SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                 __________________________________________  

                        AMENDMENT NO. 1 ON FORM 10-K/A
                                 TO FORM 10-K

       (mark one)   X      Annual Report Pursuant to Section 13 or
                  -----
                           15(d) of the Securities Exchange Act of 1934

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

                        Commission file number 1-12179

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

       Delaware                                               85-0429899
       (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                Identification No.)

       504 Airport Road
       Santa Fe, New Mexico                                   87504-2108
       (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:

                                                Name of each exchange
            Title of each class                  on which registered
            -------------------                -------------------------

            Common Stock, $.01 par value       American Stock Exchange

          Securities registered pursuant to Section 12(g) of the Act:
                                     None

       Indicate by check mark whether the Registrant (1) has filed all
       reports required to be filed by Section 13 or 15(d) of the
       Securities Exchange Act of 1934 during the preceding 12 months,
       and (2) has been subject to the filing requirements for at least
       the past 90 days. Yes [ X ]  No [   ]

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

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





       approximately $40,240,275.

       As of  January 24, 1997, the Registrant had 9,771,500 shares of
       Common Stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

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



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

            Part III, Item 11.       Executive Compensation.

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

            Part III, Item 13.       Certain Relationships and 
                                          Transactions.


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

                                  SIGNATURES


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


                                     THERMO BIOANALYSIS CORPORATION


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

                                          Sandra L. Lambert
                                          Secretary




                                 ATTACHMENT A
PAGE
<PAGE>






       DIRECTORS

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

       Richard W.K.         Dr. Chapman, 52, has been chairman of the
       Chapman              board and a director of the Corporation
                            since its inception in February 1995.  Dr.
                            Chapman has been the chief executive
                            officer and president of ThermoQuest
                            Corporation, a manufacturer of mass
                            spectrometers and chromatography systems,
                            since June 1995 and a vice president of
                            Thermo Instrument, since 1994.  He also
                            served as president of ThermoQuest's Finnigan
                            Corporation subsidiary,  from 1992 to 1995.
                            Dr. Chapman is a director of ThermoQuest
                            Corporation. 

       Elias P.             Dr. Gyftopoulos, 69, has been a director of
       Gyftopoulos          the Corporation since its inception in
                            February 1995.  He is Professor Emeritus at
                            the Massachusetts Institute of Technology,
                            where he was the Ford Professor of
                            Mechanical Engineering and of Nuclear
                            Engineering for more than 20 years prior to
                            his retirement in 1996. Dr. Gyftopoulos is
                            also a director of Thermo Electron, Thermo
                            Cardiosystems Inc., ThermoLase Corporation,
                            Thermo Remediation Inc., ThermoSpectra
                            Corporation, Thermo Voltek Corp. and Trex
                            Medical Corporation.
PAGE
<PAGE>





       Denis A. Helm        Mr. Helm, 58, has been vice chairman of the
                            board and a director of the Corporation
                            since its inception in February 1995.  Mr.
                            Helm has been the chief executive officer
                            of Metrika Systems Corporation, a
                            manufacturer of on-line industrial process
                            optimization systems, since its formation
                            in November 1996 and a senior vice
                            president of Thermo Instrument since 1994.
                            He has also been president of Thermo
                            Instrument's Thermo Environmental
                            Instruments Inc. subsidiary, an
                            environmental instruments company, since
                            1981.  Mr. Helm was a vice president of
                            Thermo Instrument from 1986 until 1994.

       Barry S. Howe        Mr. Howe, 41, has been the chief executive
                            officer, president and a director of the
                            Corporation since its inception in February
                            1995.  Mr. Howe has been a vice president
                            of Thermo Instrument since 1994.  From
                            September 1989 to December 1995, he served
                            as the president of Thermo Separation
                            Products Inc. and its predecessor, a
                            manufacturer of chromatography instruments
                            and a subsidiary of ThermoQuest
                            Corporation.
       Earl R. Lewis        Mr. Lewis, 53, has been a director of the
                            Corporation since April 1997.  Mr. Lewis
                            has been president and chief operating
                            officer of Thermo Instrument since March
                            1997 and January 1996, respectively, was
                            executive vice president of Thermo
                            Instrument from January 1996 to March 1997,
                            was a senior vice president of Thermo
                            Instrument from January 1994 to January
                            1996, and was a vice president of Thermo
                            Instrument from March 1992 to January 1994.
                            He has also been the chief executive
                            officer of Thermo Optek Corporation, a
                            manufacturer of analytical instruments and
                            a majority-owned subsidiary of Thermo
                            Instrument, since its inception in August
                            1995, and was president of Thermo Optek
                            Corporation from August 1995 to March 1997.
                             Prior to August 1995, he was president of
                            Thermo Jarrell Ash Corporation, a
                            subsidiary of Thermo Optek Corporation, for
                            more than five years.  Mr. Lewis is also a
                            director of Thermo Optek Corporation,
                            ThermoQuest Corporation, ThermoSpectra
                            Corporation and Trex Medical Corporation.


