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 December 30, 1995

   [   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
                          Commission file number 1-9567

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

   Massachusetts                                                    04-2788806
   (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                          Identification No.)

   470 Wildwood Street, P.O. Box 2999
   Woburn, Massachusetts                                            01888-1799
   (Address of principal executive offices)                         (Zip Code)
       Registrant's telephone number, including area code: (617) 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, $.10 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 26, 1996, was approximately $433,605,000.

   As of January 26, 1996, the Registrant had 35,746,162 shares of common
   stock outstanding.
                       DOCUMENTS INCORPORATED BY REFERENCE
   Portions of the Registrant's 1995 Annual Report to Shareholders for the
   year ended December 30, 1995, are incorporated by reference into Parts I
   and II.

   Portions of the Registrant's definitive Proxy Statement for the Annual
   Meeting of Shareholders to be held on May 20, 1996, are incorporated by
   reference into Part III.
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                                     PART I

   Item 1. Business

   (a)  General Development of Business

        The businesses of Thermedics Inc. (the Company or the Registrant) are
   divided into two segments: Instruments and Other Equipment, and Biomedical
   Products. The Company's Instruments and Other Equipment segment includes
   Thermo Sentron Inc. (Thermo Sentron), a newly formed subsidiary of the
   Company. On January 2, 1996, the Company transferred to Thermo Sentron the
   assets, liabilities and business of Ramsey Technology, Inc., which was
   acquired in March 1994, for 7,000,000 shares of Thermo Sentron common
   stock. Thermo Sentron designs, develops, manufactures, and sells high-speed
   precision weighing and inspection equipment for industrial production and
   packaging lines. On February 1, 1996, Thermo Sentron filed a registration
   statement under the Securities Act of 1933 with the Securities Exchange
   Commission covering shares of common stock to be offered in its initial
   public offering. Also part of the Instruments and Other Equipment segment
   is the Orion laboratory products division (Orion) of Analytical Technology,
   Inc., which the Company acquired in December 1995 for approximately $52.7
   million in cash, which included the repayment of $8.6 million of debt,
   subject to a post-closing adjustment. To partially finance this
   acquisition, the Company borrowed $38.0 million from Thermo Electron
   Corporation (Thermo Electron) pursuant to a promissory note due December
   1996. The balance of the purchase price was funded from the Company's
   working capital. Orion is a manufacturer of electrochemistry,
   microweighing, process and other instruments used to analyze the chemical
   compositions of foods, beverages, and pharmaceuticals and detect
   contaminants in environmental and high-purity water samples. The
   Instruments and Other Equipment segment, through its Thermedics Detection
   Inc. (Thermedics Detection) subsidiary also develops, manufactures, and
   markets high-speed detection instruments, including the Alexus(R) system, a
   process detection instrument used in product quality assurance
   applications, and the EGIS(R) system, a security instrument used to detect
   explosives at airports and other locations. In January 1996, Thermedics
   Detection acquired the assets of Moisture Systems Corporation and certain
   affiliated companies (collectively, MSC), and the stock of Rutter & Co.
   (Rutter) for a total of $20.5 million in cash and the assumption of certain
   liabilities. MSC and Rutter design, manufacture, and sell instruments which
   use near infrared radiation to measure moisture for protein and other
   product components in the manufacturing process for the food,
   pharmaceutical, chemical, wood, pulp, paper, and other industries. Through
   the Company's Thermo Voltek Corp. (Thermo Voltek) subsidiary, the
   Instruments and Other Equipment segment manufactures a line of electronic
   test instruments and high-voltage power conversion systems.

        As part of its Biomedical Products segment, the Company's Thermo
   Cardiosystems Inc. (Thermo Cardiosystems) subsidiary has developed two
   implantable left ventricular-assist systems (LVAS): an implantable
   pneumatic, or air-driven system, and an electric version. In October 1994,
   the Company announced that the U.S. Food and Drug Administration (FDA)
   granted approval for the commercial sale of the air-driven LVAS for use as
   a bridge-to-transplant. With this approval, the air-driven system became
   available for sale to cardiac centers throughout the U.S. The Company also
   develops, manufactures, and markets enteral nutrition-delivery systems and
   a line of medical-grade polymers used in medical disposables and
   nonmedical, industrial applications, including safety glass and automotive
   coatings.
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        The Company was incorporated in 1983 under the laws of Massachusetts
   as a wholly owned subsidiary of Thermo Electron. Prior to that time, the
   business of the Company was conducted by the R & D/New Business Center of
   Thermo Electron. As of December 30, 1995, Thermo Electron owned 17,315,326
   shares of the Company's common stock, representing 51% of such stock
   outstanding. In January 1996, the Company issued 1,688,161 shares of its
   common stock to Thermo Electron in exchange for 315,199 shares of Thermo
   Voltek common stock and 529,965 shares of Thermo Cardiosystems common
   stock. The shares of common stock were exchanged at their respective fair
   market values on the date of the transaction. Thermo Electron is a world
   leader in environmental monitoring and analysis instruments and a
   manufacturer of biomedical products, including mammography systems,
   paper-recycling and papermaking equipment, alternative-energy systems,
   industrial process equipment, and other specialized products. Thermo
   Electron also provides environmental and metallurgical services and
   conducts advanced technology research and development.

        Thermo Electron intends, for the foreseeable future, to maintain at
   least 50% ownership of the Company. This may require the purchase by Thermo
   Electron of additional shares of common stock of the Company (or debentures
   convertible into common stock) from time to time as the number of
   outstanding shares issued by the Company increases. These or any other
   purchases may be made either in the open market or directly from the
   Company. See Notes 4 and 8 to Consolidated Financial Statements in the
   Company's 19951 Annual Report to Shareholders for a description of
   outstanding stock options and convertible debentures issued by the Company.
   During 1995, Thermo Electron purchased 484,300 shares of the Company's
   common stock in the open market at a total price of $8,632,000.

        As of December 30, 1995, the Company owned 52% and 50% of the
   outstanding common stock of Thermo Cardiosystems and Thermo Voltek,
   respectively. After the completion of Thermo Sentron's initial public
   offering, the Company is expected to own approximately 74% of Thermo
   Sentron's common stock. The Company intends, for the foreseeable future, to
   maintain at least 50% ownership of Thermo Cardiosystems, Thermo Voltek, and
   Thermo Sentron. This may require the purchase by the Company of additional
   shares of common stock or, if applicable, convertible debentures (which are
   then converted) of these companies from time to time, if the number of the
   companies' outstanding shares increases, whether as a result of conversion
   of convertible obligations or exercise of stock options issued by them, or
   otherwise. These or any other purchases by the Company may be made either
   in the open market or directly from Thermo Cardiosystems, Thermo Voltek,
   Thermo Sentron or Thermo Electron or pursuant to the conversion of all or
   part of the $7,500,000 principal amount 6 3/4% subordinated convertible
   note due 2002 and the $4,000,000 principal amount 5% subordinated
   convertible note due 2003 issued by Thermo Voltek to the Company,
   convertible into shares of Thermo Voltek's common stock at conversion
   prices of $6.40 and $5.67 per share, respectively. In addition, at December
   30, 1995, Thermo Cardiosystems and Thermo Voltek had outstanding (i) stock
   options and warrants exercisable for 798,000 and 511,000 shares,
   respectively, at various prices and subject to various vesting schedules,
   and (ii) convertible debentures (other than those held by the Company)
   convertible into 535,511 shares and 2,148,085 shares, respectively. During
   1995, the Company purchased 21,300 shares of Thermo Voltek common stock in
   the open market at a total price of $179,000.

   1  References to 1995, 1994, and 1993 herein are for the fiscal years
      ended December 30, 1995, December 31, 1994, and January 1, 1994,
      respectively.
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   (b)  Financial Information About Industry Segments

        The Company's business is divided into two industry segments as
   follows:

   Instruments and Other Equipment

        The Company designs, develops, manufactures, and sells high-speed
   precision weighing and inspection equipment for industrial production and
   packaging lines. The Company also manufactures and markets
   electrochemistry, microweighing, process, and other instruments for
   analyzing the chemical compositions of foods, beverages and pharmaceuticals
   and detecting contaminants in environmental and high-purity water samples.
   The Company also develops, manufactures, and markets high-speed detection
   instruments, including the Alexus system, a process detection instrument
   used in product quality assurance applications, and the EGIS system, a
   security instrument used to detect explosives at airports and other
   locations. The Company also develops, manufactures and sells instruments
   which use near infrared radiation to measure moisture for protein and other
   product components in the manufacturing process. In addition, the Company
   develops, manufactures, and markets a line of electronic test instruments,
   and makes high-voltage power conversion systems.

   Biomedical Products

        The Company develops, manufactures, and markets left
   ventricular-assist systems; enteral feeding products; and a line of
   medical-grade polymers used in catheters and tubing, and for nonmedical
   applications, such as protective coatings for industrial products and
   safety glass.

        Financial information concerning the Company's industry segments is
   summarized in Note 14 to Consolidated Financial Statements in the
   Registrant's 1995 Annual Report to Shareholders and is incorporated herein
   by reference.

   (c)  Description of Business

        (i) Principal Products and Services

   Instruments and Other Equipment

        Precision Weighing and Inspection Equipment. Through its Thermo
   Sentron subsidiary, the Company designs, develops, manufactures, and sells
   high-speed precision weighing and inspection equipment for industrial
   production and packaging lines. Thermo Sentron serves two principal
   markets: packaged goods and bulk materials. Thermo Sentron's products for
   the packaged goods market include a wide range of checkweighing equipment
   and metal detectors that can be integrated at various stages in production
   lines for process control and quality assurance. These products are sold
   primarily to customers in the food processing and pharmaceutical
   industries. Products in Thermo Sentron's bulk-material line include
   conveyor belts, scales, solids level measurement and conveyor monitoring
   devices, and sampling systems. These products are sold primarily to
   customers in the mining and material processing industries, as well as
   electric utilities, chemical, and other manufacturing companies.

