SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

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

                                    FORM 10-Q

    (mark one)

    [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the Quarter Ended September 27, 1997.

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

                         Commission File Number 1-11757


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

    Delaware                                                       04-3283973
    (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                        Identification No.)

    8E Forge Parkway
    Franklin, Massachusetts                                             02038
    (Address of principal executive offices)                       (Zip Code)


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

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

           Indicate the number of shares outstanding of each of
           the issuer's classes of Common Stock, as of the
           latest practicable date.

                   Class                   Outstanding at September 27, 1997
        ----------------------------       ---------------------------------
        Common Stock, $.01 par value                  48,455,589
PAGE
<PAGE>
    PART I - FINANCIAL INFORMATION

    Item 1 - Financial Statements


                            THERMO OPTEK CORPORATION

                           Consolidated Balance Sheet
                                   (Unaudited)

                                     Assets


                                                 September 27, December 28,
    (In thousands)                                        1997         1996
    -----------------------------------------------------------------------

    Current Assets:
      Cash and cash equivalents                       $ 51,630     $ 66,292
      Accounts receivable, less allowances of
        $5,670 and $4,997                              101,860       88,559
      Inventories:
        Raw materials and supplies                      36,671       34,381
        Work in process                                 15,380       13,557
        Finished goods                                  27,406       26,354
      Prepaid expenses                                   7,698        6,371
      Prepaid income taxes                              15,940       15,254
      Due from affiliated companies                        775            -
                                                      --------     --------
                                                       257,360      250,768
                                                      --------     --------
    Property, Plant, and Equipment, at Cost             89,189       83,296
      Less: Accumulated depreciation and
            amortization                                29,036       23,271
                                                      --------     --------
                                                        60,153       60,025
                                                      --------     --------
    Patents and Other Assets                             8,984       10,232
                                                      --------     --------
    Cost in Excess of Net Assets of Acquired
      Companies (Note 2)                               260,805      234,447
                                                      --------     --------
                                                      $587,302     $555,472
                                                      ========     ========

                                        2PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

                     Consolidated Balance Sheet (continued)
                                   (Unaudited)

                    Liabilities and Shareholders' Investment


                                                September 27,   December 28,
    (In thousands except share amounts)                  1997           1996
    ------------------------------------------------------------------------

    Current Liabilities:
      Notes payable and current maturities of
        long-term obligations (including $40,000
        due to Thermo Electron; Note 2)              $ 60,832       $ 27,736
      Accounts payable                                 27,392         28,920
      Accrued payroll and employee benefits            13,305         12,809
      Accrued installation and warranty expenses       20,338         21,088
      Accrued income taxes                             22,231         14,379
      Deferred revenue                                 19,991         15,331
      Other accrued expenses (Note 2)                  36,795         45,379
      Due to affiliated companies                           -         28,167
                                                     --------       --------
                                                      200,884        193,809
                                                     --------       --------
    Deferred Income Taxes                              13,752         13,865
                                                     --------       --------
    Other Deferred Items                                3,156          3,413
                                                     --------       --------
    Long-term Obligations:
      5% Subordinated convertible debentures           96,250         96,250
      Due to Thermo Electron (Note 2)                   3,800              -
      Other                                             1,823            528
                                                     --------       --------
                                                      101,873         96,778
                                                     --------       --------
    Shareholders' Investment:
      Common stock, $.01 par value, 100,000,000
        shares authorized; 48,456,153 shares
        issued                                            485            485
      Capital in excess of par value                  222,197        222,123
      Retained earnings (Note 2)                       51,356         24,773
      Treasury stock at cost, 564 shares                  (10)             -
      Cumulative translation adjustment                (6,391)           226
                                                     --------       --------
                                                      267,637        247,607
                                                     --------       --------
                                                     $587,302       $555,472
                                                     ========       ========


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

                                        3PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

                        Consolidated Statement of Income
                                   (Unaudited)


                                                     Three Months Ended
                                                ----------------------------
                                                September 27,  September 28,
    (In thousands except per share amounts)              1997           1996
    ------------------------------------------------------------------------

    Revenues                                         $118,216       $105,806
                                                     --------       --------
    Costs and Operating Expenses:
      Cost of revenues                                 63,759         58,575
      Selling, general, and administrative
        expenses                                       28,579         27,923
      Research and development expenses                 7,247          6,256
                                                     --------       --------
                                                       99,585         92,754
                                                     --------       --------
    Operating Income                                   18,631         13,052