                                        2
PAGE
<PAGE>





       Jonathan W. Painter  Mr. Painter, 38, has been a director of the
                            Corporation since its inception in February
                            1995.  Mr. Painter has been treasurer of
                            the Corporation and Thermo Electron since
                            August 1994.  Mr. Painter had served as
                            director of strategic planning of Thermo
                            Electron's Thermo Fibertek Inc. subsidiary,
                            a supplier of paper-recycling equipment,
                            papermaking systems and accessories, from
                            February 1993 through September 1994.
                            Prior to that time, Mr. Painter was
                            associate general counsel of Thermo
                            Electron and its subsidiaries.  Mr. Painter
                            is also a director of Thermo Fibergen Inc.

       Arvin H. Smith       Mr. Smith, 67, has been a director of the
                            Corporation since its inception in February
                            1995.  Mr. Smith has been the chairman of
                            the board and chief executive officer of
                            Thermo Instrument since March 1997 and
                            1986, respectively, and the president of
                            Thermo Instrument from 1986 to March 1997.
                            He also has been an executive vice
                            president of Thermo Electron since 1991 and
                            was a senior vice president of Thermo
                            Electron from 1986 to 1991. Mr. Smith is
                            also a director of Thermo Instrument,
                            Thermo Optek Corporation, Thermo Power
                            Corporation, ThermoQuest Corporation and
                            ThermoSpectra Corporation.
       Arnold N. Weinberg   Dr. Weinberg, 67, has been a director of
                            the Corporation since November 1995.  He
                            has been Professor of Medicine at the
                            Harvard Medical School and Medical Director
                            of the Medical Department of the
                            Massachusetts Institute of Technology for
                            more than five years.
        
       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
       Dr. Gyftopoulos and Dr. Weinberg (Chairman).  The Audit Committee
       reviews the scope of the audit with the Corporation's independent
       public accountants and meets with them for the purpose of
       reviewing the results of the audit subsequent to its completion.
       The present members of the Human Resources Committee are Dr.
       Gyftopoulos (Chairman) and Dr. Weinberg. The Human Resources
       Committee reviews the performance of senior members of
       management, recommends executive compensation and administers the
       Corporation's stock option and other stock-based compensation
       plans. The Corporation does not have a nominating committee of

                                        3
PAGE
<PAGE>





       the Board of Directors. The Board of Directors met seven times,
       the Audit Committee met twice and the Human Resources Committee
       met five times during fiscal 1996. Each director attended at
       least 75% of all meetings of the Board of Directors and
       Committees on which he served held during fiscal 1996.

       Compensation of Directors

       Cash Compensation

            Directors who are not employees of the Corporation, of
       Thermo Electron or of any other companies affiliated with Thermo
       Electron (also referred to as "outside directors") receive an
       annual retainer of $2,000 and a fee of $1,000 per day for
       attending regular meetings of the Board of Directors and $500 per
       day for participating in meetings of the Board of Directors held
       by means of conference telephone and for participating in certain
       meetings of committees of the Board of Directors.  Payment of
       directors' fees is made quarterly.  Dr. Chapman and Messrs. Helm,
       Howe, Lewis, Painter and Smith are all employees of Thermo
       Electron companies and do not receive any cash compensation from
       the Corporation for their services as directors.  Directors are
       also reimbursed for out-of-pocket expenses incurred in attending
       such meetings.
        
