SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                  _____________________________________________
                                    FORM 10-K
    (mark one)
    [ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the fiscal year ended December 28, 1996

    [   ] 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:

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

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

    Indicate by check mark whether the Registrant (1) has filed all reports
    required to be filed by Section 13 or 15(d) of the Securities Exchange
    Act of 1934 during the preceding 12 months (or for such shorter period
    that the registrant was required to file such reports), 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 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 year
    ended December 28, 1996, are incorporated by reference into Parts I and
    II.

    Portions of the Registrant's definitive Proxy Statement for the Annual
    Meeting of Shareholders to be held on June 2, 1997, are incorporated by
    reference into Part III.
PAGE
<PAGE>
                                     PART I

    Item 1. Business

    (a) General Development of Business

        Thermo BioAnalysis Corporation (the Company or the Registrant)
    designs, manufactures, and markets instruments and information management
    systems used in biochemical research and production, as well as in
    clinical diagnostics. The Company has three principal product lines: life
    sciences instrumentation, information management systems, and health
    physics instrumentation. The Company's life sciences instrumentation
    group includes its DYNEX Technologies (DYNEX), Affinity Sensors, and
    MALDI-TOF mass spectrometer subsidiaries and its capillary
    electrophoresis (CE) division, through which the Company designs,
    manufactures, and markets a broad range of instruments and consumables
    based on proprietary immunoassay, optical biosensor, mass spectrometry,
    and CE technologies. The Company's LabSystems subsidiary designs,
    implements, and supports laboratory information management systems (LIMS)
    and chromatography data systems. The Company's Eberline health physics
    subsidiary supplies radiation detection and counting instrumentation and
    sophisticated radiation monitoring systems to the nuclear industry
    worldwide. The Company was incorporated in February 1995 as a wholly
    owned subsidiary of Thermo Instrument Systems Inc. (Thermo Instrument).
    Thermo Instrument is a publicly traded, majority-owned subsidiary of
    Thermo Electron Corporation (Thermo Electron).

        The Company's strategy is to develop and market a portfolio of
    instruments and information management systems for biochemistry and other
    applications through research and development of innovative products and
    through the acquisition of complementary businesses and technologies. In
    February 1996, the Company acquired DYNEX, which supplies automated
    systems, detection systems, and consumables for the immunoassay market,
    for $43.2 million in cash. In July 1996, the Company acquired for $9.0
    million in cash the Affinity Sensors and LabSystems divisions of Fisons
    plc (Fisons) from Thermo Instrument, which had acquired a substantial
    portion of the Scientific Instruments Division of Fisons from
    Rhone-Poulenc Rorer, Inc. on March 29, 1996. The purchase price is
    subject to a post-closing adjustment based on a post-cloing adjustment to
    be negotiated with Fisons by Thermo Instrument in connection with the
    settlement of the final purchase price for all of the businesses of
    Fisons acquired by Thermo Instrument in March 1996. Affinity Sensors
    supplies optical biosensors used in life sciences research by the
    pharmaceutical and biotechnology industries, universities, and medical
    research institutes. Affinity Sensors was established to develop and
    commercialize products based on a new technology, optical biosensors, and
    commenced commercial sales in 1993. LabSystems designs, implements, and
    supports laboratory information management systems and chromatography
    data systems used in research and development, quality assurance and
    control, and processing plants.

        In September 1996, the Company commenced an initial public offering
    of 1,670,000 shares of its common stock at $14.00 per share for net
    proceeds of $20.8 million. As of December 28, 1996, Thermo Instrument
    owned 6,500,000 shares of the common stock of the Company, representing
    67% of such stock outstanding. Thermo Instrument develops, manufactures,
    and markets instruments used to detect and measure air pollution,
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    radioactivity, complex chemical compounds, toxic metals, and other
    elements in a broad range of liquids and solids, as well as to control
    and monitor various industrial processes. As of December 28, 1996, Thermo
    Electron owned 59,200 shares of the common stock of the Company,
    representing .61% of such stock outstanding. These shares were purchased
    during 1996* in the open market for a total purchase price of $809,000.
    Thermo Electron is a world leader in environmental monitoring and
    analysis instruments, biomedical products such as heart-assist devices
    and mammography systems, papermaking and paper-recycling equipment,
    biomass electric power generation, and other specialized products and
    technologies. Thermo Electron also provides a range of services related
    to environmental quality.