        During 1995 and 1994, the Company derived revenues of $67.5 million
   and $50.1 million, respectively, from its precision weighing and inspection
   equipment.
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        Laboratory Products. To expand its product quality assurance
   offerings, the Company acquired Orion in December 1995. Through Orion, the
   Company manufactures and markets electrochemistry, microweighing, process,
   and other instruments used to analyze the chemical composition in foods,
   beverages, and pharmaceuticals and detect contaminants in environmental and
   high-purity water samples. Orion's laboratory products include ion and
   moisture analysis and precision weighing systems. Orion's laboratory
   pH/ion-selective products, marketed under the Orion brand name, identify
   chemical substances found in various types of solutions, including foods,
   pharmaceuticals, soils, and water. Pure water monitors, also marketed under
   the Orion name, use ion-selective technology to monitor parameters required
   for the control of high-purity water systems in power generation and other
   industrial applications. Other products include Cahn microweighing and
   moisture balances, Russell pH products, and Lear/Fischer
   filtration/moisture analysis products, all marketed under the Orion brand
   name. Orion also markets consumable products for its earlier instruments
   line. Orion had revenues of $46.3 million in fiscal 1994.

        Process Detection Instruments. In 1992, Thermedics Detection
   introduced Alexus, a high-speed product quality assurance system based on
   the Company's vapor-detection technology, for use in bottling lines in the
   carbonated beverage industry. The Company continues to develop new product
   quality assurance technologies to address the need for product quality in
   the beverage market. In 1994, the Company upgraded its Alexus systems to
   offer higher selectivity and operating efficiency and introduced the Alexus
   W10, which provides the bottled water industry with a device to help ensure
   product quality in returned water containers. In 1995, the Company
   developed a high-speed X-ray imaging system, currently being evaluated by
   several major beer companies in the U.S. and overseas, to detect liquid
   fill-levels for the beverage industry. The Company is also developing a
   high-speed gas chromatography instrument to provide laboratory-quality
   analysis in the field for process control applications. 

        The Company, through its newly acquired MSC and Rutter businesses, has
   a leading position in the market for near infrared radiation technology to
   measure moisture for protein and other product components in the
   manufacturing process for the food, pharmaceutical, chemical, wood, pulp,
   paper, and other industries. MSC and Rutter had combined revenues of $20.0
   million in 1994.

        During 1995, 1994, and 1993, the Company derived revenues from its
   process detection instrument business of approximately $16.2 million, $38.0
   million, and $34.4 million, respectively. 

        Security Instruments. Also through Thermedics Detection, the Company
   has developed a line of security instruments. The Company's TEA
   Analyzer(R), introduced in 1975, uses vapor-detection technology to analyze
   substances for nitrogen-based carcinogens. From this technology, Thermedics
   Detection developed the EGIS system, a highly sensitive vapor-detection
   instrument for screening people, baggage, packages, freight, and electronic
   equipment such as personal computers for the presence of a wide range of
   explosives, including the plastic explosives that have proven difficult to
   detect using conventional methods. The EGIS system detects ultratrace
   quantities of certain explosives and indicates the concentration and type
   of explosive detected. The EGIS system is in use in 21 countries and
   operational in 40 international airports, and is also used in government
   buildings, embassies, and other locations where there is a high degree of
   concern for security. The EGIS system has assisted in identifying
   explosives used in terrorist bombings, including those in Oklahoma City 
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   and at the World Trade Center in New York, as well as in Israel, Buenos
   Aires, and the United Kingdom.

        Electronic Test Instruments. Through Thermo Voltek's KeyTek Instrument
   (KeyTek) division, the Company designs, develops, and manufactures
   electronic test instruments that simulate different types of pulsed
   electromagnetic interference (pulsed EMI) in order to test electronic and
   electrical systems and components for electromagnetic compatibility (EMC).
   Pulsed EMI, which is caused by natural and man-made phenomena such as
   lightning, static electricity, and electrical power disturbances, can
   damage or disrupt the operation of any product that uses digital circuits.
   Consequently, manufacturers of electronic systems and integrated circuits
   must engineer their products for immunity to pulsed EMI. The Company's
   products are used by these customers primarily for product development,
   design verification, and quality assurance, enabling them to meet higher
   levels of product performance, reliability, and safety, and to meet
   increasingly stringent regulatory requirements, including a European Union
   (EU) directive that took effect on January 1, 1996.

        Thermo Voltek instruments that test products for immunity to pulsed
   EMI fall into two main categories: (1) equipment to test electronic
   products such as computers and (2) equipment to test individual electronic
   components such as integrated circuits. This subsidiary's products also
   test for immunity to certain types of power quality failure, which include
   voltage swells, dips, and interruptions on power lines. 

        On March 1, 1995, as part of its strategy to address additional
   segments of the EMC testing market, Thermo Voltek acquired substantially
   all of the assets, subject to certain liabilities, of Kalmus Engineering
   Incorporated (Kalmus), a manufacturer of radio frequency (RF) power
   amplifiers. RF power amplifiers are used to test products for immunity to
   conducted and radiated RF interference, another form of electromagnetic
   interference, and are purchased by many of the same customers that purchase
   Thermo Voltek's pulsed EMI testing products. In addition, RF power
   amplifiers are used in a variety of laboratory and test applications where
   precise control over power level and frequency are required; in medical
   imaging applications; and in wireless communications applications, such as
   in cellular telephone systems, wireless wide area networks (WANs) and local
   area networks (LANs), and mobile data communications. 

        Through Thermo Voltek's Comtest subsidiary, the Company provides
   EMC-consulting and systems-integration services, acts as distributor of a
   broad range of EMC-testing products, and manufactures specialized power
   supplies for use in telecommunications equipment.

        During 1995, 1994, and 1993, the Company derived revenues of $31.6
   million, $19.0 million, and $13.2 million, respectively, from electronic
   test instruments.

        High-voltage Systems. Through Thermo Voltek's Universal Voltronics
   division, the Company 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 defense and scientific research applications. These systems
   transform utility-supplied voltage and current into the high voltage or
   current required by the user and allow precise control over the performance
   level desired for each application. The Company's systems produce power
   ranging from 1,000 to 1,000,000 volts, and range in size from small systems
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   used in benchtop instruments to room-sized systems used in scientific
   research applications.

        The Company currently sells products on an OEM (original equipment
   manufacturer) basis for use in commercial applications, which include
   electrostatic coating and separation, industrial and medical lasers, and
   electron-beam applications. In addition, the Company has developed
   high-voltage power supplies for microwave-driven light sources used to test
   projection televisions during the manufacturing process.

   Biomedical Products

        Left Ventricular-assist Systems. The Company, through its Thermo
   Cardiosystems subsidiary, has developed two versions of its LVAS: an
   implantable pneumatic (IP), or air-driven system that can be controlled by
   either a bedside or portable console and an electric system that features
   an internal electric motor powered by an external battery pack worn by the
   patient. These devices are designed to perform substantially all or part of
   the pumping function of the left ventricle of the natural heart for
   patients suffering from cardiovascular disease. Both of the Company's
   systems employ the Company's HeartMate(R) blood pump and are designed for
   long-term use. This pump incorporates proprietary technological advances in
   biological compatibility that distinguish it from other competitive
   devices, including proprietary textured linings that can significantly
   reduce the likelihood of blood clots that can lead to strokes.

        Unlike a total artificial heart system, which requires removal of the
   natural heart, the LVAS allows the natural heart to remain in place and
   assists the heart when it is unable to provide sufficient cardiac function
   to maintain life. This approach provides the advantage of leaving in place
   certain biological control mechanisms and also provides the important
   psychological advantage of not removing the organ.

        IP LVAS. The Company announced in October 1994, that the IP LVAS
   system had been approved by the FDA for commercial sale for use as a
   bridge-to-transplant. This approval allows the Company to sell the IP LVAS
   to any of the nearly 900 cardiac surgery centers in the United States. In
   April 1994, the Company received the European Conformity Mark (CE Mark),
   which allows commercial sale of the air-driven LVAS in all European
   Community countries. The IP LVAS is intended as a bridge-to-transplant for
   patients awaiting heart transplantation. In the IP LVAS, the HeartMate
   blood pump is coupled to an external console connected to the body by a
   tube. The Company has also developed the HeartPak(TM), a lightweight
   portable console that can be carried over the shoulder. The portable
   console received the CE Mark for commercial sale in European Community
   countries in February 1995. In July 1995, the FDA approved the beginning of
   Phase I clinical trials of the HeartPak portable pneumatic driver. Phase I
   of the study will evaluate the safety of the system in the hospital; Phase
   II will evaluate the system in the home environment.

        To date, more than 500 patients have been supported by the IP LVAS  
   prior to transplantation, including one patient who was supported for 390
   days. There are currently approximately 60 cardiac surgery centers in the
   United States that offer the Company's IP LVAS to patients. In addition,
   Thermo Cardiosystems is working with nearly 30 cardiac sites in such
   countries as the United Kingdom, Germany, Sweden, Japan, the Netherlands,
   France, Italy, and Belgium. In November 1995, the U.S. Health Care Finance
   Administration (HCFA) issued a decision that extends Medicare coverage to
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   Thermo Cardiosystems' IP LVAS. Several major nongovernment insurers,
   including Blue Cross/Blue Shield of Connecticut, Aetna Life & Casualty
   Company (Aetna) and the health maintenance organization (HMO) U.S.
   Healthcare, have already agreed to offer coverage for the IP LVAS.
   Additional insurers are reviewing the clinical results with the device, and
   additional coverage decisions will be forthcoming.

        Electric LVAS. The Company has also developed an electric LVAS that
   uses the HeartMate blood pump driven by an internal electric motor mounted
   in the blood pump housing. The system is connected to an external battery
   pack by wires that exit the body, allowing the patient complete mobility. 