       Deferred Compensation Plan

            Under the Deferred Compensation Plan for directors (the
       "Deferred Compensation Plan"), a director has the right to defer
       receipt of his cash fees until he ceases to serve as a director,
       dies or retires from his principal occupation. In the event of a
       change in control or proposed change in control of the
       Corporation that is not approved by the Board of Directors,
       deferred amounts become payable immediately. Either of the
       following is deemed to be a change of control: (a) the
       occurrence, without the prior approval of the Board of Directors,
       of the acquisition, directly or indirectly, by any person of 50%
       or more of the outstanding Common Stock or the outstanding common
       stock of Thermo Instrument or 25% or more of the outstanding
       common stock of Thermo Electron; or (b) the failure of the
       persons serving on the Board of Directors immediately prior to
       any contested election of directors or any exchange offer or
       tender offer for the Common Stock or the common stock of Thermo
       Instrument or Thermo Electron to constitute a majority of the
       Board of Directors at any time within two years following any
       such event. Amounts deferred pursuant to the Deferred
       Compensation Plan are valued at the end of each quarter as units
       of the Corporation's Common Stock. When payable, amounts deferred
       may be disbursed solely in shares of Common Stock accumulated
       under the Deferred Compensation Plan. A total of 25,000 shares of
       Common Stock have been reserved for issuance under the Deferred
       Compensation Plan. As of March 1, 1997, deferred units equal to
       371.57 shares of Common Stock were accumulated under the Deferred
       Compensation Plan.   
                                        4
PAGE
<PAGE>






       Directors Stock Option Plan

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

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

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

            The exercise price for options granted under the Directors
                                        5
PAGE
<PAGE>





       Plan is the average of the closing prices of the common stock as
       reported on the American Stock Exchange (or other principal
       market on which the common stock is then traded) for the five
       trading days preceding and including the date of grant, or, if
       the shares are not then traded, at the last price per share paid
       by third parties in an arms-length transaction prior to the
       option grant.  As of March 1, 1997, options to purchase 70,000
       shares of Common Stock were available for future grant under the
       Directors Plan. 

       Stock Ownership Policies for Directors

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

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

       STOCK OWNERSHIP

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

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



                                        6
PAGE
<PAGE>






<TABLE>

<CAPTION>



                                 Thermo        Thermo       Thermo
                              BioAnalysis    Instrument    Electron
              Name (1)        Corporation   Systems Inc. Corporation
                                  (2)           (3)          (4)

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

        Thermo Instrument        6,500,000            N/A        N/A
        Systems Inc. (5)

        Richard W. K. Chapman       40,500        139,087     82,126

        Elias P. Gyftopoulos        15,000         47,018     71,070

        Donald W. Hanna             21,000         15,506     22,216

        Denis A. Helm               15,000        161,729    164,378

        Barry S. Howe               64,300         99,886     81,048

        Earl R. Lewis               56,000        128,233    124,184

        Jonathan W. Painter         15,000          5,782     33,271

        Arvin H. Smith              39,000        431,667    513,038

        Arnold N. Weinberg          15,371              0          0

        All directors and
        current executive
        officers as a group        312,171      1,128,804  1,763,097
        (11 persons)

</TABLE>


       (1)  Except as reflected in the footnotes to this table, shares
       beneficially owned consist of shares owned by the indicated
       person or by that person for the benefit of minor children and
       all share ownership includes sole voting and investment power. 
        
       (2)  Shares of the Common Stock beneficially owned by Dr.
       Chapman, Dr. Gyftopoulos, Mr. Hanna, Mr. Helm, Mr. Howe, Mr.
       Lewis, Mr. Painter, Mr. Smith, Dr. Weinberg and all directors and
       executive officers as a group include 30,000, 15,000, 21,000,
       15,000, 50,000, 50,000, 15,000, 20,000, 15,000 and 249,000
       shares, respectively, that such person or group has the right to
       acquire within 60 days of March 1, 1997, through the exercise of
       stock options.   Shares of the Common Stock beneficially owned by
       Dr. Weinberg and all directors and executive officers as a group
       include 371 full shares allocated to Dr. Weinberg's account under
       the Corporation's deferred compensation plan for directors.  No
       director or executive officer beneficially owned more than 1% of
       the Common Stock outstanding as of March 1, 1997; all directors
       and executive officers as a group beneficially owned 3.1% of the
       Common Stock outstanding as of such date. 