    Interest Income                                     1,413          1,571
    Interest Expense                                   (1,953)        (1,716)
    Interest Expense, Related Party                    (1,279)             -
                                                     --------       --------
    Income Before Provision for Income Taxes           16,812         12,907
    Provision for Income Taxes                          7,144          5,506
                                                     --------       --------
    Net Income                                       $  9,668       $  7,401
                                                     ========       ========

    Earnings per Share:
      Primary                                        $    .20       $    .15
                                                     ========       ========
      Fully diluted                                  $    .19       $    .15
                                                     ========       ========

    Weighted Average Shares:
      Primary                                          48,452         48,410
                                                     ========       ========
      Fully diluted                                    55,439         55,169
                                                     ========       ========


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

                                        4PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

                        Consolidated Statement of Income
                                   (Unaudited)


                                                     Nine Months Ended
                                                ----------------------------
                                                September 27,  September 28,
    (In thousands except per share amounts)              1997           1996
    ------------------------------------------------------------------------

    Revenues                                         $341,408       $283,362
                                                     --------       --------
    Costs and Operating Expenses:
      Cost of revenues                                183,702        156,388
      Selling, general, and administrative
        expenses                                       84,007         77,583
      Research and development expenses                20,222         17,969
                                                     --------       --------
                                                      287,931        251,940
                                                     --------       --------
    Operating Income                                   53,477         31,422

    Interest Income                                     3,218          4,255
    Interest Expense                                   (5,268)        (5,025)
    Interest Expense, Related Party                    (1,848)             -
                                                     --------       --------
    Income Before Provision for Income Taxes           49,579         30,652
    Provision for Income Taxes                         21,234         12,898
                                                     --------       --------
    Net Income                                       $ 28,345       $ 17,754
                                                     ========       ========

    Earnings per Share:
      Primary                                        $    .59       $    .38
                                                     ========       ========
      Fully diluted                                  $    .55       $    .38
                                                     ========       ========

    Weighted Average Shares: 
      Primary                                          48,451         46,442
                                                     ========       ========
      Fully diluted                                    55,438         52,923
                                                     ========       ========


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

                                        5PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

                      Consolidated Statement of Cash Flows
                                   (Unaudited)

                                                      Nine Months Ended
                                                 ---------------------------
                                                 September 27, September 28,
    (In thousands)                                        1997          1996
    ------------------------------------------------------------------------
    Operating Activities:
      Net income                                      $ 28,345      $ 17,754
      Adjustments to reconcile net income to net
        cash provided by operating activities:
          Depreciation and amortization                 12,176         9,529
          Provision for losses on accounts receivable      206         1,538
          Other noncash expenses                         1,239         1,372
          Decrease in deferred income taxes                  -          (174)
          Changes in current accounts, excluding
            the effects of acquisitions:
              Accounts receivable                      (11,441)        5,613
              Inventories                               (4,502)          712
              Other current assets                        (570)         (531)
              Accounts payable                          (4,257)      (11,468)
              Due to affiliated companies               17,435         2,348
              Other current liabilities                  4,584        (4,300)
          Other                                            461         1,167
                                                      --------      --------
    Net cash provided by operating activities           43,676        23,560
                                                      --------      --------
    Investing Activities:
      Acquisitions, net of cash acquired (Note 2)      (45,449)      (15,527)
      Cash payment to parent company for
        acquisitions of VG Systems in 1997 and 
        Mattson and Unicam in 1996 (Note 2)            (45,546)      (36,558)
      Purchases of property, plant, and equipment       (5,320)       (4,560)
      Proceeds from sale of property, plant, 
        and equipment                                    1,456             -
      Other                                                (69)          (66)
                                                      --------      --------
    Net cash used in investing activities              (94,928)      (56,711)
                                                      --------      --------
    Financing Activities:
      Net proceeds from issuance of Company
        common stock                                        64        42,937
      Proceeds from issuance of notes payable to
        Thermo Electron (Note 2)                        43,800             -
      Decrease in short-term obligations, net           (6,346)       (6,945)
      Repayment of long-term obligations                   (97)       (4,166)
                                                      --------      --------
    Net cash provided by financing activities           37,421        31,826
                                                      --------      --------
    Exchange Rate Effect on Cash                          (831)         (350)
                                                      --------      --------
    Decrease in Cash and Cash Equivalents              (14,662)       (1,675)
    Cash and Cash Equivalents at Beginning of Period    66,292       116,890
                                                      --------      --------
    Cash and Cash Equivalents at End of Period        $ 51,630      $115,215
                                                      ========      ========
                                        6PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