    Forward-looking Statements

        Forward-looking statements, within the meaning of Section 21E of the
    Securities Exchange Act of 1934, are made throughout this Annual Report
    on Form 10-K. For this purpose, any statements contained herein that are
    not statements of historical fact may be deemed to be forward-looking
    statements. Without limiting the foregoing, the words "believes,"
    "anticipates," "plans," "expects," "seeks," "estimates," and similar
    expressions are intended to identify forward-looking statements. There
    are a number of important factors that could cause the results of the
    Company to differ materially from those indicated by such forward-looking
    statements, including those detailed under the caption "Forward-looking
    Statements" in the Registrant's 1996 Annual Report to Shareholders
    incorporated herein by reference.

    (b) Financial Information About Industry Segments

        The Company conducts business in one industry segment.

    (c) Description of Business

        (i) Principal Products and Services

        The Company designs, manufactures, and markets instruments and
    information management systems for use in biochemical research and
    production, as well as in clinical diagnostics. The Company markets and
    distributes its products through a number of channels, including a direct
    sales force, independent sales representatives, distributors, and OEMs.
    The method of distribution is determined by product line and market size
    and potential, as well as by local business convention, industry mix, and
    the availability of technically-qualified representatives.

        The Company focuses on three principal product areas:

        Life Sciences Instrumentation. The Company markets a broad range of
        instruments and consumables based on proprietary immunoassay, optical
        biosensor, mass spectrometry, and capillary electrophoresis (CE)
        technologies.


    *   References to 1996, 1995, and 1994 herein are for the fiscal years
        ended December 28, 1996, December 30, 1995, and December 31, 1994,
        respectively.
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        Information Management Systems. The Company offers laboratory
        information management systems (LIMS) and chromatography data systems
        (CDS) for use in laboratories and clinical testing facilities. The
        Company's information management systems are designed to facilitate
        the monitoring and analysis of samples throughout the laboratory or
        clinical lifecycle.

        Health Physics Instrumentation. The Company markets radiation
        detection instrumentation and complete radiation monitoring systems
        for use in and around nuclear power plants and other facilities where
        radioactive materials are used.

    Life Sciences Instrumentation.

        The Company designs, manufactures, and markets a broad range of
    instruments and consumables based on proprietary immunoassay, optical
    biosensor, mass spectrometry, and capillary electrophoresis technologies.
    The Company's products include automated systems, detection systems, and
    consumables for the immunoassay market; optical biosensors; MALDI-TOF
    mass spectrometers; and capillary electrophoresis systems, components,
    and accessories.

        Immunoassay. The Company's DYNEX subsidiary designs, manufactures,
    sells, and supports products for immunoassay testing. Immunoassay is an
    analytical method used for the qualitative and quantitative analysis of
    biological molecules. Immunoassay products are used in medical and
    pharmaceutical research; clinical diagnostics including tests for
    pregnancy, hepatitis, and HIV; veterinary medicine; agricultural
    diagnostics; water quality testing; and food and beverage testing. In
    1996, the Company introduced the MLX luminescence detection system, and a
    third-generation fully automated testing system, the DIAS Ultra.

        The Company has focused its sales efforts on the clinical diagnostic
    and research markets, including healthcare and hospital facilities,
    chemical and pharmaceutical manufacturers, universities, medical and
    pharmaceutical research laboratories, veterinary and agricultural
    research laboratories, and governmental institutions such as the U.S.
    Food and Drug Administration, the National Institute of Health, and the
    Center for Disease Control. The Company's products are used principally
    by large clinical and research laboratories and manufacturers, including
    pharmaceutical companies, where large-batch, high-volume testing methods
    are required.

