SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                         AMENDMENT NO. 1 ON FORM 10-K/A
                                  TO FORM 10-K
        (mark one)
         X   Annual Report  Pursuant  to  Section  13  or  15(d)  of  the
        ---
             Securities Exchange Act  of 1934 for  the fiscal year  ended
             September 28, 1996

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

                         Commission file number 1-13572

                            THERMO ECOTEK CORPORATION
             (Exact name of Registrant as specified in its charter)

        Delaware                                               04-3072335
        (State or other jurisdiction of                  (I.R.S. Employer
        incorporation or organization)                Identification No.)

        245 Winter Street
        Waltham, Massachusetts                                 02254-9046
        (Address of principal executive offices)               (Zip Code)

        Registrant's telephone number, including area code: 
        (617) 622-1500

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

              Title of each class    Name of 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  November 22,  1996 , was
        approximately $59,897,000.
PAGE
<PAGE>






        As of November 22, 1996 , the Registrant had 24,424,499  shares of
        Common Stock outstanding.
PAGE
<PAGE>






        Thermo Ecotek Corporation Amendment No. 1
        on Form 10K/A to Annual Report on Form 10-K 
        for the fiscal year ended September 28, 1996



                       DOCUMENTS INCORPORATED BY REFERENCE

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

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

             Part III, Item 11.       Executive Compensation.
                                      ----------------------

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

             Part III, Item 13.       Certain      Relationships      and
                                      -----------------------------------
        Transactions.
        ------------


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

                                   SIGNATURES


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


                                      THERMO ECOTEK CORPORATION


                                      By:   /s/ Sandra L. Lambert
                                          -----------------------
                                            Sandra L. Lambert
                                            Secretary
PAGE
<PAGE>





                                                          ATTACHMENT A
         
                       DIRECTORS AND DIRECTOR COMPENSATION


             Set forth below are the names of the persons nominated as
        Directors, their ages, their offices in the Corporation, if any,
        their principal occupation or employment for the past five years,
        the length of their tenure as Directors and the names of other
        public companies in which such persons hold directorships.
        Information regarding their beneficial ownership of the
        Corporation's Common Stock and of the common stock of its parent
        corporation, Thermo Electron Corporation ("Thermo Electron"), is
        reported under the caption "Stock Ownership." All of the nominees
        are currently Directors of the Corporation.

        Jerry P. Davis      Mr. Davis, 63, has been a Director of the
                            Corporation since its inception in 1989.
                            He also served as the Chairman of the Board
                            of the Corporation from February 1994 to
                            January 1997, and as the Corporation's
                            President and Chief Executive Officer from
                            1989 until February 1994.  Mr. Davis has
                            been a Vice President of Thermo Electron
                            since January 1986. 

        George N.           Dr. Hatsopoulos, 70, has been a Director of
        Hatsopoulos         the Corporation since its inception in
                            1989.  Dr. Hatsopoulos has been the
                            Chairman of the Board and Chief Executive
                            Officer of Thermo Electron since 1956. He
                            also served as the President of Thermo
                            Electron from 1956 until January 1997. Dr.
                            Hatsopoulos is also a director of
                            Thermedics Inc., Thermo Electron, Thermo
                            Fibertek Inc., Thermo Instrument Systems
                            Inc., Thermo Optek Corporation, ThermoQuest
                            Corporation and ThermoTrex Corporation.
                            Dr. Hatsopoulos is the brother of Mr. John
                            N. Hatsopoulos, a Director, Vice President
                            and Chief Financial Officer of  the
                            Corporation.
PAGE
<PAGE>





        John N. Hatsopoulos Mr. Hatsopoulos, 62, has been a Director of
                            the Corporation since 1990 and its Vice
                            President and Chief Financial Officer since
                            its inception in 1989. Mr. Hatsopoulos has
                            been the President of Thermo Electron since
                            January 1, 1997, and its Chief Financial
                            Officer  since 1988.  Prior to his
                            appointment as President of Thermo
                            Electron, he served as an Executive Vice
                            President since 1986. Mr. Hatsopoulos is
                            also a director of  Thermedics Inc., Thermo
                            Fibergen Inc., Thermo Fibertek Inc., Thermo
                            Instrument Systems Inc., Thermo TerraTech
                            Inc. and ThermoTrex Corporation. Mr.
                            Hatsopoulos is the brother of Dr. George N.
                            Hatsopoulos, a Director of the Corporation.

        Brian D. Holt       Mr. Holt, 48, has been a Director of the
                            Corporation since January 1995, and
                            President and Chief Executive Officer of
                            the Corporation since February 1994.  For
                            more than five years prior to his
                            appointment as an officer of the
                            Corporation, he was President and Chief
                            Executive Officer of Pacific Generation
                            Company, a financier, builder, owner and
                            operator of independent power facilities.
                            Mr. Holt is also a director of KFX Inc.
        Frank Jungers       Mr. Jungers, 70, has been a Director the
                            Corporation since its inception in 1989 and
                            its Chairman of the Board effective as of
                            January 1, 1997.  Mr. Jungers has been a
                            consultant on business and energy matters
                            since 1977.  Mr. Jungers was employed by
                            the Arabian American Oil Company from 1974
                            through 1977 as Chairman and Chief
                            Executive Officer.  Mr. Jungers is also a
                            director of The AES Corporation, Donaldson,
                            Lufkin & Jenrette, Georgia-Pacific
                            Corporation, Thermo Electron and
                            ThermoQuest Corporation.
PAGE
<PAGE>