       (3)  Shares of the common stock of Thermo Instrument beneficially
       owned by Dr. Chapman, Dr. Gyftopoulos, Mr. Hanna, Mr. Helm, Mr.
       Howe, Mr. Lewis, Mr. Painter, Mr. Smith and all directors and
       executive officers as a group include 121,287, 14,465, 15,000,
       112,500, 89,062, 112,500, 5,625, 234,375 and 785,439 shares,
       respectively, that such person or group had the right to acquire
       within 60 days after March 1, 1997, through the exercise of stock
       options. Shares of the common stock of Thermo Instrument
       beneficially owned by Mr. Painter, Mr. Smith and all directors
       and executive officers as a group include 157, 530 and 1,612
       shares, respectively, allocated through March 1, 1997, to their
       respective accounts maintained pursuant to Thermo Electron's
       employee stock ownership plan, of which the trustees, who have
       investment power over its assets, are executive officers of
       Thermo Electron (the "ESOP").  Shares of the common stock of
       Thermo Instrument beneficially owned by Mr. Helm include a total
       of 4,212 shares held by him as custodian for four minor children.
       Shares of the common stock of Thermo Instrument beneficially
       owned by Mr. Howe include 1,968 shares held in a trust of which
       he is trustee.  Shares of the common stock of Thermo Instrument
       beneficially owned by Mr. Lewis include 2,390 shares held by his
       spouse.  No director or executive officer beneficially owned more
       than 1% of the common stock of Thermo Instrument outstanding as
       of March 1, 1997; all directors and executive officers as a group
       beneficially owned 1.2% of the common stock of Thermo Instrument
       outstanding as of such date.
        
       (4)  The shares of the common stock of Thermo Electron shown in
       the table reflect a three-for-two split of such stock distributed
                                        7
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<PAGE>





       in June 1996 in the form of a 50% stock dividend. Shares of the
       common stock of Thermo Electron beneficially owned by Dr.
       Chapman, Dr. Gyftopoulos, Mr. Hanna, Mr. Helm, Mr. Howe, Mr.
       Lewis, Mr. Painter, Mr. Smith and all directors and executive
       officers as a group include 80,284, 9,375, 20,098, 106,347,
       73,287, 121,536, 27,035, 222,411 and 1,187,632 full shares,
       respectively, that such person or group has the right to acquire
       within 60 days of March 1, 1997, through the exercise of stock
       options. Shares of the common stock of Thermo Electron
       beneficially owned by Mr. Painter, Mr. Smith and all directors
       and executive officers as a group include 488, 1,717 and 5,463
       full shares, respectively, allocated to accounts maintained
       pursuant to the ESOP.  No director or executive officer
       beneficially owned more than 1% of the common stock of Thermo
       Electron outstanding as of March 1, 1997; all directors and
       executive officers as a group beneficially owned approximately
       1.2% of the Thermo Electron common stock outstanding as of such
       date. 
                
       (5)  As of March 1, 1997, Thermo Instrument beneficially owned
       67% of the outstanding Common Stock. Thermo Instrument's address
       is 1275 Hammerwood Avenue, Sunnyvale, California 94089.  As of
       March 1, 1997, Thermo Instrument had the power to elect all of
       the members of the Corporation's Board of directors.  Thermo
       Instrument is a majority owned subsidiary of Thermo Electron and
       therefore, Thermo Electron may be deemed the beneficial owner of
       the shares of Common Stock beneficially owned by Thermo
       Instrument.  Thermo Electron disclaims beneficial ownership of
       these shares.
        
       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 persons were complied with during 1996, except
       in the following instances.  Thermo Instrument filed two Forms 4
       late, reporting a total of two transactions, consisting of one
       grant of options to employees to purchase the  Common Stock under
       Thermo Instrument's stock option plans and the expiration without
       exercise of one such option.  Thermo Electron filed four Forms 4
       late, reporting a total of nine transactions, including the two
       transactions described above for Thermo Instrument and, in
       addition, five open market purchases of Common Stock, one grant
       of options to employees to purchase the Common Stock under Thermo
       Electron's stock option plans and the expiration without exercise
       of one such option.

       EXECUTIVE COMPENSATION

                                        8
PAGE
<PAGE>





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

       Summary Compensation Table

            The following table summarizes compensation for services to
       the Corporation in all capacities awarded to, earned by or paid
       to the Corporation's chief executive officer and one other
       executive officer for the last two fiscal years.  No other
       executive officer of the Corporation met the definition of
       "highly compensated" within the meaning of the Securities and
       Exchange Commission's executive compensation disclosure rules. 
        