                Consolidated Statement of Cash Flows (continued)
                                   (Unaudited)


                                                      Nine Months Ended
                                                 ---------------------------
                                                 September 27, September 28,
    (In thousands)                                        1997          1996
    ------------------------------------------------------------------------

    Noncash Activities:
      Fair value of assets of acquired companies     $  51,736    $ 186,889
      Cash paid for acquired companies                 (46,293)     (16,869)
      Stock issuable to Thermo Instrument for
        acquired company                                   (12)           -
      Due to parent for acquired company                     -     (100,742)
                                                     ---------    ---------
        Liabilities assumed of acquired companies    $   5,431    $  69,278
                                                     =========    =========


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

                                        7PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

                   Notes to Consolidated Financial Statements


    1.  General

        The interim consolidated financial statements presented have been
    prepared by Thermo Optek Corporation (the Company) without audit and, in
    the opinion of management, reflect all adjustments of a normal recurring
    nature necessary for a fair statement of the financial position at
    September 27, 1997, the results of operations for the three- and
    nine-month periods ended September 27, 1997, and September 28, 1996, and
    the cash flows for the nine-month periods ended September 27, 1997, and
    September 28, 1996. Interim results are not necessarily indicative of
    results for a full year.

        Historical financial results have been restated to include VG
    Systems Limited (VG Systems) and Spectronic Instruments Inc.
    (Spectronic), which were acquired in transactions similar to poolings of
    interests (Note 2). The consolidated financial statements and notes are
    presented as permitted by Form 10-Q and do not contain certain
    information included in the annual financial statements and notes of the
    Company. The consolidated financial statements and notes included herein
    should be read in conjunction with the financial statements and notes
    included in the Company's Annual Report on Form 10-K for the fiscal year
    ended December 28, 1996, filed with the Securities and Exchange
    Commission.

    2.  Acquisitions

        On March 29, 1996, Thermo Instrument Systems Inc. (Thermo
    Instrument), the Company's majority shareholder, acquired a substantial
    portion of the businesses comprising the Scientific Instruments Division
    of Fisons plc (Fisons), a wholly owned subsidiary of Rhone-Poulenc Rorer,
    Inc. In July 1997, the Company agreed to acquire VG Systems, a business
    formerly part of Fisons, from Thermo Instrument for $45,546,000 in cash,
    subject to a post-closing adjustment. The purchase price was determined
    based on the net tangible book value of VG Systems and a pro rata
    allocation of Thermo Instrument's total cost in excess of net assets of
    acquired companies recorded in connection with the acquisition of the
    Fisons businesses. VG Systems manufactures instrumentation and equipment
    for material and surface science analysis. This U.K.-based company
    consists of four major operating divisions: VG Scientific (analytical
    instruments for elemental, chemical, and spatial analysis), VG Semicon
    (molecular beam epitaxy systems for semiconductor production), VG
    Microtech (ultrahigh-vacuum surface science instruments), and Vacuum
    Generators (vacuum components and systems). In addition to these four
    divisions, VG Systems includes VG Broadcast, a supplier of teletext
    systems for closed-caption television applications. VG Systems reported
    1996 revenues of $62 million.

                                        8PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

    2.  Acquisitions (continued)

        Because the Company and VG Systems were deemed for accounting
    purposes to be under control of their common majority owner, Thermo
    Instrument, the transaction has been accounted for in a manner similar to
    a pooling of interests. Accordingly, the Company's historical financial
    statements have been restated to include the results of VG Systems from
    March 29, 1996, the date the business was acquired by Thermo Instrument.
    The purchase price included $6,902,000 for the increase in net book value
    from the date the business was acquired by Thermo Instrument to June 28,
    1997. This amount was recorded as a reduction in retained earnings as of
    December 28, 1996. The cost of this acquisition exceeded the estimated
    fair value of the acquired net assets by $36,353,000, which is being
    amortized over 40 years. 