        In early 1991, the Company received an investigational device
   exemption (IDE) from the FDA allowing the Company to begin clinical studies
   of the electric LVAS. This IDE is being restructured as a two-phase study
   to evaluate the electric system for safety in the hospital and home
   environment. The efficacy of the HeartMate blood-contacting components,
   common to both the air-driven and electric devices, has already been
   established, thereby reducing the complexity level for testing of the
   Company's electric LVAS. To date, 18 clinical sites have been approved by
   the FDA and more than 70 implants have been performed, including one
   implant that supported a patient for 416 days prior to transplant. In April
   1993, the FDA granted approval to allow patients with an electric LVAS to
   be discharged from the hospital with their physician's approval, improving
   quality of life and reducing substantial costs associated with extended
   hospital stays. The electric LVAS may not be sold commercially in the U.S.
   until it has received approval from the FDA. In December 1995, the FDA
   approved the protocol for conducting clinical trials of the electric LVAS
   as an alternative to heart transplant. The trial is expected to compare the
   results of approved patients using the device to a similar number using
   drug therapy. In August 1995, the electric LVAS was awarded the CE Mark,
   allowing commercial sale of this system in all European Community
   countries. The electric system is used as a bridge-to-transplant in the
   U.S. and Europe, and is also implanted as an alternative to heart
   transplant in Europe. 

        Medical Grade Polymers and Enteral Nutrition-Delivery Systems. The
   Company's research relating principally to the development of its LVAS has
   resulted in the development of proprietary medical-grade plastics marketed
   under the names Tecoflex(R) and Tecothane(R). Tecoflex and Tecothane are
   thermoplastic polyurethanes used in medical disposables and industrial
   products. The Company sells Tecoflex and Tecothane in bulk form for
   fabrication by the customer, and the Company also extrudes precision tubing
   to customer specifications. Tecoflex and Tecothane can be custom-fabricated
   to a variety of shape, size, hardness, color, and opacity specifications.

        Tecoflex and Tecothane are used by medical-products companies to
   fabricate products such as catheters and tubing for drug-delivery systems,
   enteral nutrition-delivery systems, fluid transfer systems, and diagnostic
   devices. In addition, due to the strength, weather resistance, and optical
   clarity of these polyurethanes, they are used by industrial customers for
   aerospace and safety glass applications.

        The Company introduced Scent Seal fragrance samplers, which were
   developed from the Company's polymer technology, in 1993. Scent Seal
   fragrance samplers are used to hermetically seal a fragrance rendition in
   perfume advertisements for magazines, and are an alternative to commonly
   used fragrance strips.
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        In June 1995, Thermedics entered into an agreement granting Arcade,
   Inc., the leading manufacturer of scent-sampling products, an exclusive,
   worldwide license to manufacture and distribute the Company's fragrance
   samplers under Thermedics' patents and know-how. The license arrangement
   follows the termination of Thermedics' exclusive marketing agreement with
   Scent Seal, Inc., and the acquisition of Scent Seal, Inc. by Arcade. Under
   the license agreement, Arcade pays royalties to Thermedics on licensed
   fragrance samplers sold by Arcade, and Thermedics continues to provide the
   polymer gels needed to produce the fragrance samplers. Arcade pays
   Thermedics royalties of approximately five percent of revenues from the
   licensed samplers, with minimum annual royalty payments required to
   maintain an exclusive license.

        The Company's Corpak Inc. (Corpak) subsidiary designs, manufactures,
   and markets enteral feeding systems that introduce special nutritional
   solutions into the stomach or the small intestine through tubes entering
   the nose or stomach. Enteral therapy is used for patients who are unable to
   feed themselves but who do not require parenteral (intravenous) feeding.
   Corpak's products include bags for nutritional fluids, delivery pumps,
   associated pump sets that hook up to the pumps, and feeding tubes. In
   addition, Corpak markets a range of enteral feeding supplements.

        (ii) New Products

        The Company's business includes the development and introduction of
   new products in the following categories:  precision measurement and
   inspection equipment, process detection instruments, security instruments,
   electronic test instruments, high-voltage systems, left ventricular-assist
   systems, and biomaterials. The Company also develops electrochemistry,
   microweighing, and other laboratory instruments through its recently
   acquired Orion subsidiary.

        (iii) Raw Materials

        The Company has a number of sole-source suppliers. A number of the
   components of the Company's EMC-testing products are supplied by
   sole-source vendors. The Company also relies upon one supplier as a sole
   source of one of the chemical components used in the manufacture of one of
   its polyurethanes. To date, the Company has experienced no difficulties in
   obtaining these materials and components. 

        The Company relies on a number of custom-designed components and
   materials supplied by other companies to manufacture its LVAS, most of
   which are available from a large number of suppliers. These suppliers, in
   turn, rely on one or two basic raw materials. In 1992, two major
   manufacturers, E.& M. DuPont de Nemours & Co. (DuPont) and Dow Corning
   (Dow), decided to phase out or eliminate their supply of raw materials for
   implantable medical devices. These withdrawals have affected the
   availability of several components and materials the Company uses in its
   products.

        The Company has developed and received FDA approval for the use of one
   alternative material, and is in the process of qualifying certain other
   alternative materials or developing alternative sources for the materials
   no longer supplied by Dow and Dupont. While the Company believes that it
   has adequate supplies of materials to meet demand for the LVAS for the
   foreseeable future, no assurance can be given that the Company will not
   experience shortages of certain materials in the future that could delay
   shipments of the LVAS.
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        The Company currently expects to spend approximately $2,000,000 on
   research, development, and the equipment necessary to test and obtain FDA
   approval for new alternative materials, approximately $1,390,000 of which
   has been spent to date. However, the cost to the Company to evaluate and
   test alternative materials and the time necessary to obtain FDA approval
   for these materials are inherently difficult to determine because both time
   and cost are dependent on at least two factors:  the similarity of the
   alternative material to the original material, and the amount of
   third-party testing that may have already been completed on alternative
   materials.

        The Company does not expect that the introduction of alternative
   materials will adversely affect clinical trials of the electric LVAS. There
   can be no assurance, however, that the substitution of these materials will
   not cause delays in the Company's LVAS development program.

     (iv) Patents, Licenses and Trademarks

        The Company considers its intellectual property important in the
   operation and growth of its business, and its policy is to protect this
   property through patents, license and confidentiality agreements,
   trademarks, and trade secret protection. The Company applies for and
   maintains patents in the U.S. and in foreign countries, particularly in the
   areas of biomedical materials, medical products, and analytical
   instruments. Although some of these patent rights may provide the Company
   with a competitive advantage, the Company primarily relies on its know-how
   and trade secrets. In April 1995, Thermo Cardiosystems received
   correspondence from a third party alleging that the textured surface of the
   LVAS housing infringed certain patent rights of such third party. Thermo
   Cardiosystems had previously received similar correspondence from this
   third party but had not received any communication for more than three
   years. In its April 1995 communication, the third party offered Thermo
   Cardiosystems a license, which Thermo Cardiosystems has elected not to
   accept. Although Thermo Cardiosystems has not received any communication
   since April 1995 and believes that it has adequate defenses to the claims
   of the third party, due to the inherent uncertainty of litigation, no
   assurance can be made that Thermo Cardiosystems would be successful were
   any litigation to be commenced.

        The Company also has certain licenses to the technology resulting from
   its customer-sponsored development of a high-speed detection system for
   product quality assurance. The patents and agreements of the Company have
   varying lives ranging from one year to approximately 20 years, and the
   Company does not believe that the expiration or termination of any one of
   these patents or agreements would materially affect the Company's business.

     (v) Seasonal Influences

        There are no significant seasonal influences on the Company's sales of
   products and services.

     (vi) Working Capital Requirements

        There are no special inventory requirements or credit terms extended
   to customers that would have a material adverse effect on the Company's
   working capital.
                                   10PAGE
<PAGE>
     (vii) Dependency on a Single Customer

        No customer represented 10% or more of the Company's total revenues in
   1995. The Company derived 21% and 43% of its total revenues in 1994 and
   1993, respectively, from The Coca-Cola Company and its affiliates. The
   Company derived 5% of its total revenues in 1994 from Scent Seal Inc.,
   which represented 23% of the Biomedical Products segment revenues.

     (viii) Backlog

        The Company's backlog of firm orders at year-end 1995 and 1994 was as
   follows:

   (In thousands)                                            1995      1994
   ------------------------------------------------------------------------

   Instruments and Other Equipment                        $31,800   $26,200
   Biomedical Products                                      2,200     3,700
                                                          -------   -------
                                                          $34,000   $29,900
                                                          =======   =======

        The Company anticipates that substantially all of the backlog at the
   end of 1995 will be shipped or completed during fiscal 1996.

        (ix) Government Contracts

        Not applicable.

        (x) Competition

        In general, the Company competes with other entities on the basis of
   technological advances, particularly with respect to the Company's work in
   analytical instruments and biomedical devices.

   Instruments and Other Equipment

        Precision Weighing and Inspection Equipment.  The Company's Thermo
   Sentron subsidiary competes with several international and regional
   companies in the market for its products. Thermo Sentron's competitors in
   the packaged goods market differ from those in the bulk materials market.
   The principal competitive factors in both markets are customer service and
   support, quality, reliability, and price.

        Laboratory Products. The Company's Orion division competes with
   several international companies. In the markets for the products made by
   its Orion division, the Company competes on the basis of performance,
   service, technology, and price.

        Process Detection Instruments. The Company's product quality assurance
   systems compete with chemical-detection systems manufactured by several
   companies using similar technology as well as other technologies and
   processes for product quality assurance. Competition in the markets for all
   of the Company's detection products is based primarily on performance,
   service, and price.
                                   11PAGE
<PAGE>
        Security Instruments. In the security instruments market, the Company
   competes with a small number of companies that include makers of other
   chemical-detection instruments as well as enhanced X-ray detectors. Since
   the Federal Aviation Administration (FAA) has not required that U.S.
   airports and airlines buy advanced explosives-detection equipment, the
   Company has not sold any EGIS systems to U.S. airlines. The Company
   believes that the companies, if any, whose devices are required by the FAA
   will have a substantial competitive advantage in the United States. In
   December 1994, the FAA approved the use of an X-ray imaging system
   developed by InVision Technologies in Foster City, California, indicating
   that the FAA is currently focusing its attention on X-ray technology.

        Electronic Test Instruments. The Company is a leading supplier of
   pulsed EMI testing equipment. The Company estimates that there are
   approximately 15 companies worldwide that independently manufacture and
   market pulsed EMI test equipment for electronic products and approximately
   10 companies that independently manufacture and market component-
   reliability test equipment. The Company competes in this market primarily
   on the basis of performance, technical expertise, and reputation.