            The Corporation is required to appoint certain executive
       officers and full-time employees of Thermo Electron as executive
       officers of the Corporation, in accordance with the Thermo
       Electron Corporate Charter. The compensation for these executive
       officers is determined and paid entirely by Thermo Electron. The
       time and effort devoted by these individuals to the Corporation's
       affairs is provided to the Corporation under the Corporate
       Services Agreement between the Corporation and Thermo Electron.
       Accordingly, the compensation for these individuals is not
       reported in the following table.




<TABLE>

<CAPTION>


                              Summary Compensation Table


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

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

        Barry S. Howe   1996  $145,000  $70,000    50,000(TBA)       $8,076 (3)

          President and                             1,500(TMO)

          Chief                                     2,000(TFG)
        Executive                                   
        Officer                                     2,000(TLT)

                                                   15,000(TOC)                  

                                                   90,000(TMQ)

                                                    2,000(TSR)

                                                    4,000(TXM)

                        1995  $134,000  $65,000     1,650(TMO)       $7,517

                                                    5,000(TLZ)


        Donald W. Hanna 1996  $100,000  $19,500    21,000(TBA)       $5,310

          Vice                                      7,500(TOC)
        President
                                                    5,000(TMQ)

                        1995   $95,000  $18,000        --            $7,461











</TABLE>


       (1)  In addition to receiving options to purchase Common Stock
       (designated in the table as TBA), executive officers of the
       Corporation have been granted options to purchase common stock of
       Thermo Electron and certain of Thermo Electron's other
       subsidiaries as part of Thermo Electron's stock option program.
       Options have been granted during the last two fiscal years to the
       named executive officers in the following Thermo Electron
       companies:  Thermo Electron (designated in the table as TMO),
       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).

       (2)  Represents the amount of matching contributions made on
       behalf of the named executive officer by the individual's
       employer pursuant to the Thermo Electron 401(k) plan.

       (3)  In addition to the matching contribution referred to in
       footnote (2), such amount includes $1,444, which represents the
       amount of compensation attributable to an interest-free loan
       provided to Mr. Howe pursuant to the company's stock holding
                                        9
PAGE
<PAGE>





       assistance plan.  See "Relationship with Affiliates - Stock
       Holding Assistance Plan".

       Stock Options Granted During Fiscal 1996

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




<TABLE>


<CAPTION>


                                   Option Grants in Fiscal 1996


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

              Name        Granted (1)  Fiscal Year  Share     Date       5%        10%

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

        Barry S. Howe       50,000(TBA)   8.6%       $10.00  01/31/08  $398,000 $1,069,000

                             1,500(TMO)   0.1% (3)   $42.79  05/22/99   $10,110    $21,240

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

                             2,000(TLT)   0.6% (3)   $10.00  03/11/08   $15,920    $42,760

                            15,000(TOC)   0.5% (3)   $12.00  04/11/08  $143,250   $384,900

                            90,000(TMQ)   3.2% (3)   $13.00  01/10/08  $931,500 $2,502,000

                             2,000(TSR)   0.4% (3)   $14.00  03/11/08   $22,280    $59,880

                             4,000(TXM)   0.2% (3)   $11.00  03/11/08   $35,000    $94,080


        Donald W. Hanna     21,000(TBA)   3.6%       $10.00  01/31/08  $167,160   $448,980

                             7,500(TOC)   0.2% (3)   $12.00  04/11/08   $71,625   $192,450

                             5,000(TMQ)   0.2% (3)   $13.00  02/08/08   $51,750   $139,000

</TABLE>


       (1)  All of the options granted during the fiscal year are
       immediately exercisable as of the end of the fiscal year, except
       options to purchase shares of the common stock 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 in the optionee
       ceases to be employed by the granting 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 granting 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 a part
       of Thermo Electron's stock option program have three-year terms,
       and the repurchase rights lapse in their entirety on the second
       anniversary of the grant date.  The granting corporation may
       permit the holders of options to exercise options and satisfy tax
       withholding obligations by surrendering shares equal in fair
       market value to the exercise price or withholding obligation.