        The Company sells its immunoassay products principally through its
    direct sales force, OEMs, and distributors throughout the world. The
    company maintains direct sales offices in the Czech Republic, France,
    Germany, Hong Kong, Russia, the United Kingdom, and the United States.
    The Company also sells through manufacturers' representatives. The
    Company sells to clinical laboratories and hospitals primarily through
    OEM arrangements with major reagent manufacturers that purchase
    consumables and instruments for resale to their customers.

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        Optical Biosensors. Optical biosensor systems are a new technology
    used to quantify biomolecules and characterize their functional
    properties. Optical biosensor systems monitor the interaction of two or
    more biological compounds by measuring changes in the refractive index
    caused by molecular activity. The Company's Affinity Sensors subsidiary
    designs, develops, and sells optical biosensors for life sciences
    research in the pharmaceutical and biotechnology industries,
    universities, and medical research institutes. The Company offers both
    manual and automated versions of its optical biosensor system for
    performing a broad range of assays and affinity measurements. In 1996,
    the Company introduced an automated optical biosensor system, and is
    currently developing multi-analyte biosensors. 

        The Company's optical biosensor products serve a variety of
    geographic markets. In the United Kingdom and the United States, the
    Company maintains direct sales and service offices, as well as
    distributors. In Australia, Belgium, France, Germany, Italy, Japan, the
    Netherlands, Spain, Scandinavia, Switzerland, and Singapore, the Company
    distributes its optical biosensor products through an arrangement with
    Thermo Instrument.

        MALDI-TOF Mass Spectrometry. The Company currently offers three
    MALDI-TOF mass spectrometers, including an enhanced benchtop MALDI-TOF
    mass spectrometer that has significantly enhanced resolution, which was
    introduced in 1996. Mass spectrometry measures the molecular weight of a
    sample's components, thereby enabling identification and measurement of
    organic chemical compounds and/or inorganic elements contained in the
    sample. Historically, mass spectrometry has been of little use to
    biochemists because mass spectrometry measurements of large molecules,
    such as the biomolecules that comprise peptides and proteins that have
    molecular weights in excess of 3,000 daltons, were not possible.

        The development of ionization techniques such as those used in the
    MALDI-TOF mass spectrometer have solved this problem. MALDI-TOF mass
    spectrometers, first commercially available in 1990, measure the amount
    of time required for an ionized molecule to reach a detector, and convert
    that measurement into a measurement of mass. Using these devices,
    biochemists can measure molecules with molecular weights of up to 500,000
    daltons.

        The Company distributes its MALDI-TOF mass spectrometry products
    through its direct sales force in the United States and Western Europe,
    and through sales representatives elsewhere in the world. In Japan, the
    Company distributes its MALDI-TOF mass spectrometry products through an
    arrangement with ThermoQuest Corporation (ThermoQuest), a majority-owned
    subsidiary of Thermo Instrument.

        Capillary Electrophoresis. Capillary electrophoresis (CE) is a
    purification and separation technique commercially introduced in 1989. CE
    systems separate molecules as they move through an extremely narrow tube,
    or capillary, that is charged with an electric field. The Company's line
    of CE systems includes a low-cost, manually-controlled CE system and a
    fully-automated CE system with multiple wavelength detectors. In 1996,
    the Company introduced its new generation CE system that has more than
    twice the sample capacity of competing products, thereby permitting users

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    to decrease labor costs by allowing longer periods of unattended
    operation. The Company's CE systems offer high sensitivity, as well as
    advanced data handling, control, and automation features. The Company
    also offers a line of CE capillaries, buffers, and other consumables.