        In the market for RF power amplifiers, the Company competes with
   approximately five companies worldwide. Competition in this market is based
   primarily on the basis of technical expertise, reputation, and price.

        High-voltage Systems. The Company estimates that there are
   approximately 20 companies that independently manufacture and market
   high-voltage power supply systems of the general type manufactured and
   marketed by Thermo Voltek. Thermo Voltek competes for both contract and
   commercial sales primarily on the basis of technical expertise, product
   performance, and reputation. Substantially all of Thermo Voltek's contract
   and commercial revenues are subject to intense competitive bidding.

   Biomedical Products

        Left Ventricular-assist Systems. The Company is aware of one other
   company that has submitted a PMA application with the FDA for an
   implantable LVAS. The Company is unaware whether this PMA application has
   been accepted for filing by the FDA. Also, the Company is aware of one
   other company that has received approval by the FDA Advisory Panel on
   Circulatory System Devices and subsequent commercial approval for its
   cardiac-assist device. This is an external device that is positioned on the
   outside of the patient's chest and is intended for short-term use in the
   hospital environment. In addition, the Company is aware that a total
   artificial heart is currently undergoing clinical trials. The requirement
   of obtaining FDA approval for commercial sale of an LVAS is a significant
   barrier to entry into the U.S. market for these devices. There can be no
   assurance, however, that FDA regulations will not change in the future,
   reducing the time and testing required for others to obtain FDA approval
   for commercial sale. In addition, other research groups and companies, some
   of which have significantly greater resources than those of the Company,
   are developing cardiac systems using alternative technologies or concepts,
   one or more of which might prove functionally equivalent to or more
   suitable than the Company's systems. Among products that have been approved
   for commercial sale, the Company competes primarily on the basis of
   performance, service capability, and price. Competition in the market for
   medical devices is also significantly affected by the reimbursement
   policies of government and private insurers. Any product for which
                                   12PAGE
<PAGE>
   reimbursement is not available from such third party payors will be at a
   significant competitive disadvantage. In November 1995, the HCFA issued a
   decision that extends Medicare Coverage to the IP LVAS. Several major
   health insurers, including Aetna and U.S. Healthcare, have agreed to offer
   coverage for the IP LVAS, while many others are reimbursing on a
   case-by-case basis.

        Medical Grade Polymers and Enteral Nutrition-Delivery Systems. In the
   market for medical-grade polymers and enteral nutrition-delivery systems,
   the Company competes primarily with large pharmaceutical, medical device,
   and chemical companies, many of which have substantially greater financial,
   technical, and human resources than those of the Company. Competition
   within these markets is intense, and is based primarily on price, efficacy,
   and technological advances.

        (xi) Research and Development

        The Company maintains a research and development capability to support
   its existing products and to develop new products. A number of programs are
   under way, funded by the Company solely or jointly with an outside company.
   These programs include development of new products to perform substantially
   all or part of the pumping function of the left ventricle of the natural
   heart, process detection and security instruments, electronic test
   instruments, and high-voltage power supply products. The Company also
   develops new grades of polymers to meet specific customer requirements for
   industrial and medical applications.

        During 1995, 1994, and 1993, the Company expended $11,087,000,
   $10,445,000, and $6,434,000, respectively, on internally sponsored research
   and development programs, and $3,125,000, $1,702,000, and $2,702,000,
   respectively, on research and development programs sponsored by others. At
   December 30, 1995, 169 professional employees were engaged full-time in
   research and development activities.

        (xii) Environmental Protection Regulations

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

        (xiii) Number of Employees

        As of December 30, 1995, the Company's Instruments and Other Equipment
   and Biomedical Products segments employed 1,095 and 277 people,
   respectively.

   (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 14 to Consolidated Financial
   Statements in the Registrant's 1995 Annual Report to Shareholders and is
   incorporated herein by reference.
                                   13PAGE
<PAGE>
   (e)  Executive Officers of the Registrant

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

   John W. Wood Jr.        52    President and Chief Executive 
                                  Officer (1984)
   Victor L. Poirier       54    Senior Vice President (1983)
   John T. Keiser          60    Senior Vice President (1994)
   John N. Hatsopoulos*    61    Vice President and Chief Financial
                                  Officer (1983)
   David H. Fine           53    Vice President (1993)
   Paul F. Kelleher        53    Chief Accounting Officer (1985)

   * John N. Hatsopoulos, Chairman of the Company, and George N. Hatsopoulos,
     a director of the Company, are brothers.

        Each executive officer serves until his successor is chosen or
   appointed and qualified or until earlier resignation, death, or removal.
   All executive officers have held comparable positions for at least five
   years either with the Company or with its parent company, Thermo Electron.
   Mr. Keiser was appointed senior vice president of the Company in 1994, at
   the same time he was named president of Thermo Biomedical, a newly created
   subsidiary of Thermo Electron. From 1985 and until 1994, Mr. Keiser was
   president of the Eberline Instrument division of Thermo Instrument Systems
   Inc., a majority-owned public subsidiary of Thermo Electron. Messrs. Wood
   and Fine are full-time employees of the Company. Messrs. Hatsopoulos and
   Kelleher are full-time employees of Thermo Electron and Mr. Poirier is a
   full-time employee of Thermo Cardiosystems, but they devote such time to
   the affairs of the Company as the Company's needs reasonably require.


   Item 2. Properties

        The location and general character of the Company's properties by
   industry segment as of December 30, 1995, are as follows:

   Instruments and Other Equipment

        The Company owns approximately 45,000, 9,500, and 13,800 square feet
   of office, engineering, laboratory, and production space in New York,
   Canada, and Scotland, respectively, and leases approximately 560,000 square
   feet of office, engineering, laboratory, and production space principally
   in Minnesota, Massachusetts, Italy, the Netherlands, and the United Kingdom
   under leases expiring from 1996 to 2001.

   Biomedical Products

        The Company leases approximately 146,000 square feet of office,
   engineering, laboratory, and production space in Illinois and Massachusetts
   under leases expiring in 1996 and 2003, respectively.

        The Company believes that its facilities are in good condition and are
   adequate to meet its current needs and that other suitable space is readily
   available if any of such leases are not extended.
                                   14PAGE
<PAGE>
   Item 3. Legal Proceedings

        Not applicable.


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

        Not applicable.


                                    PART II


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

        Information concerning the market and market price for the
   Registrant's Common Stock, $.10 par value, and dividend policy are included
   under the sections labeled "Common Stock Market Information" and "Dividend
   Policy" in the Registrant's 1995 Annual Report to Shareholders and is
   incorporated herein by reference.


   Item 6. Selected Financial Data

        Information concerning the Registrant's selected financial data is
   included under the sections labeled "Selected Financial Information" and
   "Dividend Policy" in the Registrant's 1995 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 1995 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 December 30,
   1995, are included in the Registrant's 1995 Annual Report to Shareholders
   and are incorporated herein by reference.


   Item 9. Changes in and Disagreements with Public Accountants on Accounting
           and Financial Disclosure

        Not applicable.
                                   15PAGE
<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 "Disclosure of Certain Late Filings" 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.




                                   16PAGE
<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

           Certain Financial Statement Schedules filed herewith:

                Schedule II: Valuation and Qualifying Accounts

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

   (b)     Reports on Form 8-K.

           On December 12, 1995, the Company filed a Current Report on Form
           8-K pertaining to the acquisition of the Orion laboratory products
           division of Analytical Technology, Inc. On February 14, 1996, the
           Company filed an amendment on Form 8-K/A, the purpose of which was
           to file the financial information required by Form 8-K concerning
           this acquisition.

   (c)    Exhibits.

           See Exhibit Index on the page immediately preceding exhibits.
                                   17PAGE
<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 by the undersigned, thereunto duly authorized.

   Date: March 8, 1996             THERMEDICS INC.


                                   By: John W. Wood Jr.
                                       ----------------
                                       John W. Wood Jr.
                                       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, as of March 8, 1996.

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

   By: John W. Wood Jr.            President, Chief Executive Officer
       ---------------------       and Director
       John W. Wood Jr.            

   By: John N. Hatsopoulos         Chairman of the Board, Vice President,
       ---------------------       Chief Financial Officer and Director
       John N. Hatsopoulos         

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

   By: Peter O. Crisp              Director
       ---------------------
       Peter O. Crisp

   By: Paul F. Ferrari             Director
       ---------------------
       Paul F. Ferrari

   By: George N. Hatsopoulos       Director
       ---------------------
       George N. Hatsopoulos

   By: Robert C. Howard            Director
       ---------------------
       Robert C. Howard

   By: Arvin H. Smith              Director
       ---------------------
       Arvin H. Smith

   By: Nicholas T. Zervas          Director
       ---------------------
       Nicholas T. Zervas
                                   18PAGE
<PAGE>
                    Report of Independent Public Accountants
                    ----------------------------------------


   To the Shareholders and Board of Directors of Thermedics Inc.:


        We have audited, in accordance with generally accepted auditing
   standards, the consolidated financial statements included in Thermedics
   Inc.'s Annual Report to Shareholders incorporated by reference in this Form
   10-K, and have issued our report thereon dated February 7, 1996 (except
   with respect to the matters discussed in Note 15 as to which the date is
   February 9, 1996).  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 17 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.  The 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 7, 1996










                                   19PAGE
<PAGE>
SCHEDULE II

                                 THERMEDICS INC.

                        VALUATION AND QUALIFYING ACCOUNTS

                                 (In thousands)


                                          Additions          Deductions
                               ----------------------------- ----------
                    Balance at Charged to                    Accounts  Balance
                     Beginning  Costs and           Accounts  Written   at End
Description            of Year   Expenses Other(a) Recovered      Off  of Year 
------------------- ---------- ---------- -------  --------- -------- --------

Year Ended
 December 30, 1995
  Allowance for
   Doubtful Accounts   $ 3,640    $   689  $   365   $     2  $  (714) $ 3,982

Year Ended
 December 31, 1994
  Allowance for
   Doubtful Accounts   $   944    $ 1,190  $ 2,717   $    60  $(1,271) $ 3,640

Year Ended
 January 1, 1994
  Allowance for
   Doubtful Accounts   $   769    $    92  $   141   $   133  $  (191) $   944

(a) Includes allowance of businesses acquired during the year as described in
    Note 3 to Consolidated Financial Statements in the Registrant's 1995
    Annual Report to Shareholders and foreign currency translation adjustment.