        On March 12, 1997, Thermo Instrument acquired approximately 95% of
    the outstanding shares of Life Sciences International PLC (LSI), a London
    Stock Exchange-listed company. Subsequently, Thermo Instrument acquired
    the remaining shares of LSI capital stock. In July 1997, the Company
    agreed to acquire Spectronic, a former LSI subsidiary, from Thermo
    Instrument. Spectronic is a Rochester, New York-based supplier of UV/VIS
    spectrophotometers and accessories, fluorescence instruments, and
    precision-ruled and holographic gratings for industrial and educational
    markets worldwide, and had 1996 revenues of approximately $30 million.
    The purchase price for Spectronic consisted of: (i) $20,760,000 in cash,
    (ii) 1,000 shares of the Company's common stock valued at $11,940, and
    (iii) the assumption of $19,559,000 of debt. The purchase price
    represents the sum of the net tangible book value of Spectronic as of
    June 28, 1997, plus a percentage of Thermo Instrument's total cost in
    excess of net assets acquired associated with its acquisition of LSI,
    based on the aggregate 1996 revenues of Spectronic relative to LSI's 1996
    consolidated revenues. The purchase price, the cash and debt portions of
    which were paid in August 1997 together with interest calculated at the
    90-day Commercial Paper Composite Rate plus 25 basis points, set at the
    beginning of each quarter, is subject to a post-closing adjustment based
    on final determination of the net tangible book value of the acquired
    business and a final calculation of Thermo Instrument's total cost in
    excess of net assets acquired associated with the acquisition of LSI. The
    1,000 shares of common stock to be issued to Thermo Instrument will be
    issued as soon as they are listed on the American Stock Exchange.

        Because the Company and Spectronic were deemed for accounting
    purposes to be under control of their common majority owner, Thermo
    Instrument, the transaction has been accounted for in a manner similar to
    a pooling of interests. Accordingly, the accompanying financial
    statements include the results of Spectronic from March 12, 1997, the
    date the business was acquired by Thermo Instrument. The purchase price
    included $1,762,000 for the increase in net book value from the date the
    business was acquired by Thermo Instrument to June 28, 1997. This amount
    was recorded as a reduction in retained earnings. The cost of this
    acquisition exceeded the estimated fair value of the acquired net assets
    by $28,719,000, which is being amortized over 40 years.

                                        9PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

    2.  Acquisitions (continued)

        Notes payable and current maturities of long-term obligations in the
    accompanying 1997 balance sheet includes $40,000,000 due to Thermo
    Electron Corporation (Thermo Electron) to partially fund the acquisitions
    of VG Systems and Spectronics. The Company borrowed these funds in August
    1997 pursuant to a promissory note due August 1998 and bearing interest
    at the 90-day Commercial Paper Composite Rate plus 25 basis points, set
    at the beginning of each quarter. The Company used the proceeds from the
    note and available cash to pay Thermo Instrument for the acquisitions.

        During 1997, the Company acquired three additional companies, for an
    aggregate $6,816,000 in cash, which were accounted for using the purchase
    method of accounting. Allocation of the purchase price for these
    acquisitions was based on an estimate of the fair value of the net assets
    acquired. The cost of these acquisitions exceeded the estimated fair
    value of the acquired net assets by $6,629,000, which is being amortized
    over 40 years. To fund one of the acquisitions, the Company's Thermo
    Vision Corporation subsidiary borrowed $3,800,000 from Thermo Electron
    pursuant to a promissory note due July 2000 and bearing interest at the
    90-day Commercial Paper Composite Rate plus 25 basis points, set at the
    beginning of each quarter. This amount is included in long-term
    obligations in the accompanying 1997 balance sheet.

        Based on unaudited data, the following table presents selected
    financial information of the Company, VG Systems, and Spectronic on a pro
    forma basis, assuming the companies had been combined since the beginning
    of 1996. The effect of the acquisitions not included in the pro forma
    data was not material to the Company's results of operations.