        William A.          Mr. Rainville, 54, has been a Director of
        Rainville           the Corporation since November 1995.   He
                            has been President and Chief Executive
                            Officer of Thermo Fibertek Inc. since its
                            inception in 1991, and a Senior Vice
                            President of Thermo Electron since March
                            1993 and a Vice President of Thermo
                            Electron from 1986 to 1993.  From 1984
                            until January 1993,  Mr. Rainville was the
                            President and Chief Executive Officer of
                            Thermo Electron Web Systems Inc., a
                            subsidiary of Thermo Fibertek Inc.  Mr.
                            Rainville is also a director of Thermo
                            Fibergen Inc., Thermo Fibertek Inc., Thermo
                            Remediation Inc. and Thermo TerraTech Inc.

        Susan F. Tierney    Ms. Tierney, 45,  has been a Director of
                            the Corporation since March 1996.  Ms.
                            Tierney is a Managing Consultant with the
                            Economics Research Group.  From March 1993
                            to May 1993, Ms. Tierney was a consultant
                            for the U.S. Department of Energy, and from
                            May 1993 to July 1995, she served as
                            Assistant Secretary for Policy for the U.S.
                            Department of Energy.  Prior to that
                            appointment, Ms. Tierney served as
                            Secretary of Environmental Affairs for the
                            Commonwealth of Massachusetts from 1988 to
                            January 1991.


        Committees of the Board of Directors and Meetings

             The Board of Directors has established an Audit Committee
        and a Human Resources Committee, each consisting solely of
        outside Directors. The present members of the Audit Committee are
        Ms. Tierney  (Chairman) and Mr. Jungers.  The Audit Committee
        reviews the scope of the audit with the Corporation's independent
        public accountants and meets with them for the purpose of
        reviewing the results of the audit subsequent to its completion.
        The present members of the Human Resources Committee are Mr.
        Jungers (Chairman) and Ms. Tierney. The Human Resources Committee
        reviews the performance of senior members of management,
        recommends executive compensation and administers the
        Corporation's stock option and other stock plans. The Corporation
        does not have a nominating committee of the Board of Directors.
        The Board of Directors met six times, the Audit Committee met
        three times and the Human Resources Committee met four times,  
        during fiscal 1996. Each Director attended at least 75% of all
        meetings of the Board of Directors and Committees on which he or
        she served held during fiscal 1996.
PAGE
<PAGE>





        Compensation of Directors

        Cash Compensation
         
             Directors who are not employees of the Corporation, of
        Thermo Electron or any other companies affiliated with Thermo
        Electron (also referred to as "outside Directors") receive an
        annual retainer of $4,000 and a fee of $1,000 per day for
        attending regular meetings of the Board of Directors and $500 per
        day for participating in meetings of the Board of Directors held
        by means of conference telephone and for participating in certain
        meetings of committees of the Board of Directors.   Payment of
        outside Directors' fees is made quarterly. Mr. Davis, Dr. G.
        Hatsopoulos, Mr. J. Hatsopoulos, Mr. Holt,  and Mr. Rainville are
        all employees of Thermo Electron and do not receive any cash
        compensation from the Corporation for their services as
        Directors.  Directors are also reimbursed for out-of-pocket
        expenses incurred in attending such meetings. 

        Deferred Compensation Plan for Directors

             Under the Deferred Compensation Plan for Directors (the
        "Deferred Compensation Plan"), a Director has the right to defer
        receipt of his or her cash fees until he or she ceases to serve
        as a Director, dies or retires from his or her principal
        occupation. In the event of a change in control or proposed
        change in control of the Corporation that is not approved by the
        Board of Directors, deferred amounts become payable immediately.
        Amounts so deferred are valued on the date of deferral as units
        of the Corporation's Common Stock. When payable, amounts deferred
        may be disbursed solely in shares of Common Stock accumulated
        under the Deferred Compensation Plan. A total of 25,000 shares of
        Common Stock have been reserved for issuance under the Deferred
        Compensation Plan. As of September 28, 1996,[    ] deferred units
        were accumulated under the Deferred Compensation Plan.

        Directors Stock Option Plan

             The Corporation has adopted a directors stock option plan
        (the "Directors Plan") providing for the grant of stock options
        to purchase shares of Common Stock to outside Directors as
        additional compensation for their services as directors, which
        was amended in 1994.  The Directors Plan provides for the grant
        of stock options upon an outside Director's initial appointment
        and  awards options to purchase 1,000 shares annually to outside
        Directors.  

             Under the Directors Plan, an outside Director who was
        appointed prior to December 31, 1994 automatically was granted an
        option to purchase 36,000 shares of Common Stock upon his or her
        initial appointment as a Director.  These  options  are presently
        exercisable and expire on the seventh anniversary of the date of
        grant.  However, the shares acquired upon exercise are subject to
        repurchase by the Corporation at the exercise price if the
PAGE
<PAGE>





        recipient ceases to serve as a Director of the Corporation or any
        other Thermo Electron company, which repurchase right lapses
        ratably over a five-year period. Pursuant to the amendments
        adopted in 1994, the size of this initial grant was reduced and
        eventually discontinued effective as of January 1, 1997.   Under
        the provisions of the amended plan, Ms. Tierney was granted an
        option to repurchase 7,200 shares of Common Stock upon her
        election as a Director in March 1996. These options are presently
        exercisable and expire on the third anniversary of the date of
        grant.    Shares acquired upon exercise of these options would be
        subject to repurchase by the Corporation at the exercise price if
        the recipient ceased to serve as a Director of the Corporation or
        any other Thermo Electron company, which repurchase right lapses
        in its entirety on the first anniversary of the grant date.  