                                       20PAGE
<PAGE>
                                  EXHIBIT INDEX

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

     2.1     Asset and Stock Purchase Agreement dated as of January 28,
             1994 between Thermo Electron Corporation and Baker Hughes
             Incorporated (filed as Exhibit 2.1 to the Registrant's
             Current Report on Form 8-K relating to events occurring on
             March 16, 1994 [File No. 1-9567] and incorporated herein by
             reference).

     2.2     Assignment and Assumption Agreement dated March 16, 1994
             among Thermo Electron Corporation, the Registrant, and
             Thermo Instrument Systems Inc. (filed as Exhibit 2.2 to the
             Registrant's Current Report on Form 8-K relating to events
             occurring on March 16, 1994 [File No. 1-9567] and
             incorporated herein by reference).

     2.3     Agreement and Plan of Merger dated as of November 29, 1995,
             by and among the Registrant, ATI Merger Corp., Analytical
             Technology, Inc., and, for certain limited purposes, Thermo
             Instrument Systems Inc. (filed as Exhibit 2 to the
             Registrant's Current Report on Form 8-K relating to events
             occurring on November 29, 1995 [File No. 1-9567] and
             incorporated herein by reference).

     2.4     Asset and Share Purchase Agreement dated as of November 29,
             1995, by and among Thermo Instrument Systems Inc., ATI
             Acquisition Corp., Analytical Technology, Inc., and, for
             certain limited purposes, the Registrant (filed as Exhibit
             10(a) to the Registrant's Current Report on Form 8-K
             relating to events occurring on November 29, 1995 [File No.
             1-9567] and incorporated herein by reference).

     2.5     Asset Purchase Agreement dated as of January 25, 1996 among
             Thermedics Detection Limited, Moisture Systems Corporation,
             Moisture Systems Limited and Anacon Corporation. Schedules
             to this Agreement have been omitted pursuant to Rule 601(b)
             (2) of Regulation S-K. The Registrant hereby undertakes to
             furnish supplementally a copy of any omitted schedule to the
             Commission upon request.

     3.1     Articles of Organization (filed as Exhibit 3(a) to the
             Registrant's Annual Report on Form 10-K for the fiscal year
             ended December 31, 1988 [File No. 1-9567] and incorporated
             herein by reference).

     3.2     Amendment to Articles of Organization dated October 25, 1993
             (filed as Exhibit 3(c) to the Registrant's Quarterly Report
             on Form 10-Q for the fiscal quarter ended October 2, 1993
             [File No. 1-9567] and incorporated herein by reference).

     3.3     Amended and Restated By-laws of the Registrant (filed as
             Exhibit 3(c) to the Registrant's Quarterly Report on Form
             10-Q for the fiscal quarter ended March 28, 1992 [File No.
             1-9567] and incorporated herein by reference).
                                       21PAGE
<PAGE>
                                  EXHIBIT INDEX

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

    4.1      Fiscal Agency Agreement dated as of July 16, 1990, among the
             Registrant, Thermo Electron Corporation, and Chemical Bank
             as fiscal agent (filed as Exhibit B to the Registrant's
             Current Report on Form 8-K relating to events occurring on
             July 16, 1990 [File No. 1-9567] and incorporated herein by
             reference).

     4.2     Fiscal Agency Agreement dated January 5, 1994 among Thermo
             Cardiosystems, Thermo Electron Corporation and Chemical Bank
             (filed as Exhibit 4.11 to Thermo Cardiosystems' Annual
             Report on Form 10-K for the fiscal year ended January 1,
             1994 [File No. 1-10114] and incorporated herein by
             reference).

     4.3     Fiscal Agency Agreement dated November 19, 1993 among Thermo
             Voltek, Thermo Electron Corporation and Chemical Bank (filed
             as Exhibit 4.3 to Thermo Voltek's Annual Report on Form 10-K
             for the fiscal year ended January 1, 1994 [File No. 1-10574]
             and incorporated herein by reference).

     4.4     Guarantee Reimbursement Agreement dated February 7, 1994
             among Thermo Cardiosystems Inc., Thermo Voltek Corp., the
             Registrant and Thermo Electron Corporation (filed as Exhibit
             4.4 to the Registrant's Annual Report on Form 10-K for the
             fiscal year ended January 1, 1994 [File No. 1-9567] and
             incorporated herein by reference).

             The Registrant hereby agrees, pursuant to Item
             601(b)(4)(iii)(A) of Regulation S-K, to furnish to the
             Commission upon request, a copy of each other instrument
             with respect to other long-term debt of the Company or its
             subsidiaries.

    10.1     Amended and Restated Corporate Services Agreement between
             Thermo Electron Corporation and the Registrant dated as of
             January 3, 1993 (filed as Exhibit 10(a) to the Registrant's
             Annual Report on Form 10-K for the fiscal year ended January
             2, 1993 [File No. 1-9567] and incorporated herein by
             reference).

    10.2     Lease dated November 1983, between WGO Limited Partnership,
             as Lessor, and the Registrant, as Lessee (filed as Exhibit
             10(l) to the Registrant's Registration Statement on Form S-1
             [Reg. No. 2-96962] and incorporated herein by reference;
             amendments thereto filed as Exhibit 10(l) to the
             Registrant's Annual Report on Form 10-K for the fiscal year
             ended December 31, 1988 [File No. 1-9567] and incorporated
             herein by reference).

    10.3     Thermo Electron Corporate Charter as amended and restated
             effective January 3, 1993 (filed as Exhibit 10(h) to the
             Registrant's Annual Report on Form 10-K for the fiscal year
             ended January 2, 1993 [File No. 1-9567] and incorporated
             herein by reference).
                                       22PAGE
<PAGE>
                                  EXHIBIT INDEX

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

     10.4    Lease dated August 25, 1978 between National Boulevard Bank
             of Chicago and Walpak Company (filed as Exhibit 10(p) to the
             Registrant's Annual Report on Form 10-K for the fiscal year
             ended December 31, 1988 [File No. 1-9567] and incorporated
             herein by reference).

     10.5    Exclusive Base Technology License Agreement between Thermo
             Electron and the Registrant dated January 8, 1988 (filed as
             Exhibit 10(q) to the Registrant's Quarterly Report on Form
             10-Q for the fiscal quarter ended April 2, 1988 [File No.
             1-9567] and incorporated herein by reference).

     10.6    Research and Development Contract between Thermo Electron
             and the Registrant dated January 8, 1988 (filed as Exhibit
             10(r) to the Registrant's Quarterly Report on Form 10-Q for
             the fiscal quarter ended April 2, 1988 [File No. 1-9567] and
             incorporated herein by reference).

     10.7    Exclusive License and Marketing Agreement between Thermo
             Electron and the Registrant dated January 8, 1988 (filed as
             Exhibit 10(s) to the Registrant's Quarterly Report on Form
             10-Q for the fiscal quarter ended April 2, 1988 [File No.
             1-9567] and incorporated herein by reference).

     10.8    Intellectual Property Cross-license Agreement between the
             Registrant and Thermo Cardiosystems Inc. (filed as Exhibit
             10(i) to Thermo Cardiosystems' Registration Statement on
             Form S-1 [Reg. No. 33-25144] and incorporated herein by
             reference).

     10.9    Amendment No. 1 dated March 29, 1991 to Exclusive License
             and Marketing Agreement between the Registrant and Thermo
             Electron Corporation (filed as Exhibit 10(r) to the
             Registrant's Quarterly Report on Form 10-Q for the fiscal
             quarter ended March 30, 1991 [File No. 1-9567] and
             incorporated herein by reference).

     10.10   Management Agreement by and between Thermo Electron and the
             Registrant dated November 15, 1991 (filed as Exhibit 10(t)
             to the Registrant's Annual Report on Form 10-K for the
             fiscal year ended December 28, 1991 [File No. 1-9567] and
             incorporated herein by reference).

     10.11   Sublease dated June 1, 1993, between Apollo Computer, Inc.,
             as Sublessor, Thermedics Detection Inc., as Subleasee, and
             Trustees of 220 Mill Road Trust, as Master Lessor (filed as
             Exhibit 10(ll) to the Registrant's Quarterly Report on Form
             10-Q for the fiscal quarter ended July 3, 1993 [File No.
             1-9567] and incorporated herein by reference).

                                       23PAGE
<PAGE>
                                  EXHIBIT INDEX

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

     10.12   Agreement dated May 26, 1993 between Thermo Cardiosystems
             Inc. and The Polymer Technology Group, Incorporated (filed
             as Exhibit 10(nn) to the Registrant's Quarterly Report on
             Form 10-Q for the fiscal quarter ended July 3, 1993 [File
             No. 1-9567] and incorporated herein by reference).

     10.13   Lease Agreement dated August 2, 1993 between Comtest Invest
             B.V. and Comtest Instrumentation B.V. (filed as Exhibit 10.6
             to Thermo Voltek's Annual Report on Form 10-K for the fiscal
             year ended January 1, 1994 [File No. 1-10576] and
             incorporated herein by reference).

     10.14   Master Repurchase Agreement dated January 1, 1994 between
             the Registrant and Thermo Electron Corporation (filed as
             Exhibit 10.16 to the Registrant's Annual Report on Form 10-K
             for the fiscal year ended January 1, 1994 [File No. 1-9567]
             and incorporated herein by reference).

     10.15   $38,000,000 Promissory Note dated as of December 11, 1995
             issued by the Registrant to Thermo Electron Corporation
             (filed as Exhibit 10(b) to the Registrant's Current Report
             on Form 8-K relating to events occurring on November 29,
             1995 [File No. 1-9567] and incorporated herein by
             reference).

   10.16-17  Reserved.

     10.18   Incentive Stock Option Plan of the Registrant (filed as
             Exhibit 10(d) to the Registrant's Registration Statement on
             Form S-1 [Reg. No. 33-84380] and incorporated herein by
             reference). (Maximum number of shares issuable in the
             aggregate under this plan and the Registrant's Nonqualified
             Stock Option Plan is 1,931,923 shares, after adjustment to
             reflect share increases approved in 1986 and 1992, 5-for-4
             stock split effected in January 1985, 4-for-3 stock split
             effected in September 1985 and 3-for-2 stock splits effected
             in October 1986 and November 1993).