                                        Three Months         Nine Months
                                            Ended               Ended
                                        -------------   -------------------
    (In thousands except per                Sept. 28,   Sept. 27, Sept. 28,
    share amounts)                               1996        1997      1996
    -----------------------------------------------------------------------

    Revenues                                 $113,321    $346,054  $318,178
    Net income                                  6,944      26,599    14,122
    Earnings per share: 
      Primary                                     .14         .55       .30
      Fully diluted                               .14         .52       .30

        The pro forma results are not necessarily indicative of future
    operations or the actual results that would have occurred had the
    acquisitions of VG Systems and Spectronic been made at the beginning of
    1996.

        During 1996, the Company undertook a restructuring in connection
    with its acquisitions of VG Systems, A.R.L. Applied Research Laboratories
    S.A. (ARL), and VG Elemental, effective March 1996, and the Mattson
    Instruments and Unicam divisions of ATI, effective December 1995. The
    Company finalized its restructuring plans for Mattson and Unicam in 1996
    and for VG Systems, ARL, and VG Elemental in the first quarter of 1997.

                                       10PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

    2.  Acquisitions (continued)

        A summary of the changes in these acquisition reserves during 1997
    is as follows:

                                                                 VG Systems,
                                                  Mattson and       ARL, and
    (In thousands)                                     Unicam   VG Elemental
    ------------------------------------------------------------------------
    Balance, December 28, 1996                        $ 3,528        $ 2,678

    Adjustment to opening balance due to
      acquisition of VG Systems, accounted for
      in a manner similar to a pooling of 
      interests                                             -          4,516

    Payments, primarily for severance
      and abandoned facilities                         (1,991)        (4,242)

    Decrease due to finalization of
      restructuring plan, recorded as
      a decrease in cost in excess of
      net assets of acquired companies                      -         (1,492)

    Other decrease to reserve, recorded as
      a decrease in cost in excess of
      net assets of acquired companies                   (115)             -
                                                      -------        -------
    Balance, September 27, 1997, for
      ongoing severance and abandoned-
      facility payments                               $ 1,422        $ 1,460
                                                      =======        =======

        As of September 27, 1997, the Company had accrued a total of
    $5,252,000 for restructuring costs for all of its acquisitions, including
    those discussed above. These reserves are included in other accrued
    expenses in the accompanying 1997 balance sheet.

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

        Forward-looking statements, within the meaning of Section 21E of the
    Securities Exchange Act of 1934, are made throughout this Management's
    Discussion and Analysis of Financial Condition and Results of Operations.
    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 Exhibit 13 to the Company's Annual Report on Form 10-K for the fiscal
    year ended December 28, 1996, filed with the Securities and Exchange
    Commission.
                                       11PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

    Overview

        Prior to 1996, the Company's principal operating units included
    Thermo Jarrell Ash Corporation (TJA), a manufacturer and distributor of
    atomic absorption (AA) and atomic emission (AE) spectrometry products
    based in Franklin, Massachusetts, and Nicolet Instrument Corporation, a
    manufacturer and distributor of Fourier Transform Infrared (FT-IR) and
    FT-Raman spectrometry products based in Madison, Wisconsin. During 1996
    and 1997, the Company acquired several companies, summarized below, which
    significantly increased its operations.

        The Company's strategy is to supplement its internal growth with the
    acquisition of businesses and technologies that complement and augment
    its existing product lines. In February 1996, the Company acquired Oriel
    Corporation, a manufacturer and distributor of photonics components and
    instruments, and Corion Corporation, a manufacturer of commercial optical
    filters. Effective March 29, 1996, the Company acquired A.R.L. Applied
    Research Laboratories S.A. (ARL), a manufacturer of wavelength-dispersive
    X-ray fluorescence instruments and arc/spark atomic emission
    spectrometers; VG Elemental, a manufacturer of inductively coupled
    plasma/mass spectrometers; and VG Systems Limited, a manufacturer of
    instrumentation and equipment for material and surface science analysis,
    from Thermo Instrument Systems Inc. (Note 2). Effective March 12, 1997,
    the Company acquired Spectronic Instruments Inc., a supplier of UV/VIS
    spectrophotometers and accessories, fluorescence instruments, and
    precision-ruled and holographic gratings, from Thermo Instrument 
    (Note 2).