        The largest market for CE systems are pharmaceutical companies, whose
    research activities require state-of-the-art CE systems and related
    supplies. One of the principal applications for CE systems is the
    analysis and separation of biomolecules such as proteins, peptides, and
    nucleic acids, including DNA. Applications of DNA separation by CE
    include the identification of specific individuals through DNA
    "fingerprinting" and the diagnosis of diseases and specific genetic
    disorders such as leukemia, hepatitis, and sickle cell anemia.

        ThermoQuest distributes the Company's CE products and is the
    exclusive distributor of such products in jurisdictions in which it
    maintains a direct sales force.

        Life sciences instrumentation revenues were $40,623,000, $6,308,000,
    and $6,467,000 in 1996, 1995, and 1994, respectively.

    Information Management Systems

        The Company's LabSystems subsidiary designs, develops, and supports
    LIMS and CDS, and is recognized as one of the world's leading LIMS
    suppliers. The Company also maintains an implementation support group
    that provides software customization and project management services for
    its customers. The Company's products are distributed throughout a wide
    user base including research and development, quality assurance/quality
    control, and processing facilities. A substantial majority of the
    Company's customers are Fortune 500 companies in the process chemical,
    aerospace, pharmaceutical, environmental, oil and gas, petrochemical,
    automotive, food and beverage, agricultural, and medical products
    industries. 

        The Company's CDS products are open system analytical tools that
    assist users in analyzing chromatographic data obtained via gas and
    liquid chromatography and capillary electrophoresis.

        The Company's LIMS and CDS products serve a variety of geographic
    markets. In the United Kingdom and the United States, the Company
    maintains direct sales and service offices, as well as a network of
    distributors. In Australia, Brazil, Canada, France, Germany, Italy, the
    Middle East, the Netherlands, Scandinavia, Singapore, South Africa, and
    Spain, the Company distributes its LIMS and CDS products through an
    arrangement with Thermo Instrument.

        Information management systems revenues were $16,217,000 from March
    29, 1996, the date Thermo Instrument acquired LabSystems, through
    December 28, 1996.

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    Health Physics Instrumentation

        The Company produces a broad range of products, including portable
    and stand-alone instruments and computer-integrated systems that detect
    and measure nuclear radiation in and around nuclear power plants and
    other facilities where radioactive materials are used.

        Approximately 58% of the radiation monitoring instruments sold by the
    Company are purchased for use in nuclear power plants and United States
    Department of Energy facilities. The remainder are sold to medical and
    educational institutions, the military service, state and local
    governments, and others.

        The Company also designs, manufactures, and installs complete
    computer-integrated systems for monitoring effluents from nuclear power
    plants and for making radiation measurements at strategic locations
    throughout such facilities. These systems comprise a network of radiation
    monitors and data acquisition subsystems that process and store
    measurements and, on request, transmit data to a central system
    controller for display and recordkeeping.

        The Company sells its health physics instruments directly through
    sales and support offices in the United States and Canada, and through
    sales representatives elsewhere in the world.

        Health physics revenues were $14,809,000, $16,226,000, and
    $18,660,000 in 1996, 1995, and 1994, respectively.

        (ii) New Products

        The Company's business includes the research and development of new
    products. (see "Principal Products and Services.")

        (iii) Raw Materials

        Raw materials, components, and supplies purchased by the Company are
    either available from a number of different suppliers or from alternative
    sources that could be developed without a material adverse effect on the
    Company. To date, the Company has experienced no difficulties in
    obtaining these materials.

        (iv) Patents, Licenses, and Trademarks

        The Company's policy is to protect its intellectual property rights
    and to apply for patent protection when appropriate. The Company
    currently holds several issued United States patents expiring at various
    dates ranging from 2002 to 2011. The Company also has applications
    pending for additional United States patents and a number of foreign
    counterparts for its patents in various foreign countries. In addition,
    the Company has registered, or other, trademarks. Patent protection
    provides the Company with competitive advantages with respect to certain
    systems. The Company believes, however, that technical know-how and trade
    secrets are more important to its business than patent protection.