             In addition, under the Directors Plan, outside Directors
        receive an annual grant of options to purchase 1,000 shares of
        Common Stock commencing with the 1996  Annual Meeting of
        Stockholders.  The annual grant is made at the close of business
        on the date of the Annual Meeting of Stockholders to each outside
        Director then holding office.  Options evidencing annual grants
        may be exercised at any time from and after the six-month
        anniversary of the grant date of the option and prior to the
        expiration of the option on the third anniversary of the grant
        date.  Shares acquired upon exercise of the options are subject
        to repurchase by the Corporation at the exercise price if the
        recipient ceased to serve as a Director of the Corporation or any
        other Thermo Electron company prior to the first anniversary of
        the grant date.

             The exercise price for options granted under the Directors
        Plan is the average of the closing prices of the Common Stock as
        reported on the American Stock Exchange for the five trading days
        preceding and including the date of grant.  An aggregate of
        225,000 shares of Common Stock has been reserved for issuance
        under the Directors Plan. 

        STOCK OWNERSHIP
         
             The following table sets forth the beneficial ownership of
        Common Stock, as well as the common stock of Thermo Electron, as
        of December 28, 1996, with respect to (i) each person who was
        known by the Corporation to own beneficially more than 5% of the
        outstanding shares of Common Stock, (ii) each Director and all
        nominees for Director, (iii) each executive officer named in the
        summary compensation table under the heading "Executive
        Compensation" and (iv) all Directors and executive officers as a
        group.

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






        






        <TABLE>

        <CAPTION>


                                           Thermo Ecotek      Thermo
        Name (1)                           Corporation (2)    Electron
                                                              Corporation
                                                              (3)
        <S>                                <C>                <C>

        Thermo Electron Corporation (4)            20,459,515             N/A

        Brian D. Chatlosh                              41,250          20,594

        Jerry P. Davis                                212,970          86,621

        Robert  R. Fini                                59,700          13,163

        Floyd M. Gent                                  63,079          30,522

        George N. Hatsopoulos                          25,575       3,527,279

        John N. Hatsopoulos                            35,569         566,768

        Brian D. Holt                                 150,000         164,591

        Frank Jungers                                  41,850         245,854

        Parimal S. Patel                              155,815          45,676

        William A. Rainville                            6,000         253,006

        Susan F. Tierney                                8,992               0

        All Directors and current
        executive officers as 
        a group (14 persons)                          944,885       5,128,769

</TABLE>




        (1)  Except as reflected in the footnotes to this table, shares
        of Common Stock of the Corporation and of the common stock of
        Thermo Electron beneficially owned consist of shares owned by the
        indicated person, and all share ownership includes sole voting
        and investment power.

        (2)  The shares of Common Stock shown in the table reflect a
        three-for-two stock split effected in October 1996.  Shares of
        the Common Stock beneficially owned by each Director and
        executive officer and by all Directors and executive officers as
        a group exclude 20,459,515 shares beneficially owned by Thermo
        Electron, as to which shares each Director and executive officer
        and all members of such group disclaim beneficial ownership.
        Shares beneficially owned by Mr. Chatlosh, Mr. Davis, Mr. Fini,
        Mr. Gent, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Holt,  Mr.
        Jungers, Mr. Patel, Mr. Rainville, Ms. Tierney and all Directors
        and executive officers as a group include 41,250, 180,000,
        59,700, 60,000, 15,000, 13,257, 150,000, 37,500, 135,000, 6,000,
        8,700  and 839,907  shares, respectively, that such person or
        group has the right to acquire within 60 days of December 28,
        1996 through the exercise of stock options.  Shares of the common
        stock of Thermo Electron beneficially owned by Ms. Tierney and
        all Directors and executive officers as a group include 292 full
        shares, respectively, allocated through September 28, 1996, to
        their accounts maintained pursuant to Thermo Electron's deferred
        compensation plan for directors.  Shares beneficially owned by
        Mr. Jungers include 300 shares held by Mr. Jungers' spouse. No
        Director or executive officer beneficially owned more than 1% of
        the Common Stock outstanding as of December 28, 1996; all
        Directors and executive officers as a group beneficially owned 
        3.6% of the Common Stock outstanding as of such date.

        (3)  The shares of Common Stock of Thermo Electron shown in the
        table reflect a three-for-two split of such stock effected in May
        1996. Shares beneficially owned by Mr. Chatlosh, Mr. Davis, Mr.
        Fini, Mr. Gent, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Holt,
         Mr. Jungers, Mr. Patel, Mr. Rainville and all Directors and
        executive officers as a group include 19,650, 31,724, 8,550,
        30,000, 1,499,500, 429,685, 163,900, 9,375, 27,224, 205,648 and
        2,557,105 shares, respectively, that such person or group has the
        right to acquire within 60 days of December 28, 1996 through the
        exercise of stock options. Shares of the common stock of Thermo
        Electron beneficially owned by  Mr. Davis,  Dr. G. Hatsopoulos,
        Mr. J. Hatsopoulos and all Directors and executive officers as a
        group include 1,614, 2,317, 1,934 and 7,189 full shares,
        respectively, allocated to accounts maintained pursuant to Thermo
        Electron's Employee Stock Ownership Plan.  Shares of the common
PAGE
<PAGE>





