective tax rate was 26% and 20% in the first nine months of
    1996 and 1995, respectively. The effective tax rates were below the
    statutory federal income tax rate due primarily to the utilization of tax
    net operating loss carryforwards, offset in part by the impact of state
    income taxes. The effective tax rate increased in 1996 for the reason
    discussed in the results of operations for the third quarter.

    Liquidity and Capital Resources

         Working capital was $40,277,000 at September 28, 1996, compared with
    $41,826,000 at December 30, 1995. Included in working capital are cash,
    cash equivalents, and available-for-sale investments of $28,444,000 at
    September 28, 1996, compared with $34,689,000 at December 30, 1995.
    During the first nine months of 1996, $1,299,000 of cash was provided by
    operating activities. Cash flow from operations was reduced by an
    increase in accounts receivable, which resulted primarily from an
    increase in revenues.

         In July 1996, the Company acquired substantially all of the assets,
    subject to certain liabilities, of Pacific Power for approximately $6.3
    million in cash, including the repayment of $800,000 in debt (Note 3).

         During the first nine months of 1996, the Company expended
    $1,331,000 for purchases of property, plant and equipment. During the
    remainder of 1996, the Company expects to make capital expenditures of
    approximately $300,000. The Company believes that its existing resources
    are sufficient to meet the capital requirements of its existing
    operations for the foreseeable future.


                                       11PAGE
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                               THERMO VOLTEK CORP.

    PART II - OTHER INFORMATION

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

         On August 8, 1996, at a special meeting of shareholders, the
    Company's shareholders approved a proposal to amend the Company's
    Restated Certificate of Incorporation to increase the Company's
    authorized common stock, $.05 par value per share, from 10 million shares
    to 25 million shares as follows: 5,200,759 shares voted in favor, 204,034
    shares voted against, and 8,293 shares abstained. No broker nonvotes were
    recorded on the proposal.

    Item 5 - Other Information

         In connection with the "safe harbor" provisions of the Private
    Securities Litigation Reform Act of 1995, the Company wishes to caution
    readers that the following important factors, among others, in some cases
    have affected, and in the future could affect, the Company's actual
    results and could cause its actual results in 1996 and beyond to differ
    materially from those expressed in any forward-looking statements made
    by, or on behalf of, the Company.

         Rapid Technological Change. The market for EMC testing products and
    services is characterized by rapid technological change. No assurance can
    be given that the Company will be able to develop new and enhanced
    instruments that keep pace with technological developments and respond to
    the increasingly complex requirements of electronics manufacturers.

         Reliance on Electrical Standards. Demand for the Company's EMC
    testing products and services is driven to a large extent by mandatory
    government standards and voluntary industry standards relating to
    electromagnetic compatibility. In particular, demand for the Company's
    products results from efforts by manufacturers to comply with IEC 801, an
    EC directive that became effective on January 1, 1996. Although many
    manufacturers have not yet complied with IEC 801, as the number of
    noncomplying manufacturers is reduced over time, demand for the Company's
    products could be adversely affected. In addition, if new EMC standards
    requiring new testing capabilities are enacted less frequently or if EMC
    standards become less strict, demand for the Company's products could be
    adversely affected.

         Sole Source Suppliers. A number of the components of the Company's
    EMC testing products are supplied by single vendors. While the Company
    has not experienced significant difficulty in obtaining adequate supplies
    from these vendors, and believes that it would be able to identify
    alternative suppliers if necessary, there can be no assurance that the
    unanticipated loss of a single vendor would not result in delays in
    shipments or in the introduction of new products.

         International Sales. International sales account for a significant
    portion of the Company's revenues. Sales to customers in certain foreign
    countries are subject to a number of risks, including the following:
    agreements may be difficult to enforce, and receivables difficult to
    collect, through a foreign country's legal system; foreign customers may
    have longer payment cycles; foreign countries could impose withholding

                                       12PAGE
<PAGE>
                               THERMO VOLTEK CORP.

    Item 5 - Other Information (continued)

    taxes or otherwise tax the Company's foreign income, impose tariffs,
    embargoes or exchange controls or adopt other restrictions on foreign
    trade; and export licenses, if required, may be difficult to obtain. In
    addition, fluctuations in foreign currency exchange rates could have an
    adverse impact on international sales.

         Risks Associated With Acquisition Strategy. The Company's strategy
    includes the acquisition of businesses and technologies that complement
    or augment the Company's existing product lines. Promising acquisitions
    are difficult to identify and complete for a number of reasons, including
    competition among prospective buyers and the need for regulatory
    approval, including antitrust approvals. There can be no assurance that
    the Company will be able to complete future acquisitions or that the
    Company will be able to successfully integrate any acquired business. In
    order to finance such acquisitions, it may be necessary for the Company
    to raise additional funds through public or private financings. Any
    equity or debt financing, if available at all, may be on terms which are
    not favorable to the Company and, in the case of equity financing, may
    result in dilution to the Company's stockholders.


    Item 6 - Exhibits

         See Exhibit Index on the page immediately preceding exhibits.
















                                       13PAGE
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                               THERMO VOLTEK CORP.

                                   SIGNATURES


         Pursuant to the requirements 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 as of the 4th day of November
    1996.

                                             THERMO VOLTEK CORP.



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



                                             John N. Hatsopoulos
                                             --------------------
                                             John N. Hatsopoulos
                                             Chief Financial Officer




















                                       14PAGE
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                               THERMO VOLTEK CORP.

                                  EXHIBIT INDEX


    Exhibit
    Number       Description of Exhibit                                 Page
    ------------------------------------------------------------------------

      3(i)       Amendment to Restated Certificate of Incorporation
                 of the Registrant.

     10.1        Stock Holdings Assistance Plan and Form of Promissory
                 Note.

     11          Statement re: Computation of earnings per share.

     27          Financial Data Schedule.