       (2)  The amounts shown on this table represent hypothetical gains
       that could be achieved for the respective options if exercised at
       the end of the option term.  These gains are based on assumed
       rates of stock appreciation of 5% and 10%, compounded annually
       from the date the respective options were granted to their
       expiration date.  The gains shown are net of the option exercise
       price, but do not include deductions for taxes or other expenses
       associated with the exercise.  Actual gains, if any, on stock
       option exercises will depend on the future performance of the
       common stock of the granting corporation, the option holders'
                                       10
PAGE
<PAGE>





       continued employment through the option period and the date on
       which the options are exercised.

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

       Stock Options Exercised During Fiscal 1996

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




<TABLE>

<CAPTION>



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



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

        Barry S. Howe   Thermo              --       --  50,000 /0       $156,250 /--
                        BioAnalysis

                        Thermo              --       --  73,287 /0(2)  $1,428,259 /--
                        Electron

                        Thermedics          --       --   4,000 /0         $9,100 /--

                        Thermo Ecotek    5,250  $48,127   6,000 /0        $61,500 /--

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

                        Thermo              --       --  15,750 /0        $64,890 /--
                        Fibertek

                        Thermo              --       --  89,062 /0     $1,561,042 /--
                        Instrument

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

                        ThermoLyte          --       --      -- /2,000         -- /$0(3)

                        Thermo Optek        --       --  15,000 /0             $0 /--

                        Thermo Power        --       --   4,000 /0             $0 /--

                        ThermoQuest         --       --  90,000 /--            $0 /--

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

                        ThermoSpectra       --       --   4,000 /0         $7,500 /--

                        Thermo              --       --   4,000 /0         $3,880 /--
                        TerraTech

                        ThermoTrex       1,350  $55,755   4,000 /0        $51,700 /--

                        Trex Medical        --       --   4,000 /0         $6,500 /--


        Donald W. Hanna Thermo              --       --  21,000 /0        $65,625 /--
                        BioAnalysis

                        Thermo           1,275  $39,895  20,098 /0(2)    $420,940 /--
                        Electron

                        Thermo Ecotek    3,000  $21,249      -- /--            -- /--

                        Thermo              --       --  15,000 /0       $251,626 /--
                        Instrument

                        Thermo Optek        --       --   7,500 /0             $0 /--

                        ThermoQuest         --       --   5,000 /0             $0 /--

                        ThermoSpectra       --       --   1,500 /0         $2,813 /--

                        ThermoTrex         405  $17,942      -- /--            -- /--

















</TABLE>


        (1) All of the options reported outstanding at the end of the
       fiscal year were immediately exercisable, except the options to
       purchase shares of the common stock of ThermoLyte Corporation,
       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 price 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 companies whose
       shares are not publicly traded, the repurchase rights lapse in
       their entirety on the ninth anniversary of the grant date.  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 granting corporation
       or another Thermo Electron company.

       (2)  Options to purchase 22,500 and 11,250 shares of the common
       stock of Thermo Electron granted to Mr. Howe and Mr. Hanna,
       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.

                                       11
PAGE
<PAGE>





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

       RELATIONSHIP WITH AFFILIATES

            Thermo Electron has adopted a strategy of selling a minority
       interest in subsidiary companies to outside investors as an
       important tool in its future development. As part of this
       strategy, Thermo Electron and certain of its subsidiaries have
       created several privately and publicly held subsidiaries, and
       Thermo Instrument has created the Corporation as a publicly held,
       majority-owned subsidiary.   From time to time, Thermo Electron
       and its subsidiaries will create other majority-owned
       subsidiaries as part of its spinout strategy. (The Corporation
       and such other  majority-owned Thermo Electron subsidiaries are
       hereinafter referred to as the "Thermo Subsidiaries.") 
        
            Thermo Electron and each of the Thermo Subsidiaries
       recognize that the benefits and support that derive from their
       affiliation are essential elements of their individual
       performance. Accordingly, Thermo Electron and each of the Thermo
       Subsidiaries have adopted the Thermo Electron Corporate Charter
       (the "Charter") to define the relationships and delineate the
       nature of such cooperation among themselves. The purpose of the
       Charter is to ensure that (1) all of the companies and their
       stockholders are treated consistently and fairly, (2) the scope
       and nature of the cooperation among the companies, and each
       company's responsibilities, are adequately defined, (3) each
       company has access to the combined resources and financial,
       managerial and technological strengths of the others, and (4)
       Thermo Electron and the Thermo Subsidiaries, in the aggregate,
       are able to obtain the most favorable terms from outside parties.
        