                                        7PAGE
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        The Company seeks to maintain the confidentiality of its proprietary
    technology that is not covered by patent protection by requiring
    employees who work with proprietary information to sign confidentiality
    agreements and by limiting access by parties outside the Company to such
    confidential information. There can be no assurance, however, that these
    measures will prevent the unauthorized disclosure or use of this
    information, or that others will not be able to independently develop
    such information. Moreover, as is the case with the Company's patent
    rights, the enforcement by the Company of its trade secret rights can be
    lengthy and costly, with no guarantee of success.

        (v) Seasonal Influences

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

        (vi) Working Capital Requirements

        There are no special inventory requirements or credit terms extended
    to customers that would have a material adverse effect on the Company's
    working capital.

        (vii) Dependency on a Single Customer

        No single customer accounted for more than 10% of the Company's
    total revenues in any of the past three years.

        (viii) Backlog

        The backlog of firm orders was $13.6 million and $2.5 million as of
    December 28, 1996, and December 30, 1995, respectively. The Company
    believes that substantially all of its 1996 backlog will be completed
    during 1997.

        (ix) Government Contracts

        Less than 10% of the Company's total revenues in 1996 were derived
    from contracts or subcontracts with the federal government, which are
    subject to renegotiation of profits or termination. The Company does not
    have any knowledge of threatened or pending renegotiations or
    terminations.

        (x) Competition

        The markets for the Company's products are highly competitive. In
    each of the markets it serves, the Company competes with a number of
    companies, many of which have greater engineering, manufacturing, and
    marketing resources than the Company.

    Life Sciences Instrumentation

        Immunoassay. The Company competes in the immunoassay market primarily
    on the basis of technological innovation, performance (including
    throughput and sensitivity), flexibility, and price. The Company's 

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    principal competitors in the consumables or plastics market include
    Nunc-Nalge Inc., Greiner GmbH, and Corning-Costar Corporation. In the
    detection systems market, the Company competes primarily with Bio-Tek
    Instruments, Inc. and Molecular Devices Corporation. In the automated
    systems market, the Company's main competitors include BioChem Pharma
    Inc., Immunosystems, Inc., Hamilton Bonaduz AG, and Tecan AG.

        Optical Biosensors. The Company competes in the optical biosensor
    market primarily on the basis of ease and flexibility of use, technical
    performance, analytical throughput, speed of data analysis, and price.
    The dominant competitor in the market for optical biosensors is Biocore
    International, Inc., a majority-owned subsidiary of Pharmacia & Upjohn,
    Inc.

        MALDI-TOF Mass Spectrometry. The Company competes in the MALDI-TOF
    mass spectrometry market primarily on the basis of the technical
    performance of its MALDI-TOF mass spectrometers as well as on the need in
    the analytical biochemistry community for highly-automated mass
    spectrometers. To a lesser degree, the Company also competes on the basis
    of price. Principal competitors in the mass spectrometry market include
    PerSeptive Biosystems, Inc., Shimadzu Corporation, Hewlett-Packard
    Company (Hewlett-Packard), Bruker Instruments Inc., and Micromass Ltd.

        Capillary Electrophoresis. The Company competes in the market for CE
    systems primarily on the basis of technical performance and automation
    features, and, to a lesser extent, price. The Company's principal
    competitors in the CE market include Beckman Instruments, Inc. (Beckman),
    Bio-Rad Laboratories, Inc., and Hewlett-Packard.

    Information Management Systems

        The Company competes in the high-end LIMS and CDS markets primarily
    on the basis of the functionality, flexibility, and technical
    sophistication of its systems, as well as on its ability to tailor its
    software packages to a customer's specific laboratory protocols, its
    ability to provide superior customer service and technical support, and
    price. Significant competitors in the LIMS and CDS markets include
    Perkin-Elmer Corporation, Beckman, Hewlett-Packard, the Laboratory
    MicroSystems, Inc. subsidiary of Instron Corporation, and Waters
    Instruments, Inc.