        Through its Thermo Vision Corporation subsidiary, the Company
    addresses the photonics marketplace for optical components, imaging
    sensors and systems, lasers, optically based instruments,
    optoelectronics, and fiber optics. Thermo Vision is pursuing applications
    of the Company's technologies for cost-effective, application-specific
    instruments and for optical components, systems, and subassemblies for
    analytical instrumentation and other applications. In 1996, the Company
    announced its intent to spin off Thermo Vision through a distribution of
    100 percent of its outstanding capital stock in the form of a dividend to
    the Company's shareholders. The Company anticipates completing the
    spinoff in the fourth quarter of 1997. After the distribution, Thermo
    Vision will be a majority-owned subsidiary of Thermo Instrument, and
    shareholders of Thermo Optek will be shareholders of both Thermo Optek
    and Thermo Vision. Thermo Vision, which includes Oriel and Corion, had
    revenues of $30.4 million in 1996 and $28.4 million for the nine months
    ended September 27, 1997.

        The Company sells its products on a worldwide basis. Although the
    Company seeks to charge its customers in the same currency as its
    operating costs, the Company's financial performance and competitive
    position can be affected by currency exchange rate fluctuations. Where
    appropriate, the Company uses forward contracts to reduce its exposure to
    currency fluctuations.

                                       12PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

    Results of Operations

    Third Quarter 1997 Compared With Third Quarter 1996

        Revenues increased 12% to $118.2 million in the third quarter of
    1997 from $105.8 million in the third quarter of 1996, primarily due to
    the acquisition of Spectronic, effective March 12, 1997 (Note 2).
    Excluding the effect of foreign currency translation, acquisitions added
    revenues of $13.3 million in 1997 and revenues from existing operations
    increased $3.5 million, primarily due to increased product demand at
    Nicolet and VG Systems. These increases were offset in part by a $4.4
    million decrease due to the unfavorable effects of currency translation
    as a result of the strengthening in value of the U.S. dollar relative to
    currencies in foreign countries in which the Company operates.

        The gross profit margin increased to 46% in the third quarter of
    1997 from 45% in the third quarter of 1996, primarily due to margin
    improvements at ARL and VG Systems and, to a lesser extent, the inclusion
    of higher-margin Spectronic revenues, specifically from its gratings
    products.

        Selling, general, and administrative expenses as a percentage of
    revenues decreased to 24% in the third quarter of 1997 from 26% in the
    third quarter of 1996, primarily due to reduced selling and
    administrative costs at Mattson and Unicam and, to a lesser extent, the
    integration of ARL and VG Elemental products into the Company's existing
    North American and European distribution channels.

        Research and development expenses as a percentage of revenues were
    unchanged at 6% in the third quarter of 1997 and 1996.

        Interest income decreased to $1.4 million in the third quarter of
    1997 from $1.6 million in the third quarter of 1996, due to lower
    invested cash balances as a result of cash used to fund acquisitions.
    Interest expense increased to $3.2 million in 1997 from $1.7 million in
    1996, primarily due to interest paid to Thermo Instrument in connection
    with the acquisitions of VG Systems and Spectronic (Note 2); interest
    expense incurred on borrowings from Thermo Electron Corporation to
    finance the acquisitions of VG Systems and Spectronic (Note 2); and the
    inclusion of interest on short- and long-term borrowings at acquired
    businesses. 

        The effective tax rate was 42% in the third quarter of 1997,
    compared with 43% in the third quarter of 1996. The effective tax rates
    exceeded the statutory federal income tax rate primarily due to the
    impact of state income taxes, nondeductible amortization of cost in
    excess of net assets of acquired companies, and the inability to provide
    a tax benefit on foreign losses, offset in part by the tax benefit
    associated with a foreign sales corporation.

                                       13PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

    First Nine Months 1997 Compared With First Nine Months 1996

        Revenues increased 20% to $341.4 million in the first nine months of
    1997 from $283.4 million in the first nine months of 1996, primarily due
    to the acquisitions of ARL, VG Elemental, and VG Systems, effective March
    29, 1996, and Spectronic, effective March 12, 1997 (Note 2). Acquisitions
    added revenues of $70.0 million in 1997. In addition, increased revenues
    resulting from greater product demand at Nicolet and VG Systems were more
    than offset by the inclusion in 1996 of several large nonrecurring sales
    to the Chinese and Japanese governments and the elimination of certain
    unprofitable product lines at companies acquired in late 1995 and 1996.
    Revenues decreased $8.2 million due to the unfavorable effects of
    currency translation as a result of the strengthening in value of the
    U.S. dollar relative to currencies in foreign countries in which the
    Company operates.