     10.19   Nonqualified Stock Option Plan of the Registrant (filed as
             Exhibit 10(e) to the Registrant's Registration Statement on
             Form S-1 [Reg. No. 33-84380] and incorporated herein by
             reference). (Maximum number of shares issuable in the
             aggregate under this plan and the Registrant's Incentive
             Stock Option Plan is 1,931,923 shares, after adjustment to
             reflect share increases approved in 1986 and 1992, 5-for-4
             stock split effected in January 1985, 4-for-3 stock split
             effected in September 1985 and 3-for-2 stock splits effected
             in October 1986 and November 1993).

     10.20   Directors Stock Option Plan of the Registrant (filed as
             Exhibit 10.20 to the Registrant's Annual Report on Form 10-K
             for the fiscal year ended December 31, 1994 [File No.
             1-9567] and incorporated herein by reference).
 
                                       24PAGE
<PAGE>

                                  EXHIBIT INDEX

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

     10.21   Deferred Compensation Plan for Directors of the Registrant
             (filed as Exhibit 10(g) to the Registrant's Registration
             Statement on Form S-1 [Reg. No. 33-96962] and incorporated
             herein by reference).

     10.22   Equity Incentive Plan of the Registrant (filed as Appendix A
             to the Proxy Statement dated May 10, 1993 of the Registrant
             [File No. 1-9567] and incorporated herein by reference).
             (Maximum number of shares issuable is 1,500,000 shares,
             after adjustment to reflect 3-for-2 stock split effected in
             November 1993).

             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 the
             Registrant's parent, Thermo Electron Corporation, and its
             subsidiaries, for services rendered to the Registrant or to
             such affiliated corporations. Such plans are listed under
             Exhibits 10.23 - 10.90.

    10.23    Thermo Electron Corporation Incentive Stock Option Plan
             (filed as Exhibit 4(d) to Thermo Electron's Registration
             Statement on Form S-8 [Reg. No. 33-8993] and incorporated
             herein by reference). (Maximum number of shares issuable in
             the aggregate under this plan and the Thermo Electron
             Nonqualified Stock Option Plan is 9,035,156 shares, after
             adjustment to reflect share increases approved in 1984 and
             1986, share decrease approved in 1989, and 3-for-2 stock
             splits effected in October 1986, October 1993 and May 1995).

    10.24    Thermo Electron Corporation Nonqualified Stock Option Plan
             (filed as Exhibit 4(e) to Thermo Electron's Registration
             Statement on Form S-8 [Reg. No. 33-8993] and incorporated
             herein by reference). (Plan amended in 1984 to extend
             expiration date to December 14, 1994; maximum number of
             shares issuable in the aggregate under this plan and the
             Thermo Electron Incentive Stock Option Plan is 9,035,156
             shares, after adjustment to reflect share increases approved
             in 1984 and 1986, share decrease approved in 1989, and
             3-for-2 stock splits effected in October 1986, October 1993
             and May 1995).

    10.25    Thermo Electron Corporation Equity Incentive Plan (filed as
             Exhibit 10.1 to Thermo Electron's Quarterly Report on Form
             10-Q for the quarter ended July 2, 1994 [File No. 1-8002]
             and incorporated herein by reference). (Plan amended in 1989
             to restrict exercise price for SEC reporting persons to not
             less than 50% of fair market value or par value; maximum
             number of shares issuable is 7,050,000 shares, after
             adjustment to reflect 3-for-2 stock splits effected in
             October 1993 and May 1995 and share increase approved in
             1994).

                                       25PAGE
<PAGE>
                                  EXHIBIT INDEX

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

    10.26    Thermo Electron Corporation - Thermedics Inc. Nonqualified
             Stock Option Plan (filed as Exhibit 4 to a Registration
             Statement on Form S-8 of Thermedics Inc. [Reg. No. 2-93747]
             and incorporated herein by reference). (Maximum number of
             shares issuable is 450,000 shares, after adjustment to
             reflect share increase approved in 1988, 5-for-4 stock split
             effected in January 1985, 4-for-3 stock split effected in
             September 1985, and 3-for-2 stock splits effected in October
             1986 and November 1993).

    10.27    Thermo Electron Corporation - Thermo Instrument Systems Inc.
             (formerly Thermo Environmental Corporation) Nonqualified
             Stock Option Plan (filed as Exhibit 4(c) to a Registration
             Statement on Form S-8 of Thermo Instrument [Reg. No.
             33-8034] and incorporated herein by reference). (Maximum
             number of shares issuable is 421,875 shares, after
             adjustment to reflect 3-for-2 stock splits effected in July
             1993 and April 1995 and 5-for-4 stock splits effected in
             December 1995).

    10.28    Thermo Electron Corporation - Thermo Instrument Systems Inc.
             Nonqualified Stock Option Plan (filed as Exhibit 10.12 to
             Thermo Electron's Annual Report on Form 10-K for the fiscal
             year ended January 3, 1987 [File No. 1-8002] and
             incorporated herein by reference). (Maximum number of shares
             issuable is 600,285 shares, after adjustment to reflect
             share increase approved in 1988, 3-for-2 stock splits
             effected in January 1988, July 1993 and April 1995 and
             5-for-4 stock split effected in December 1995).

    10.29    Thermo Electron Corporation - Thermo TerraTech Inc.
             (formerly Thermo Process Systems Inc.) Nonqualified Stock
             Option Plan (filed as Exhibit 10.13 to Thermo Electron's
             Annual Report on Form 10-K for the fiscal year ended January
             3, 1987 [File No. 1-8002] and incorporated herein by
             reference). (Maximum number of shares issuable is 108,000
             shares, after adjustment to reflect 6-for-5 stock splits
             effected in July 1988 and March 1989 and 3-for-2 stock split
             effected in September 1989).

    10.30    Thermo Electron Corporation - Thermo Power Corporation
             (formerly Tecogen Inc.) Nonqualified Stock Option Plan
             (filed as Exhibit 10.14 to Thermo Electron's Annual Report
             on Form 10-K for the fiscal year ended January 3, 1987 [File
             No. 1-8002] and incorporated herein by reference). (Amended
             in September 1995 to extend the plan expiration date to
             December 31, 2005).

                                       26PAGE
<PAGE>
                                  EXHIBIT INDEX

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

    10.31    Thermo Electron Corporation - Thermo Cardiosystems Inc.
             Nonqualified Stock Option Plan (filed as Exhibit 10.11 to
             Thermo Electron's Annual Report on Form 10-K for the fiscal
             year ended December 29, 1990 [File No. 1-8002] and
             incorporated herein by reference). (Maximum number of shares
             issuable is 130,500 shares, after adjustment to reflect
             share increases approved in 1990 and 1992, 3-for-2 stock
             split effected in January 1990, 5-for-4 stock split effected
             in May 1990 and 2-for-1 stock split effected in November
             1993).

    10.32    Thermo Electron Corporation - Thermo Ecotek Corporation
             (formerly Thermo Energy Systems Corporation) Nonqualified
             Stock Option Plan (filed as Exhibit 10.12 to Thermo
             Electron's Annual Report on Form 10-K for the fiscal year
             ended December 29, 1990 [File No. 1-8002] and incorporated
             herein by reference).

    10.33    Thermo Electron Corporation - ThermoTrex Corporation
             (formerly Thermo Electron Technologies Corporation)
             Nonqualified Stock Option Plan (filed as Exhibit 10.13 to
             Thermo Electron's Annual Report on Form 10-K for the fiscal
             year ended December 29, 1990 [File No. 1-8002] and
             incorporated herein by reference). (Maximum number of shares
             issuable is 180,000 shares, after adjustment to reflect
             3-for-2 stock split effected in October 1993).

    10.34    Thermo Electron Corporation - Thermo Fibertek Inc.
             Nonqualified Stock Option Plan (filed as Exhibit 10.14 to
             Thermo Electron's Annual Report on Form 10-K for the fiscal
             year ended December 28, 1991 [File No. 1-8002] and
             incorporated herein by reference). (Maximum number of shares
             issuable is 600,000 shares, after adjustment to reflect
             2-for-1 stock split effected in September 1992 and 3-for-2
             stock split effected in September 1995).

    10.35    Thermo Electron Corporation - Thermo Voltek Corp. (formerly
             Universal Voltronics Corp.) Nonqualified Stock Option Plan
             (filed as Exhibit 10.17 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). (Maximum
             number of shares issuable is 57,500 shares, after adjustment
             to reflect 3-for-2 stock split effected in November 1993 and
             share increase approved in September 1995).

    10.36    Thermo Electron Corporation - Thermo BioAnalysis Corporation
             Nonqualified Stock Option Plan (filed as Exhibit 10.31 to
             Thermo Power's Annual Report on Form 10-K for the fiscal
             year ended September 30, 1995 [File No. 1-10573] and
             incorporated herein by reference).

                                       27PAGE
<PAGE>
                                  EXHIBIT INDEX

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

    10.37    Thermo Electron Corporation - ThermoLyte Corporation
             Nonqualified Stock Option Plan (filed as Exhibit 10.32 to
             Thermo Power's Annual Report on Form 10-K for the fiscal
             year ended September 30, 1995 [File No. 1-10573] and
             incorporated herein by reference).

    10.38    Thermo Electron Corporation - Thermo Remediation Inc.
             Nonqualified Stock Option Plan (filed as Exhibit 10.33 to
             Thermo Power's Annual Report on Form 10-K for the fiscal
             year ended September 30, 1995 [File No. 1-10573] and
             incorporated herein by reference).

    10.39    Thermo Electron Corporation - ThermoSpectra Corporation
             Nonqualified Stock Option Plan (filed as Exhibit 10.34 to
             Thermo Power's Annual Report on Form 10-K for the fiscal
             year ended September 30, 1995 [File No. 1-10573] and
             incorporated herein by reference).

    10.40    Thermo Electron Corporation - ThermoLase Corporation
             Nonqualified Stock Option Plan (filed as Exhibit 10.35 to
             Thermo Power's Annual Report on Form 10-K for the fiscal
             year ended September 30, 1995 [File No. 1-10573] and
             incorporated herein by reference).