    Health Physics Instrumentation 

        Although there has been a trend toward consolidation among suppliers
    of health physics instrumentation over the last five years, the market
    for health physics instrumentation remains fragmented. The Company
    competes in this market primarily on the basis of product reliability and
    technological innovation, and price. Significant competitors include the
    Instruments Group of EG&G, Inc., the Nuclear Products Division of Morgan
    Crucible Co. plc, the Bicron/NE Technology division of
    Saint-Gobain-Norton Industrial Ceramics Corporation, and The Rados
    Companies.
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        (xi) Research and Development

        During 1996, 1995, and 1994, the Company expended approximately
    $7,298,000, $1,325,000, and $2,042,000, respectively, on internally
    sponsored research and development programs.

        (xii) Environmental Protection Regulations

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

        (xiii) Number of Employees

        As of December 28, 1996, the Company had a total of 483 employees.

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

        Financial information about exports by domestic operations and about
    foreign operations is summarized in Note 8 to Consolidated Financial
    Statements in the Company's 1996 Annual Report to Shareholders and is
    incorporated herein by reference.

    (e) Executive Officers of the Registrant

                                   Present Title (Year First
         Name                 Age  Became Executive Officer)
         -------------------  ---  ----------------------------------------
         Barry S. Howe         41  Chief Executive Officer and President
                                     (1995)
         Donald W. Hanna       40  Vice President (1995)
         John N. Hatsopoulos   62  Vice President and Chief Financial
                                     Officer (1995)
         Paul F. Kelleher      54  Chief Accounting Officer (1995)

        Each executive officer serves until his successor is chosen or
    appointed by the Board of Directors and qualified or until earlier
    resignation, death, or removal. Messrs. Hatsopoulos and Kelleher have
    held comparable positions for at least five years with Thermo Instrument
    and Thermo Electron. Mr. Howe has been Chief Executive Officer,
    President, and a Director of the Company since its inception in February
    1995. Prior to joining the Company, Mr. Howe was President of Thermo
    Instrument's Thermo Separation Products Inc. subsidiary and its
    predecessor, a manufacturer of liquid chromatography instruments, from
    September 1989 to December 1995. Mr. Hanna has been Vice President of the
    Company since its inception in February 1995, and has been President of
    the Company's Eberline subsidiary since 1994. Prior to joining the
    Company, Mr. Hanna was President of Thermo Instrument's National Nuclear
    Corporation subsidiary, a manufacturer of products for the nuclear power
    industry, from 1990 through 1994.

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    Item 2. Properties

        The Company owns approximately 67,000 square feet of manufacturing,
    sales, and administration space in New Mexico. The Company leases 130,000
    square feet of manufacturing, sales, and administration space in
    Virginia, Channel Islands, and England, including 14,000 square feet
    subleased from ThermoQuest, under leases expiring from 1997 through 2016.
    In addition, the Company leases 29,000 square feet of sales space in
    Germany, England, Massachusetts, Hong Kong, and the Czech Republic, under
    leases expiring from 1997 through 2001. The Company believes that its
    facilities are in good condition and are suitable and adequate to meet
    current needs.

    Item 3. Legal Proceedings

         Not applicable.

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

         Not applicable.

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

        Information concerning the market and market price for the
    Registrant's common stock, $.01 par value, and dividend policy is
    included under the sections labeled "Common Stock Market Information" and
    "Dividend Policy" in the Registrant's 1996 Annual Report to Shareholders
    and is incorporated herein by reference.

    Item 6. Selected Financial Data

        The information required under this item is included under the
    sections labeled "Selected Financial Information" and "Dividend Policy"
    in the Registrant's 1996 Annual Report to Shareholders and is
    incorporated herein by reference.

    Item 7. Management's Discussion and Analysis of Financial Condition and
            Results of Operations

        The information required under this item is included under the
    heading "Management's Discussion and Analysis of Financial Condition and
    Results of Operations" in the Registrant's 1996 Annual Report to
    Shareholders and is incorporated herein by reference.