            To achieve these ends, the Charter identifies the general
       principles to be followed by the companies, addresses the role
       and responsibilities of the management of each company, provides
       for the sharing of group resources by the companies and provides
       for centralized administrative, banking and credit services to be
       performed by Thermo Electron. The services provided by Thermo
       Electron include collecting and managing cash generated by
       members, coordinating the access of Thermo Electron and the
       Thermo Subsidiaries (the "Thermo Group") to external financing
       sources, ensuring compliance with external financial covenants
       and internal financial policies, assisting in the formulation of
       long-range planning and providing other banking and credit
       services. Pursuant to the Charter, Thermo Electron may also
       provide guarantees of debt or other obligations of the Thermo
       Subsidiaries or may obtain external financing at the parent level
       for the benefit of the Thermo Subsidiaries. In certain instances,
       the Thermo Subsidiaries may provide credit support to, or on
       behalf of, the consolidated entity or may obtain financing
       directly from external financing sources. Under the Charter,
       Thermo Electron is responsible for determining that the Thermo
                                       12
PAGE
<PAGE>





       Group remains in compliance with all covenants imposed by
       external financing sources, including covenants related to
       borrowings of Thermo Electron or other members of the Thermo
       Group, and for apportioning such constraints within the Thermo
       Group. In addition, Thermo Electron establishes certain internal
       policies and procedures applicable to members of the Thermo
       Group. The cost of the services provided by Thermo Electron to
       the Thermo Subsidiaries is covered under existing corporate
       services agreements between Thermo Electron and each of the
       Thermo Subsidiaries. 
        
            The Charter presently provides that it shall continue in
       effect so long as Thermo Electron and at least one Thermo
       Subsidiary participate. The Charter may be amended at any time by
       agreement of the participants. Any Thermo Subsidiary, including
       the Corporation, can withdraw from participation in the Charter
       upon 30 days' prior notice. In addition, Thermo Electron may
       terminate a subsidiary's participation in the Charter in the
       event the subsidiary ceases to be controlled by Thermo Electron
       or ceases to comply with the Charter or the policies and
       procedures applicable to the Thermo Group.  A withdrawal from the
       Charter automatically terminates the corporate services agreement
       and tax allocation agreement (if any) in effect between the
       withdrawing company and Thermo Electron. The withdrawal from
       participation does not terminate outstanding commitments to third
       parties made by the withdrawing company, or by Thermo Electron or
       other members of the Thermo Group, prior to the withdrawal.
       However, a withdrawing company is required to continue to comply
       with all policies and procedures applicable to the Thermo Group
       and to provide certain administrative functions mandated by
       Thermo Electron so long as the withdrawing company is controlled
       by or affiliated with Thermo Electron. 
        
            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.  In 1995 and 1996, the Corporation was assessed
       an annual fee for these services equal to 1.2% and 1.0%,
       respectively, 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 $716,000 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
                                       13
PAGE
<PAGE>





       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. 

            From time to time, the Corporation may transact business
       with other companies in the Thermo Group.  In fiscal 1996, such
       transactions included the following.

            The Corporation has entered into a lease and services
       arrangement with ThermoQuest under which ThermoQuest leases
       approximately 15,000 square feet of space, and provides certain
       accounting and administrative services, to the Corporation.  The
       Corporation pays ThermoQuest rent in the amount of 3 British
       Pounds Sterling per square foot and an allocated portion of
       ThermoQuest's costs for providing such services.  This arrangement
       may be terminated by the Corporation or by ThermoQuest upon 30 days'
       prior notice. For the fiscal year ended December 28, 1996, the
       Corporation paid ThermoQuest approximately $105,000 under this
       arrangement.

            ThermoQuest acts as a distributor of certain of the
       Corporation's products, is the exclusive distributor of the
       Corporation's MALDI-TOF products of Japan and is the exclusive
       distributor of the Corporation's CE products in countries in
       which it maintains a direct sales force.  In consideration of
       such arrangements, the Corporation sells ThermoQuest such
       products at discounted rates negotiated by the parties.
       ThermoQuest is responsible for all installation and warranty
       labor obligations at its expense.  These arrangements may be
       terminated on not less than three months' notice by either party
       given after December 31, 1996.  For the fiscal year ended
       December 28, 1996, the Corporation sold $2,002,000 of products to
       ThermoQuest under these arrangements.  In addition, the
       Corporation pays ThermoQuest a finder's fee for each qualified
       lead that generates order for the Corporation's MALDI-TOF
       products from customers in the United States and Europe.