    10.41    Thermo Electron Corporation - ThermoQuest Corporation
             Nonqualified Stock Option Plan (filed as Exhibit 10.41 to
             Thermo Cardiosystems' Annual Report on Form 10-K for the
             fiscal year ended December 30, 1995 [File No. 1-10114] and
             incorporated herein by reference).

    10.42    Thermo Electron Corporation - Thermo Optek Corporation
             Nonqualified Stock Option Plan (filed as Exhibit 10.42 to
             Thermo Cardiosystems' Annual Report on Form 10-K for the
             fiscal year ended December 30, 1995 [File No. 1-10114] and
             incorporated herein by reference).

    10.43    Thermo Electron Corporation - Thermo Sentron Inc.
             Nonqualified Stock Option Plan (filed as Exhibit 10.43 to
             Thermo Cardiosystems' Annual Report on Form 10-K for the
             fiscal year ended December 30, 1995 [File No. 1-10114] and
             incorporated herein by reference).

    10.44    Thermo Electron Corporation - Trex Medical Corporation
             Nonqualified Stock Option Plan (filed as Exhibit 10.44 to
             Thermo Cardiosystems' Annual Report on Form 10-K for the
             fiscal year ended December 30, 1995 [File No. 1-10114] and
             incorporated herein by reference).


                                       28PAGE
<PAGE>
                                  EXHIBIT INDEX

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

    10.45    Thermo Ecotek Corporation (formerly Thermo Energy Systems
             Corporation) Incentive Stock Option Plan (filed as Exhibit
             10.18 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). (Maximum number of shares
             issuable in the aggregate under this plan and the Thermo
             Ecotek Nonqualified Stock Option Plan is 900,000 shares,
             after adjustment to reflect share increase approved in
             December 1993).

    10.46    Thermo Ecotek Corporation (formerly Thermo Energy Systems
             Corporation) Nonqualified Stock Option Plan (filed as
             Exhibit 10.19 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). (Maximum
             number of shares issuable in the aggregate under this plan
             and the Thermo Ecotek Incentive Stock Option Plan is 900,000
             shares, after adjustment to reflect share increase approved
             in December 1993).

    10.47    Thermo Ecotek Corporation (formerly Thermo Energy Systems
             Corporation) Equity Incentive Plan (filed as Exhibit 10.46
             to Thermo TerraTech's (formerly Thermo Process') Annual
             Report on Form 10-K for the fiscal year ended April 2, 1994
             [File No. 1-9549] and incorporated herein by reference).

    10.48    Thermedics Inc. - Thermedics Detection Inc. Nonqualified
             Stock Option Plan (filed as Exhibit 10.20 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).

    10.49    Thermedics Inc. - Thermo Sentron Inc. Nonqualified Stock
             Option Plan (filed as Exhibit 10.51 to Thermo Cardiosystems'
             Annual Report on Form 10-K for the fiscal year ended
             December 30, 1995 [File No. 1-10114] and incorporated herein
             by reference).

    10.50    Thermedics Detection Inc. Equity Incentive Plan (filed as
             Exhibit 10.69 to the Registrant's Annual Report on Form 10-K
             for the fiscal year ended December 31, 1994 [File No.
             1-9567] and incorporated herein by reference).

    10.51    Thermo Cardiosystems Inc. Incentive Stock Option Plan (filed
             as Exhibit 10(f) to Thermo Cardiosystems' Registration
             Statement on Form S-1 [Reg. No. 33-25144] and incorporated
             herein by reference). (Maximum number of shares issuable in
             the aggregate under this plan and the Thermo Cardiosystems
             Nonqualified Stock Option Plan is 1,143,750 shares, after
             adjustment to reflect share increase approved in 1992,
             3-for-2 stock split effected in January 1990, 5-for-4 stock
             split effected in May 1990 and 2-for-1 stock split effected
             in November 1993).
                                       29PAGE
<PAGE>
                                  EXHIBIT INDEX

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

    10.52    Thermo Cardiosystems Inc. Nonqualified Stock Option Plan
             (filed as Exhibit 10(g) to Thermo Cardiosystems'
             Registration Statement on Form S-1 [Reg. No. 33-25144] and
             incorporated herein by reference). (Maximum number of shares
             issuable in the aggregate under this plan and the Thermo
             Cardiosystems Incentive Stock Option Plan is 1,143,750
             shares, after adjustment to reflect share increase approved
             in 1992, 3-for-2 stock split effected in January 1990,
             5-for-4 stock split effected in May 1990 and 2-for-1 stock
             split effected in November 1993).

    10.53    Thermo Cardiosystems Inc. Equity Incentive Plan (filed as
             Attachment A to the Proxy Statement dated May 5, 1994 of
             Thermo Cardiosystems [File No. 1-10114] and incorporated
             herein by reference).

    10.54    Thermo Voltek Corp. (formerly Universal Voltronics Corp.)
             1985 Stock Option Plan (filed as Exhibit 10.14 to Thermo
             Voltek's Annual Report on Form 10-K for the fiscal year
             ended June 30, 1985 [File No. 0-8245] and incorporated
             herein by reference). (Maximum number of shares issuable is
             200,000 shares, after adjustment to reflect 1-for-3 reverse
             stock split effected in November 1992 and 3-for-2 stock
             split effected in November 1993).

    10.55    Thermo Voltek Corp. (formerly Universal Voltronics Corp.)
             1990 Stock Option Plan (filed as exhibit 10.2 to Thermo
             Voltek's Annual Report on Form 10-K for the fiscal year
             ended June 30, 1990 [File No. 1-10574] and incorporated
             herein by reference). (Maximum number of shares issuable is
             400,000 shares, after adjustment to reflect share increases
             in 1993 and 1994, 1-for-3 reverse stock split effected in
             November 1992 and 3-for-2 stock split effected in November
             1993).

    10.56    Thermo Voltek Corp. Equity Incentive Plan (filed as Exhibit
             10.21 to Thermo Voltek's Annual Report on Form 10-K for the
             fiscal year ended December 31, 1994 [File No. 1-10574] and
             incorporated herein by reference).

    10.57    Thermo Sentron Inc. Equity Incentive Plan (filed as Exhibit
             10.57 to Thermo Cardiosystems' Annual Report on Form 10-K
             for the fiscal year ended December 30, 1995 [File No.
             1-10114] and incorporated herein by reference).

    10.58    Thermo Instrument Systems Inc. Incentive Stock Option Plan
             (filed as Exhibit 10(c) to Thermo Instrument's Registration
             Statement on Form S-1 [Reg. No. 33-6762] and incorporated
             herein by reference). (Maximum number of shares issuable in
             the aggregate under this plan and the Thermo Instrument
             Nonqualified Stock Option Plan is 2,812,500 shares, after
             adjustment to reflect share increase approved in 1990,
             3-for-2 stock splits effected in January 1988, July 1993 and
             April 1995 and 5-for-4 stock effected in December 1995).
                                       30PAGE
<PAGE>
                                  EXHIBIT INDEX

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

    10.59    Thermo Instrument Systems Inc. Nonqualified Stock Option
             Plan (filed as Exhibit 10(d) to Thermo Instrument's
             Registration Statement on Form S-1 [Reg. No. 33-6762] and
             incorporated herein by reference). (Maximum number of shares
             issuable in the aggregate under this plan and the Thermo
             Instrument Incentive Stock Option Plan is 2,812,500 shares,
             after adjustment to reflect share increase approved in 1990,
             3-for-2 stock splits effected in January 1988, July 1993 and
             April 1995 and 5-for-4 stock split effected in December
             1995).

    10.60    Thermo Instrument Systems Inc. Equity Incentive Plan (filed
             as Appendix A to the Proxy Statement dated April 27, 1993 of
             Thermo Instrument [File No. 1-9786] and incorporated herein
             by reference). (Maximum number of shares issuable is
             4,031,250 shares, after adjustment to reflect share increase
             approved in December 1993, 3-for-2 stock splits effected in
             July 1993 and April 1995 and 5-for-4 stock split effected in
             December 1995).

    10.61    Thermo Instrument Systems Inc. (formerly Thermo
             Environmental Corporation) Incentive Stock Option Plan
             (filed as Exhibit 10(d) to Thermo Environmental's
             Registration Statement on Form S-1 [Reg. No. 33-329] and
             incorporated herein by reference). (Maximum number of shares
             issuable in the aggregate under this plan and the Thermo
             Instrument (formerly Thermo Environmental) Nonqualified
             Stock Option Plan is 1,160,156 shares, after adjustment to
             reflect share increase approved in 1987, 3-for-2 stock
             splits effected in July 1993 and April 1995 and 5-for-4
             stock split effected in December 1995).

    10.62    Thermo Instrument Systems Inc. (formerly Thermo
             Environmental Corporation) Nonqualified  Stock Option Plan
             (filed as Exhibit 10(e) to Thermo Environmental's
             Registration Statement on Form S-1 [Reg. No. 33-329] and
             incorporated herein by reference). (Maximum number of shares
             issuable in the aggregate under this plan and the Thermo
             Instrument (formerly Thermo Environmental) Incentive Stock
             Option Plan is 1,160,156 shares, after adjustment to reflect
             share increase approved in 1987, 3-for-2 stock splits
             effected in July 1993 and April 1995 and 5-for-4 stock split
             effected in December 1995).

    10.63    Thermo Instrument Systems Inc. - ThermoSpectra Corporation
             Nonqualified Stock Option Plan (filed as Exhibit 10.45 to
             Thermo Power's Annual Report on Form 10-K for the fiscal
             year ended October 1, 1994 [File No. 1-10573] and
             incorporated herein by reference).

                                       31PAGE
<PAGE>
                                  EXHIBIT INDEX

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

    10.64    Thermo Instrument Systems Inc. - Thermo BioAnalysis
             Corporation Nonqualified Stock Option Plan (filed as Exhibit
             10.64 to Thermo Cardiosystems' Annual Report on Form 10-K
             for the fiscal year ended December 30, 1995 [File No.
             1-10114] and incorporated herein by reference).