    Item 8. Financial Statements and Supplementary Data

         The Registrant's Consolidated Financial Statements and
    Supplementary Data are included in the Registrant's 1996 Annual Report to
    Shareholders and are incorporated herein by reference.

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

        Not applicable.

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    Item 10. Directors and Executive Officers of the Registrant

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

    Item 11. Executive Compensation

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

    Item 12. Security Ownership of Certain Beneficial Owners and Management

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

    Item 13. Certain Relationships and Related Transactions

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


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                                     PART IV


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

    (a,d)    Financial Statements and Schedules

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

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

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

             List of Financial Statements and Schedules Referenced in this
             Item 14

             Information incorporated by reference from Exhibit 13 filed
             herewith:

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

             Financial Statement Schedules filed herewith:

                Schedule II: Valuation and Qualifying Accounts

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

    (b)      Reports on Form 8-K


             None.

    (c)      Exhibits

             See Exhibit Index on the page immediately preceding exhibits.

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                                   SIGNATURES

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

    Date: March 17, 1997          THERMO BIOANALYSIS CORPORATION


                                  By: Barry S. Howe
                                      ---------------------------------
                                      Barry S. Howe
                                      President and Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of
    1934, this report has been signed below by the following persons on
    behalf of the Registrant and in the capacities indicated, as of March 17,
    1997.

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

    By: Barry S. Howe               President, Chief Executive Officer,
        -------------------------
        Barry S. Howe                     and Director

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

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

    By: Richard W. K. Chapman       Chairman of the Board and Director
        -------------------------
        Richard W. K. Chapman

    By: Elias P. Gyftopoulos        Director
        -------------------------
        Elias P. Gyftopoulos

    By: Denis A. Helm               Vice Chairman of the Board and
        -------------------------
        Denis A. Helm                     Director

    By: Jonathan W. Painter         Director
        -------------------------
        Jonathan W. Painter

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

    By: Arnold N. Weinberg          Director
        -------------------------
        Arnold N. Weinberg
                                       14PAGE
<PAGE>
                    Report of Independent Public Accountants
                    ----------------------------------------


    To the Shareholders and Board of Directors of Thermo BioAnalysis
    Corporation:

         We have audited, in accordance with generally accepted auditing
    standards, the consolidated financial statements included in Thermo
    BioAnalysis Corporation's Annual Report to Shareholders incorporated by
    reference in this Form 10-K, and have issued our report thereon dated
    February 11, 1997. Our audits were made for the purpose of forming an
    opinion on those statements taken as a whole. The schedule listed in Item
    14 on page 13 is the responsibility of the company's management and is
    presented for purposes of complying with the Securities and Exchange
    Commission's rules and is not part of the basic consolidated financial
    statements. The schedule has been subjected to the auditing procedures
    applied in the audits of the basic consolidated financial statements and,
    in our opinion, fairly states in all material respects the consolidated
    financial data required to be set forth therein in relation to the basic
    consolidated financial statements taken as a whole.



                                                Arthur Andersen LLP



    Boston, Massachusetts
    February 11, 1997




                                       15PAGE
<PAGE>
SCHEDULE II


                         THERMO BIOANALYSIS CORPORATION

                        Valuation and Qualifying Accounts
                                 (In thousands)

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

Year Ended
  December 28, 1996

    Allowance for
      Doubtful
      Accounts          $ 154      $   9      $ 210     $(188)   $ 806   $ 991

Year Ended
  December 30, 1995

    Allowance for
      Doubtful
      Accounts          $ 154      $   -      $   2     $  (2)   $   -   $ 154

Year Ended
  December 31, 1994

    Allowance for
      Doubtful
      Accounts          $ 153      $  15      $   -     $ (14)   $   -   $ 154

(a) Allowances of businesses acquired during the year as described in Note 2 to
    Consolidated Financial Statements in the Registrant's 1996 Annual Report to
    Shareholders and the effect of foreign currency translation.