        stock of Thermo Electron  beneficially owned by Mr. Jungers and
        all Directors and executive officers as a group include 80,427
        full shares, respectively, allocated through September 28, 1996,
        to their accounts maintained pursuant to Thermo Electron's
        deferred compensation plan for directors. Shares beneficially
        owned by Dr. G. Hatsopoulos include 89,601 shares held by Dr. G.
        Hatsopoulos' spouse, 168,750 shares held by a QTIP Trust for the
        benefit of Dr. G. Hatsopoulos' spouse and 39,937 shares held by a
        family trust of which Dr. G. Hatsopoulos' spouse is the trustee.
        Shares beneficially owned by Mr. Jungers include 91,827  shares
        held by a trust for Mr. Jungers and 4,500  shares held by Mr.
        Jungers' spouse.  As of December 28, 1996, no director or
        executive officer beneficially owned more than 1% of the Thermo
        Electron common stock outstanding as of December 28, 1996, other
        then Dr. G. Hatsopoulos, who beneficially owned 2.3% of
         such common stock; all directors and executive officers as a
        group beneficially owned approximately 3.4% of the Thermo
        Electron common stock outstanding as of December 28, 1996.

        (4)  Thermo Electron owned 82% of the Common Stock outstanding as
        of December 28, 1996.  Thermo Electron's address is 81 Wyman
        Street, Waltham, Massachusetts 02254-9046. As of December 28,
        1996, Thermo Electron had the power to elect all of the members
        of the Corporation's Board of Directors. 

        Section 16(a) Beneficial Ownership Reporting Compliance

             Section 16(a) of the Securities Exchange Act of 1934
        requires the Corporation's Directors and executive officers, and
        beneficial owners of more than 10% of the Common Stock, such as
        Thermo Electron, to file with the Securities and Exchange
        Commission initial reports of  ownership and periodic reports of
        changes in ownership of the Corporation's securities.  Based upon
        a review of such filings, all Section 16(a) filing requirements
        applicable to such person were complied with during fiscal 1996,
        except in the following instances.   As reported in last year's
        proxy statement, the Form 3 for Mr. William A. Rainville, a
        Director of the Corporation, was filed 22 days late.  In
        addition, Forms 4 of Thermo Electron, the Corporation's majority
        stockholder, for the periods from April 1996 to September 1996
        were filed late by periods ranging from 2 days to 74 days.


                             EXECUTIVE COMPENSATION
         
        Summary Compensation Table
         
             The following table summarizes compensation for services to
        the Corporation in all capacities awarded to, earned by or paid
        to the Corporation's chief executive officer and four other most
        highly compensated executive officers (the "named executive
        officers") for the last full fiscal year from October 1, 1995 to
        September 28, 1996 ("fiscal 1996") and for the nine-month period
        from January 1, 1995 to September 30, 1995 ("fiscal 1995"),
PAGE
<PAGE>





        reflecting a change in the Corporation's fiscal year-end to the
        52 or 53 week period ending on the Saturday nearest September 30,
        and for the preceding full fiscal year from January 2, 1994 to
        December 31, 1994 ("fiscal 1994").

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

        






   <TABLE>


   <CAPTION>




                                     Summary Compensation Table

                                                         Long Term

                                                        Compensation
                                                         Securities
                                                        Underlying 
                                                          Options
                                                          (No. of
   Name and Principal Fiscal  Annual Compensation       Shares and     All Other
        Position       Year   Salary       Bonus        Company) (3) Compensation
                                                                          (4)
   <S>                <C>    <C>     <C> <C>       <C> <C>     <C>   <C>

   Brian D. Holt (5)   1996  $191,750     $133,000 (2)     150 (TMO)          $360
    Chief Executive
    Officer and                                          2,000 (TBA)
    President                                            2,000 (TFG)
                                                         5,000 (TLZ)
                                                         2,000 (TLT)
                                                         6,000 (TOC)
                                                         6,000 (TMQ)
                                                         2,000 (TSR)
                                                         4,000 (TXM)
                       1995  $136,500(1)   $90,000      15,000 (TMO)            --

                       1994  $160,417      $80,000     150,000 (TCK)            --
                                                       123,750 (TMO)

   Parimal  S. Patel   1996  $167,000      $61,400 (2)  17,850 (TMO)        $6,750
    Executive Vice
    President,         1995  $125,250(1)   $85,000       2,850 (TMO)        $6,750
    Project Finance    1994  $161,000      $67,000       3,150 (TMO)        $6,750
PAGE
<PAGE>





   Floyd M. Gent (6)   1996  $130,000      $47,000 (2)   7,500 (TMO)        $7,886
        Vice
   President, Asset    1995   $97,500(1)   $44,000          --                  --
        Management

   Brian Chatlosh (7)  1996  $107,625      $37,000 (2)  15,000 (TCK)        $5,526
    Vice President,
    Business                                            15,150 (TMO)
    Development

   Robert R. Fini      1996   $99,250      $30,500 (2)  15,000 (TCK)        $5,638
    Vice President,
    Technical                                            8,550 (TMO)
    Services           1995   $72,750(1)   $25,500          --              $5,133

                       1994   $93,000      $18,000          --              $4,770
</TABLE>



        (1)  Annual compensation for executive officers is reviewed and
        determined on a calendar year basis, even though the
        Corporation's fiscal year ends in September.  The Corporation
        changed its fiscal year-end to September from December in 1995,
        and as a consequence, the salary data for fiscal 1995 reflects
        salary paid during the nine-month period from January 1, 1995 to
        September 30, 1995.   Salary data for subsequent fiscal years has
        been adjusted to reflect salary paid during the Corporation's
        full fiscal year.