    10.65    Thermo Instrument Systems Inc. - ThermoQuest Corporation
             Nonqualified Stock Option Plan (filed as Exhibit 10.65 to
             Thermo Cardiosystems' Annual Report on Form 10-K for the
             fiscal year ended December 30, 1995 [File No. 1-10114] and
             incorporated herein by reference).

    10.66    ThermoSpectra Corporation Equity Incentive Plan (filed as
             Exhibit 10.59 to Thermo Power's Annual Report on Form 10-K
             for the fiscal year ended October 1, 1994 [File No. 1-10573]
             and incorporated herein by reference).

    10.67    Thermo BioAnalysis Corporation Equity Incentive Plan (filed
             as Exhibit 10.67 to Thermo Cardiosystems' Annual Report on
             Form 10-K for the fiscal year ended December 30, 1995 [File
             No. 1-10114] and incorporated herein by reference).

    10.68    Thermo Optek Corporation Equity Incentive Plan (filed as
             Exhibit 10.68 to Thermo Cardiosystems' Annual Report on Form
             10-K for the fiscal year ended December 30, 1995 [File No.
             1-10114] and incorporated herein by reference).

    10.69    ThermoQuest Corporation Equity Incentive Plan (filed as
             Exhibit 10.69 to Thermo Cardiosystems' Annual Report on Form
             10-K for the fiscal year ended December 30, 1995 [File No.
             1-10114] and incorporated herein by reference).

    10.70    ThermoTrex Corporation (formerly Thermo Electron
             Technologies Corporation) Incentive Stock Option Plan (filed
             as Exhibit 10(h) to ThermoTrex's Registration Statement on
             Form S-1 [Reg. 33-40972] and incorporated herein by
             reference). (Maximum number of shares issuable in the
             aggregate under this plan and the ThermoTrex Nonqualified
             Stock Option Plan is 1,945,000 shares, after adjustment to
             reflect share increases approved in 1992 and 1993 and
             3-for-2 stock split effected in October 1993).

    10.71    ThermoTrex Corporation (formerly Thermo Electron
             Technologies Corporation) Nonqualified Stock Option Plan
             (filed as Exhibit 10(i) to ThermoTrex's Registration
             Statement on Form S-1 [Reg. No. 33-40972] and incorporated
             herein by reference). (Maximum number of shares issuable in
             the aggregate under this plan and the ThermoTrex Incentive
             Stock Option Plan is 1,945,000 shares, after adjustment to
             reflect share increases approved in 1992 and 1993 and
             3-for-2 stock split effected in October 1993).
                                       32PAGE
<PAGE>
                                  EXHIBIT INDEX

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

    10.72    ThermoTrex Corporation - ThermoLase Corporation (formerly
             ThermoLase Inc.) Nonqualified Stock Option Plan (filed as
             Exhibit 10.53 to the Registrant's Annual Report on Form 10-K
             for the fiscal year ended January 1, 1994 [File No. 1-9567]
             and incorporated herein by reference).

    10.73    ThermoTrex Corporation - Trex Medical Corporation
             Nonqualified Stock Option Plan (filed as Exhibit 10.73 to
             Thermo Cardiosystems' Annual Report on Form 10-K for the
             fiscal year ended December 30, 1995 [File No. 1-10114] and
             incorporated herein by reference).

    10.74    ThermoLase Corporation (formerly ThermoLase Inc.) Incentive
             Stock Option Plan (filed as Exhibit 10.55 to the
             Registrant's Annual Report on Form 10-K for the fiscal year
             ended January 1, 1994 [File No. 1-9567] and incorporated
             herein by reference). (Maximum number of shares issuable in
             the aggregate under this plan and the ThermoLase
             Nonqualified Stock Option Plan is 2,800,000 shares, after
             adjustment to reflect share increase approved in 1993 and
             2-for-1 stock splits effected in March 1994 and June 1995.)

    10.75    ThermoLase Corporation (formerly ThermoLase Inc.)
             Nonqualified Stock Option Plan (filed as Exhibit 10.54 to
             the Registrant's Annual Report on Form 10-K for the fiscal
             year ended January 1, 1994 [File No. 1-9567] and
             incorporated herein by reference). (Maximum number of shares
             issuable in the aggregate under this plan and the ThermoLase
             Incentive Stock Option Plan is 2,800,000 shares, after
             adjustment to reflect share increase approved in 1993 and
             2-for-1 stock splits effected in March 1994 and June 1995).

    10.76    ThermoLase Corporation Equity Incentive Plan (filed as
             Exhibit 10.81 to Thermo TerraTech's (formerly Thermo
             Process') Annual Report on Form 10-K for the fiscal year
             ended April 1, 1995 [File No. 1-9549] and incorporated
             herein by reference).

    10.77    Trex Medical Corporation Equity Incentive Plan (filed as
             Exhibit 10.77 to Thermo Cardiosystems' Annual Report on Form
             10-K for the fiscal year ended December 30, 1995 [File No.
             1-10114] and incorporated herein by reference).

    10.78    Thermo Fibertek Inc. Incentive Stock Option Plan (filed as
             Exhibit 10(k) to Thermo Fibertek's Registration Statement on
             Form S-1 [Reg. No. 33-51172] and incorporated herein by
             reference).

    10.79    Thermo Fibertek Inc. Nonqualified Stock Option Plan (filed
             as Exhibit 10(l) to Thermo Fibertek's Registration Statement
             on Form S-1 [Reg. No. 33-51172] and incorporated herein by
             reference).
                                       33PAGE
<PAGE>
                                  EXHIBIT INDEX

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

    10.80    Thermo Fibertek Inc. Equity Incentive Plan (filed as
             Attachment A to the Proxy Statement dated May 3, 1994 of
             Thermo Fibertek [File No. 1-11406] and incorporated herein
             by reference).

    10.81    Thermo Power Corporation (formerly Tecogen Inc.) Incentive
             Stock Option Plan, as amended (filed as Exhibit 10(h) to
             Thermo Power's Quarterly Report on Form 10-Q for the fiscal
             quarter ended April 3, 1993 [File No. 1-10573] and
             incorporated herein by reference). (Maximum number of shares
             issuable in the aggregate under this plan and the Thermo
             Power Nonqualified Stock Option Plan is 950,000 shares,
             after adjustment to reflect share increases approved in
             1990, 1992 and 1993).

    10.82    Thermo Power Corporation (formerly Tecogen Inc.)
             Nonqualified Stock Option Plan, as amended (filed as Exhibit
             10(i) to Thermo Power's Quarterly Report on Form 10-Q for
             the fiscal quarter ended April 3, 1993 [File No. 1-10573]
             and incorporated herein by reference). (Maximum number of
             shares issuable in the aggregate under this plan and the
             Thermo Power Incentive Stock Option Plan is 950,000 shares,
             after adjustment to reflect share increases approved in
             1990, 1992 and 1993).

    10.83    Thermo Power Corporation Equity Incentive Plan (filed as
             Exhibit 10.60 to the Registrant's Annual Report on Form 10-K
             for the fiscal year ended January 1, 1994 [File No. 1-9567]
             and incorporated herein by reference).

    10.84    Thermo Power Corporation - ThermoLyte Corporation
             Nonqualified Stock Option Plan (filed as Exhibit 10.84 to
             Thermo Cardiosystems' Annual Report on Form 10-K for the
             fiscal year ended December 30, 1995 [File No. 1-10114] and
             incorporated herein by reference).

    10.85    ThermoLyte Corporation Equity Incentive Plan (filed as
             Exhibit 10.71 to Thermo Power's Annual Report on Form 10-K
             for the fiscal year ended September 30, 1995 [File No.
             1-10573] and incorporated herein by reference).

    10.86    Thermo TerraTech Inc. (formerly Thermo Process Systems Inc.)
             Incentive Stock Option Plan (filed as Exhibit 10(h) to
             Thermo TerraTech's Registration Statement on Form S-1 [Reg.
             No. 33-6763] and incorporated herein by reference). (Maximum
             number of shares issuable in the aggregate under this plan
             and the Thermo TerraTech Nonqualified Stock Option Plan is
             1,850,000 shares, after adjustment to reflect share
             increases approved in 1987, 1989 and 1992, 6-for-5 stock
             splits effected in July 1988 and March 1989 and 3-for-2
             stock split effected in September 1989).

                                       34PAGE
<PAGE>
                                  EXHIBIT INDEX

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

    10.87    Thermo TerraTech Inc. (formerly Thermo Process Systems Inc.)
             Nonqualified Stock Option Plan (filed as Exhibit 10(i) to
             Thermo TerraTech's Registration Statement on Form S-1 [Reg.
             No. 33-6763] and incorporated herein by reference).
             (Maximum number of shares issuable in the aggregate under
             this plan and the Thermo TerraTech Incentive Stock Option
             Plan is 1,850,000 shares, after adjustment to reflect share
             increases approved in 1987, 1989 and 1992, 6-for-5 stock
             splits effected in July 1988 and March 1989 and 3-for-2
             stock split effected in September 1989).

    10.88    Thermo TerraTech Inc. (formerly Thermo Process Systems Inc.)
             Equity Incentive Plan (filed as Exhibit 10.63 to the
             Registrant's Annual Report on Form 10-K for the fiscal year
             ended January 1, 1994 [File No. 1-9567] and incorporated
             herein by reference). (Maximum number of shares issuable is
             1,750,000 shares, after adjustment to reflect share increase
             approved in 1994).

    10.89    Thermo TerraTech Inc. (formerly Thermo Process Systems Inc.)
             - Thermo Remediation Nonqualified Stock Option Plan (filed
             as Exhibit 10(l) to Thermo TerraTech's Quarterly Report on
             Form 10-Q for the fiscal quarter ended January 1, 1994 [File
             No. 1-9549] and incorporated herein by reference).

    10.90    Thermo Remediation Inc. Equity Incentive Plan (filed as
             Exhibit 10.7 to Thermo Remediation's Registration Statement
             on Form S-1 [Reg. No. 33-70544] and incorporated herein by
             reference).

      13     Annual Report to Shareholders for the year ended December
             30, 1995 (only those portions incorporated herein by
             reference).

      21     Subsidiaries of the Registrant.

      23     Consent of Arthur Andersen LLP.

      27     Financial Data Schedule.