            The Corporation has entered into an arrangement with
       ThermoQuest whereby ThermoQuest provides assembly labor for the
       Corporation's CE products on a contract basis.  Under this
       arrangement, ThermoQuest assembles instruments as required by the
       Corporation for a charge based on the sum of ThermoQuest's actual
       cost of materials and the allocable portion of its labor,
       overhead and other indirect expenses.  For the fiscal year ended
                                       14
PAGE
<PAGE>





       December 28, 1996, the Corporation paid ThermoQuest approximately
       $471,000 under this arrangement.

            The Corporation's Eberline health Physics subsidiary
       purchases certain controllers and detectors from Thermo
       Instrument under an original equipment manufacturer agreement.   
       Under this agreement, the Corporation has the exclusive right to
       sell these instruments in the United States, Canada and Mexico.
        The Corporation is responsible for all warranty repair and
       maintenance obligations at its expense, but obtains replacement
       parts from Thermo Instrument without charge.  For the fiscal year
       ended December 28, 1996, the Corporation purchased $233,000 of
       instruments from Thermo Instrument under this agreement.

            The Corporation's Eberline health physics subsidiary also
       acts as a distributor of certain Thermo Instrument product lines
       and, with the exception of Thermo Instrument, is the exclusive
       distributor of such product lines to nuclear power plants and
       government agencies in the United States and Canada.  Thermo
       Instrument is responsible for warranty repairs at its own
       expense.  For the fiscal year ended December 28, 1996, the
       Corporation purchased $306,000 of instruments from Thermo
       Instrument under this arrangement.

            Various Thermo Instrument companies act as distributors of
       certain of the Corporation's LabSystems and Affinity Sensors
       products under informal arrangements that date from prior to the
       acquisition of the Fisons businesses in March 1996.  In
       consideration of such arrangements, the Corporation sells the
       respective Thermo Instrument companies certain products at
       discounted rates negotiated by the parties.  Under such
       arrangements, the respective Thermo Instrument companies are
       generally responsible for warranty repair and maintenance
       obligations.  For the fiscal year ended December 28, 1996,  
       LabSystems and Affinity Sensors sold an aggregate of $3,912,000
       of products to Thermo Instrument companies under these
       arrangements.

            As of December 28, 1996, $39,649,000 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, United States government agency securities,
       money market funds, commercial paper and other marketable
       securities, in the amount of at least 103% of such obligation.
       The Corporation's funds subject to the repurchase agreement will
       be 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 90-day Commercial Paper
       Composite Rate plus 25 basis points, set at the beginning of each
       quarter.

       In February 1996, the Corporation borrowed $30,000,000 from Thermo
       Electron pursuant to a promissory note, due in February 1997, and
       bearing interest at the 90-day Commercial Paper Composite Rate plus
       25 basis points, set at the beginning of each quarter.  In July 1996,
       the Corporation borrowed $50,000,000 from Thermo Instrument pursuant
       to a subordinated convertible note, due in 2001, convertible into
       shares of Common Stock at $16.50 per share, and bearing interest at an
       annual rate of 4.875%.  The Corporation repaid the amounts owed to
       Thermo Electron in July 1996 with proceeds from the subordinated
       convertible note issued to Thermo Instrument.  As of December 28, 1996,
       The Corporation owed Thermo Instrument an aggregate of $50,000,000.
       
                                       15
PAGE
<PAGE>







       Stock Holding Assistance Plan

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

            In order to assist officers in complying with the policy,
       the Committee also adopted a stock holding assistance plan under
       which the Corporation is authorized to make interest-free loans
       to officers to enable them to purchase shares of the Common Stock
       in the open market.  The loans are required to be repaid upon the
       earlier of demand or the fifth anniversary of the date of the
       loan, unless otherwise authorized by the Committee.  In 1996, Mr.
       Barry S. Howe, the Corporation's chief executive officer,
       received loans in the aggregate principal amount of $164,375.52
       under this plan to purchase 12,000 shares.  Also in 1996, Dr.
       Richard W.K. Chapman, the Corporation's chairman of the board,
       received loans in the aggregate principal amount of $131,176.30
       under this plan to purchase 10,000 shares.  


       AA971140048