        (2)  The bonus amount represents the bonus paid for performance
        during the calendar year in which the Corporation's fiscal
        year-end occurred.  Bonuses have not yet been determined for
        calendar 1996; therefore, the bonus amounts shown for fiscal 1996
        are estimates.

        (3)  The shares of Common Stock of the Corporation and common
        stock of Thermo Electron shown in the table reflect three-for-two
        stock splits effected in October 1996 and May 1996, respectively.
        Mr. Holt was appointed a Vice President of Thermo Electron in
        March 1996 and has been granted options to purchase common stock
        of Thermo Electron since that date.  These options are not
        reported in the table as they were granted for service in a
        capacity other than in his capacity as the chief executive
        officer of the Corporation.  In addition to receiving options to
        purchase Common Stock of the Corporation (designated in the table
        as TCK), the named executive officers, including Mr. Holt, have
        been granted options to purchase common stock of  Thermo Electron
        Corporation and certain of its other subsidiaries as part of
        Thermo  Electron's stock option program in their capacities as
        officers of the Corporation.  Options have been granted during
        the period covered by the table to the named executive officers
        in the following Thermo Electron companies:  Thermo Electron
PAGE
<PAGE>





        (designated in the table as TMO), Thermo BioAnalysis Corporation
        (designated in the table as TBA), Thermo Fibergen Inc.
        (designated in the table as TFG), ThermoLase Corporation
        (designated in the table as TLZ), ThermoLyte Corporation
        (designated in the table as TLT), Thermo Optek Corporation
        (designated in the table as TOC), ThermoQuest Corporation
        (designated in the table as TMQ), Thermo Sentron Inc. (designated
        in the table as TSR) and Trex Medical Corporation (designated in
        the table as TXM).

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

        (5)  Mr. Holt was appointed Chief Executive Officer in February
        1994.  Mr. Holt was also appointed Vice President of Thermo
        Electron in March 1996.  Prior to 1996, the Corporation's parent,
        Thermo Electron, was allocated a percentage of Mr. Holt's annual
        cash compensation (salary and bonus) for the time he devoted to
        the affairs of Thermo Electron.  For fiscal  1995 and 1994,
        Thermo Electron was allocated 20% and 20%, respectively, of Mr.
        Holt's annual cash compensation.  For fiscal 1996, Thermo
        Electron was allocated 10% of Mr. Holt's salary and paid a bonus
        to Mr. Holt for service in his capacity as a Vice President of
        Thermo Electron, which is not reported in the Summary
        Compensation Table.  The bonus of Mr. Holt reported in the
        Summary Compensation Table for fiscal 1996 represents the bonus
        paid by the Corporation for service by Mr. Holt in his capacity
        as the Corporation's chief executive officer.  The total salary  
        of Mr. Holt earned in all capacities for fiscal 1996, 1995, and
        1994 is reported in the Summary Compensation Table.   For periods
        after fiscal 1996, Mr. Holt's annual cash compensation will be
        determined and paid by Thermo Electron and the Corporation will
        be allocated a percentage of Mr. Holt's annual cash compensation
        for the time he devotes to the affairs of the Corporation, which
        will be reviewed and approved by the Human Resources Committee of
        the Board of Directors of the Corporation.

         (6) Mr. Gent did not meet the definition of "highly compensated"
        within the meaning of the Securities and Exchange Commission's
        executive compensation disclosure rules in fiscal 1994.  The
        bonus reported in the table for fiscal 1996 represents the bonus
        paid by the Corporation for service by Mr. Gent in his capacity
        as an officer of the Corporation. 

        (7)  Mr. Chatlosh was appointed Vice President, Business
        Development effective as of January 1, 1996. The bonus reported
        in the table for fiscal 1996 represents the bonus paid by the
        Corporation for service by Mr. Chatlosh in his capacity as an
        officer of the Corporation.

        Stock Option Granted During Fiscal 1996
PAGE
<PAGE>





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

             Mr. Holt has been granted options to purchase common stock
        of Thermo Electron since March 1996 as compensation for service
        to other Thermo Electron companies in capacities other than in
        his capacity as chief executive officer of the Corporation.
        Accordingly, such options have not been reported in the table.