                                       16PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number     Description of Exhibit

      2*       Purchase Agreement dated as of February 5, 1996, by and among
               the Company, Dynatech Corporation, and certain of their
               respective affiliates. 

      3.1*     Certificate of Incorporation of the Company.

      3.2*     By-Laws of the Company.

      4*       Form of Common Stock Certificate.

     10.1*     Corporate Services Agreement dated as of February 27, 1995,
               between Thermo Electron Corporation ("Thermo Electron") and
               the Company.

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

     10.3*     Tax Allocation Agreement dated as of February 27, 1995,
               between Thermo Electron and the Company.

     10.4      Amended and Restated Master Repurchase Agreement dated as of
               December 28, 1996, between Thermo Electron and the Company.

     10.5*     Master Guarantee Reimbursement Agreement dated as of February
               27, 1995, among Thermo Electron, Thermo Instrument and the
               Company.

     10.6*     Master Guarantee Reimbursement Agreement dated as of February
               27, 1995, between Thermo Instrument and the Company.

     10.7*     Equity Incentive Plan of the Company.

               In addition to the stock-based compensation plans of the
               Company, the executive officers of the Company may be granted
               awards under stock-based compensation plans of Thermo
               Electron and Thermo Instrument for services rendered to the
               Company or such affiliated corporations. Thermo Electron's
               plans were filed as Exhibits 10.21 through 10.44 to the
               Annual Report on Form 10-K of Thermo Electron for the fiscal
               year ended December 30, 1995 [File No. 1-8002] and as Exhibit
               10.19 to the Annual Report on Form 10-K of Trex Medical
               Corporation for the fiscal year ended September 28, 1996
               [File No. 1-11827], and Thermo Instrument's plans were filed
               as Exhibits 10.18 through 10.27 to the Annual Report on Form
               10-K of Thermo Instrument for the fiscal year ended December
               28, 1996, [File No. 1-9786], and are incorporated herein by
               reference.

                                       17PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number     Description of Exhibit

     10.8*     Deferred Compensation Plan for Directors of the Company.

     10.9*     Directors Stock Option Plan of the Company.

     10.10*    Form of Indemnification Agreement for Officers and Directors.

     10.11*    Asset Transfer Agreement dated as of February 27, 1995,
               between Thermo Instrument and the Company.

     10.12*    Asset Transfer Agreement dated as of February 27, 1995,
               between Thermo Separation Products Inc. and the Company.

     10.13*    Exclusive License Agreement dated as of February 27, 1995,
               between Thermo Separation Products Inc. and the Company.

     10.14*    Exclusive License Agreement dated as of February 27, 1995,
               between the Company and Thermo Separation Products Inc.

     10.15*    Manufacturing Agreement dated as of February 27, 1995,
               between Thermo Separation Products Inc. and the Company.

     10.16*    Note Purchase Agreement dated as of July 22, 1996, between
               Thermo Instrument and the Company.

     10.17*    $50,000,000 Principal Amount 4.875% Convertible Subordinated
               Note due 2001 dated July 22, 1996.

     10.18*    Asset and Share Purchase Agreement dated as of July 22, 1996,
               among SID Instruments Inc., HB Instruments Inc., the Company
               and Thermo Instrument.

     10.19*    Asset Purchase Agreement dated as of July 22, 1996, among
               Thermo LabSystems Limited, FI Instruments Inc., Thermo FAST
               U.K. Limited, the Company, and Thermo Instrument.

     10.20     Restated Stock Holding Assistance Plan and Form of Promissory
               Note.

     11        Statement re: Computation of Earnings per Share.

     13        Annual Report to Shareholders for the year ended December
               28, 1996 (only those portions incorporated herein by
               reference).

     21        Subsidiaries of the Company.

     27        Financial Data Schedule.

               Each exhibit above which is marked with an asterisk (*) is
               incorporated by reference to the correspondingly numbered
               exhibit to the Company's Registration Statement on Form S-1
               [File No. 333-8697].
                                       18PAGE
<PAGE>