                          Option Grants in Fiscal 1996

        






   <TABLE>

   <CAPTION>
                                    Option Grants in Fiscal 1996



                              Percent
                                of                                  Potential
                               Total                               Realizable
                              Option                            Value at Assumed 
                Number of     Granted
                Securities      to                               Annual Rates of
                Underlying   Employees     Exercise                   Stock
                 Options         in         Price              Price Appreciation
                 Granted      Fiscal         Per    Expiration        for 
      Name         (1)          Year        Share      Date        Option Term

                                                                  5%       10%
   <S>        <C>    <C>    <C>        <C> <C>      <C>       <C>       <C>
   Brian D.       150(TMO)       0.01% (2)   $42.79  5/22/99     $1,011     $2,124
   Holt         2,000(TBA)        0.2% (2)   $10.00  3/11/08    $15,920    $42,760
                2,000(TFG)        0.4% (2)   $10.00  9/12/08    $15,920    $42,760
                5,000(TLZ)        1.1% (2)   $22.75  11/28/07   $90,550   $243,250
                2,000(TLT)        0.6% (2)   $10.00  3/11/08    $15,920    $42,760
                6,000(TOC)        0.2% (2)   $12.00   4/9/08    $57,300   $153,960
                6,000(TMQ)        0.2% (2)   $13.00  3/11/08    $62,100   $166,800
                2,000(TSR)        0.4% (2)   $14.00  3/11/08    $22,280    $59,880
                4,000(TXM)        0.2% (2)   $11.00  3/11/08    $35,000    $94,080

   Parimal S.  15,000(TMO)        0.9% (2)   $32.60  11/28/07  $389,100 $1,045,650
   Patel        2,850(TMO)        0.2% (2)   $42.79  5/22/99     19,209    $40,356

   Floyd M.     7,500(TMO)        0.5% (2)   $32.60  11/28/02   $99,525   $231,975
   Gent
PAGE
<PAGE>





   Brian       15,000(TCK)        5.0%       $10.18  11/28/07  $121,500   $326,550
   Chatlosh    15,000(TMO)        0.9% (2)   $32.60  11/28/02  $389,100 $1,045,650
                  150(TMO)       0.01% (2)   $42.79  5/22/99     $1,011     $2,124

   Robert R.   15,000(TCK)        5.0%       $10.18  11/28/02   $62,100   $144,900
   Fini         7,500(TMO)        0.5% (2)   $32.60  11/28/02   $99,525   $231,975
                1,050(TMO)        0.1% (2)   $42.79  5/22/99     $7,077    $14,868
                                                                                                  

</TABLE>



        (1)  All of the options granted during the fiscal year are
        immediately exercisable at the date of grant, except options to
        purchase shares of ThermoLyte Corporation (designated in the
        table as TLT), which are not exercisable until the earlier of (i)
        90 days after the effective date of the registration of that
        company's common stock under Section 12 of the Securities
        Exchange Act of 1934 the "Exchange Act" and (ii) nine years after
        the grant date.  In all cases, the shares acquired upon exercise
        are subject to repurchase by the granting corporation at the
        exercise price if the optionee ceases to be employed by the
        Corporation or another Thermo Electron company.  The granting
        corporation may exercise its repurchase rights within six months
        after the termination of the optionee's employment.  For publicly
        traded companies, the repurchase rights generally lapse ratably
        over a five-to-ten-year period, depending on the option term,
        which may vary from seven to twelve years, provided the optionee
        continues to be employed by the Corporation or another Thermo
        Electron company.  For companies that are not publicly traded,
        the repurchase rights lapse in their entirety on the ninth
        anniversary of the grant date.  Certain options granted as part
        of Thermo Electron's stock option program have three-year terms,
        and the repurchase rights lapse in their entirety on the second
        anniversary of the grant date.  The granting corporation may
        permit the holders of such options to exercise options and to
        satisfy tax withholding obligations by surrendering shares equal
        in fair market value to the exercise price or withholding
        obligation.

        (2)  The amounts shown on this table represent hypothetical gains
        that could be achieved for the respective options if exercised at
        the end of the option term.  These gains are based on assumed
        rates of stock appreciation of 5% and 10%, compounded annually
        from the date the respective options were granted to their
        expiration date.  The gains shown are net of the option exercise
PAGE
<PAGE>





        price, but do not include deductions for taxes or other expenses
        associated with the exercise.  Actual gains, if any, on stock
        option exercises will depend on the future performance of the
        common stock of the granting corporation, the optionee's
        continued employment through the option period and the date on
        which the options are exercised. 

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

        Stock Options Exercised During Fiscal 1996 and Fiscal Year-End
        Values

             The following table reports certain information regarding
        stock option exercises during fiscal 1996 and outstanding stock
        options to purchase shares of Thermo Electron companies held at
        the end of fiscal 1996 by the named executive officers. No stock
        appreciation rights were exercised or were outstanding during
        fiscal 1996.

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

        






   <TABLE>



   <CAPTION>

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


                                                     No. of
                                                  Unexercised
                                                   Options at
                              Shares                 Fiscal         Value of
                             Acquired               Year-end      Unexercised
                                on      Value    (Exercisable/    In-the-Money
       Name        Company   Exercise  Realized  Unexercisable)     Options
                                                      (1)

   <S>          <C>          <C>      <C>       <C>      <C>    <C>        <C>

   Brian D.     Thermo          --        --     150,000 /0     $1,400,550 /--
   Holt  (2)    Ecotek

                Thermo          --        --     138,900 /0 (3) $2,718,545 /--
                Electron

                Thermo          --        --       2,000 /0         $7,750 /--
                BioAnalysis

                Thermo          --        --       2,000 /0         $5,250 /--
                Fibergen

                ThermoLase      --        --       5,000 /0         $3,125 /--

                ThermoLyte      --        --          0/ 2,000        --/0 (4)

                Thermo Optek    --        --       6,000 /0        $18,000 /--

                ThermoQuest     --        --       6,000 /0         $3,000 /--

                Thermo          --        --       2,000 /0             $0 /--
                Sentron

                Trex Medical    --        --       4,000 /0        $37,000 /--

   Parimal S.   Thermo          --        --     135,000 /0 (3) $1,451,296 /--
   Patel        Ecotek
PAGE
<PAGE>





                Thermo          --        --      27,224/0       $318,294 /--
                Electron                          

                Thermo          --        --       2,700/0       $ 27,338 /--
                Fibertek                           
                                --        --                       $34,209 /--
                Thermo                             1,080 /0
                Trex

   Floyd M.     Thermo          --        --      60,000 /0       $550,020 /--
   Gent         Ecotek

                Thermo          --        --      30,000 /0       $515,626 /--
                Electron

   Brian        Thermo          --        --      41,250 /0       $321,064 /--
   Chatlosh     Ecotek

                Thermo          --        --      19,650 /0       $208,088 /--
                Electron

  Robert R.     Thermo          --        --      59,700 /0       $551,470 /--
  Fini          Ecotek

                Thermo          --        --       8,550 /0        $58,313 /--
                Electron

                Thermo          --        --       2,250 /0        $22,781 /--
                Fibertek

</TABLE>


        (1)  The shares of common stock shown in the table have been
        adjusted to reflect three-for-two stock splits effected by the
        Corporation in October 1996, by Thermo Electron in May 1996, and
        by Thermo Fibertek Inc. in June 1996.  All of the options
        reported outstanding at the end of the fiscal year are
        immediately exercisable as of fiscal year-end, except options to
        purchase shares of ThermoLyte Corporation (designated in the
        table as TLT), which are not exercisable until the earlier of (i)
        90 days after the effective date of the registration of that
        company's common stock under Section 12 of the Exchange Act and
        (ii) nine years after the grant date.  In all cases, the shares
        acquired upon exercise of the options reported in the table are
        subject to repurchase by the granting corporation at the exercise
        price if the optionee ceases to be employed by such corporation
        or another Thermo Electron company. The granting corporation may
        exercise its repurchase rights within six months after the
        termination of the optionee's employment. For publicly traded
        companies, the repurchase rights generally lapse ratably over a
        five- to ten-year period, depending on the option term, which may
        vary from seven to twelve years, provided that the optionee
        continues to be employed by the Corporation or another Thermo
        Electron company.  For companies that are not publicly traded,
        the repurchase rights lapse in their entirety on the ninth
        anniversary of the grant date.  Certain options granted as part
        of Thermo Electron's stock option program have three-year terms,
PAGE
<PAGE>





        and the repurchase rights lapse in their entirety on the second
        anniversary of the grant date.

        (2)  As a Vice President of Thermo Electron, Mr. Holt also holds
        unexercised options to purchase common stock of Thermo Electron
        and its subsidiaries other than the Corporation.  These options
        are not reported in the table as they were granted as
        compensation for service to other Thermo Electron companies in
        capacities other than his capacity as the chief executive officer
        of the Corporation.

        (3)  Options to purchase 67,500 and 15,000 shares of the common
        stock of Thermo Electron granted to Mr. Holt and Mr. Patel,
        respectively, are subject to the same terms described in footnote
        (1), except that the repurchase rights of the granting
        corporation generally do not lapse until the tenth anniversary of
        the grant date.  In the event of the employee's death or
        involuntary termination prior to the tenth anniversary of the
        grant date, the repurchase rights of the granting corporation
        shall be deemed to have lapsed ratably over a five-year period
        commencing with the fifth anniversary of the grant date.

        (4)  No public market existed for the shares as of December 28,
        1996.  Accordingly, no value in excess of the exercise price has
        been attributed to those options.


        RELATIONSHIP WITH AFFILIATES

        The Thermo Electron Corporate Charter

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





        managerial and technological strengths of the others, and (4)
        Thermo Electron and the Thermo Subsidiaries, in the aggregate,
        are able to obtain the most favorable terms from outside parties.
         
             To achieve these ends, the Charter identifies the general
        principles to be followed by the companies, addresses the role
        and responsibilities of the management of each company, provides
        for the sharing of group resources by the companies and provides
        for centralized administrative, banking and credit services to be
        performed 
        by Thermo Electron. The services provided by Thermo Electron
        include collecting and managing cash generated by members,
        coordinating the access of Thermo Electron and the Thermo
        Subsidiaries (the "Thermo Group") to external financing sources,
        ensuring compliance with external financial covenants and
        internal financial policies, assisting in the formulation of
        long-range financial planning and providing other banking and
        credit services. Pursuant to the Charter, Thermo Electron may
        also provide guarantees of debt or other obligations of the
        Thermo Subsidiaries or may obtain external financing at the
        parent level for the benefit of the Thermo Subsidiaries. In
        certain instances, the Thermo Subsidiaries may provide credit
        support to, or on behalf of, the consolidated entity or may
        obtain financing directly from external financing sources. Under
        the Charter, Thermo Electron is responsible for determining that
        the Thermo Group remains in compliance with all covenants imposed
        by external financing sources, including covenants related to
        borrowings of Thermo Electron or other members of the Thermo
        Group, and for apportioning such constraints within the Thermo
        Group.  In addition, Thermo Electron establishes certain internal
        policies and procedures applicable to members of the Thermo
        Group. The cost of the services provided by Thermo Electron to
        the Thermo Subsidiaries is covered under existing corporate
        services agreements between Thermo Electron and each of the
        Thermo Subsidiaries.

             The Charter presently provides that it shall continue in
        effect so long as Thermo Electron and at least one Thermo
        Subsidiary participate. The Charter may be amended at any time by
        agreement of the participants. Any Thermo Subsidiary, including
        the Corporation, can withdraw from participation in the Charter
        upon 30 days' prior notice. In addition, Thermo Electron may
        terminate a subsidiary's participation in the Charter in the
        event the subsidiary ceases to be controlled by Thermo Electron
        or ceases to comply with the Charter or the policies and
        procedures applicable to the Thermo Group. A withdrawal from the
        Charter automatically terminates the corporate services agreement
        and tax allocation agreement (if any) in effect between the
        withdrawing company and Thermo Electron. The withdrawal from
        participation does not terminate outstanding commitments to third
        parties made by the withdrawing company, or by Thermo Electron or
        other members of the Thermo Group, prior to the withdrawal.
        However, a withdrawing company is required to continue to comply
        with all policies and procedures applicable to the Thermo Group
PAGE
<PAGE>





        and to provide certain administrative functions mandated by
        Thermo Electron so long as the withdrawing company is controlled
        by or affiliated with Thermo Electron.

        Corporate Services Agreement

             As provided in the Charter, the Corporation and Thermo
        Electron have entered into a Corporate Services Agreement (the
        "Services Agreement") under which Thermo Electron's corporate
        staff provides certain administrative services, including certain
        legal advice and services, risk management, employee benefit
        administration, tax advice and preparation of tax returns,
        centralized cash management and financial and other services to
        the Corporation.  The Corporation was assessed an annual fee
        equal to 1.2% and 1.25% of the Corporation's revenues for these
        services in fiscal 1995 and in periods prior to fiscal 1995,
        respectively. Beginning January 1, 1996, the fee has been reduced
        to 1% of the Corporation's revenues. The fee is reviewed annually
        and may be changed by mutual agreement of the Corporation and
        Thermo Electron.  During fiscal 1996, Thermo Electron assessed
        the Corporation $1,570,000 in fees under the Services Agreement.
        Management believes that the charges under the Services Agreement
        are reasonable and that the terms of the Services Agreement are
        fair to the Corporation. For items such as employee benefit
        plans, insurance coverage and other identifiable costs, Thermo
        Electron charges the Corporation based on charges attributable to
        the Corporation. The Services Agreement automatically renews for
        successive one-year terms, unless canceled by the Corporation
        upon 30 days' prior notice.  In addition, the Services Agreement
        terminates automatically in the event the Corporation ceases to
        be a member of the Thermo Group or ceases to be a participant in
        the Charter. In the event of a termination of the Services
        Agreement, the Corporation will be required to pay a termination
        fee equal to the fee that was paid by the Corporation for
        services under the Services Agreement for the nine-month period
        prior to termination. Following termination, Thermo Electron may
        provide certain administrative services on an as-requested basis
        by the Corporation or as required in order to meet the
        Corporation's obligations under Thermo Electron's policies and
        procedures.  Thermo Electron will charge the Corporation a fee
        equal to the market rate for comparable services if such services
        are provided to the Corporation following termination.


        Miscellaneous

             The Corporation leased its office facilities from Thermo
        Electron under an agreement which terminated December 1, 1996.
        The Corporation paid annual rent under that agreement equal to
        (i) Thermo Electron's cost per square foot of operating the
        building, multiplied by (ii) the number of square feet occupied
        by the Corporation.  Under the lease, the Company made a payment
        to Thermo Electron of  $177,000 in fiscal 1996.
PAGE
<PAGE>





             Thermo Electron currently owns approximately 83% of the
        outstanding shares of Common Stock.  Thermo Electron intends for
        the foreseeable future to maintain at least 80% ownership of the
        Corporation.  This may require the purchase by Thermo Electron of
        additional shares of Common Stock from time to time as the number
        of outstanding shares issued by the Corporation increases. These
        and other purchases may be made either on the open market,
        through conversion of convertible debentures held by Thermo
        Electron or directly from the Corporation.

             As of September 28, 1996, $53,250,000 of the Corporation's
        cash equivalents were invested in a repurchase agreement with
        Thermo Electron.  Under this agreement, the Corporation in effect
        lends excess cash to Thermo Electron, which Thermo Electron
        collateralizes with investments principally consisting of
        corporate notes, U.S. government agency securities, money market
        funds, commercial paper and other marketable securities, in the
        amount of  at least 103% of such obligations.  The Corporation's
        funds subject to the repurchase agreement are readily convertible
        into cash by the Corporation and have an original maturity of
        three months or less.  The repurchase agreement earns a rate
        based on the Commercial Paper Composite Rate plus 25 basis
        points, reset quarterly.

             As of  December 28, 1996, the Corporation had outstanding
        indebtedness to Thermo Electron of $68.5 million, pursuant to 4%
        subordinated convertible debentures due 2001, which are
        convertible into the Corporation's Common Stock at $6.33 per
        share.

        Stock Holding Assistance Plan

             In 1996, the Corporation adopted a stock holding policy
        which requires its executive officers to acquire and hold a
        minimum number of shares of Common Stock.  In order to assist the
        executive officers in complying with the policy, the Corporation
        also adopted a Stock Holding Assistance Plan under which it may
        make interest-free loans to certain key employees, including its
        executive officers, to enable such employees to purchase the
        Common Stock in the open market.  No such loans are currently
        outstanding under the plan.