        The gross profit margin increased to 46% in the first nine months of
    1997 from 45% in the first nine months of 1996, primarily due to the
    reasons discussed in the results of operations for the third quarter.

        Selling, general, and administrative expenses as a percentage of
    revenues decreased to 25% in the first nine months of 1997 from 27% in
    the first nine months of 1996, primarily due to the reasons discussed in
    the results of operations for the third quarter.

        Research and development expenses as a percentage of revenues were
    unchanged at 6% in the first nine months of 1997 and 1996.

        Interest income decreased to $3.2 million in the first nine months
    of 1997 from $4.3 million in the first nine months of 1996, primarily due
    to lower invested cash balances as a result of cash used to fund
    acquisitions. Interest expense increased to $7.1 million in 1997 from
    $5.0 million in 1996, primarily due to the reasons discussed in the
    results of operations for the third quarter.

        The effective tax rate was 43% in the first nine months of 1997,
    compared with 42% in the first nine months of 1996. The effective tax
    rates exceeded the statutory federal income tax rate primarily due to the
    impact of state income taxes, nondeductible amortization of cost in
    excess of net assets of acquired companies, and the inability to provide
    a tax benefit on foreign losses, offset in part by the tax benefit
    associated with a foreign sales corporation.

    Liquidity and Capital Resources

        Consolidated working capital was $56.5 million at September 27,
    1997, compared with $57.0 million at December 28, 1996. Included in
    working capital are cash and cash equivalents of $51.6 million at
    September 27, 1997, compared with $66.3 million at December 28, 1996.
    Cash provided by operating activities was $43.7 million for the first
    nine months of 1997. During this period, the Company used $4.5 million of
    cash to fund an increase in inventories, primarily to support the
    distribution of ARL and VG Elemental products through certain of the
    Company's existing distribution channels. This change in distribution

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<PAGE>
                            THERMO OPTEK CORPORATION

    Liquidity and Capital Resources (continued)

    channels also contributed to a reduction in amounts due from affiliated
    companies of $17.4 million and an increase in accounts receivable of
    $11.4 million.
   
        The Company's investing activities used $94.9 million of cash in the
    first nine months of 1997. During this period, the Company used $91.0
    million of cash for acquisitions, net of cash acquired (Note 2). The
    Company expended $5.3 million for the purchase of property, plant, and
    equipment and plans to expend an additional $1.8 million for such
    purchases in the remainder of 1997. 

        The Company's financing activities provided $37.4 million of cash in
    the first nine months of 1997. To partially finance the acquisitions of
    VG Systems and Spectronic, the Company borrowed $40.0 million from Thermo
    Electron pursuant to a promissory note due August 1998 (Note 2). In
    addition, Thermo Vision borrowed $3.8 million from Thermo Electron to
    finance an acquisition, pursuant to a promissory note due July 2000
    (Note 2). These notes bear interest at the 90-day Commercial Paper
    Composite Rate plus 25 basis points, set at the beginning of each
    quarter.

        The Company used $6.4 million of cash in the first nine months of
    1997 for the repayment of short- and long-term borrowings.

        Although the Company expects to have positive cash flow from its
    existing operations, the Company may require significant amounts of cash
    for any acquisition of complementary businesses. The Company expects that
    it will finance any such acquisitions through a combination of internal
    funds, additional debt or equity financing from capital markets, or
    short-term borrowings from Thermo Instrument or Thermo Electron, although
    it has no agreement with these companies to ensure that funds will be
    available on acceptable terms or at all, except as described above. The
    Company believes its existing resources are sufficient to meet the
    capital requirements of its existing operations for the foreseeable
    future.

    PART II - OTHER INFORMATION

    Item 2 - Use of Proceeds

        The Company sold 3,450,000 shares of its common stock pursuant to a
    Registration Statement on Form S-1 (file No. 333-03630), which was
    declared effective by the Securities and Exchange Commission on June 6,
    1996. The managing underwriters of the offering were NatWest Securities
    Limited, Lehman Brothers, Cazenove & Co., and Fahnestock & Co., Inc. The
    aggregate gross proceeds of the offering were $46,575,000. The Company's
    total expenses in connection with the offering were $3,638,000, of which
    $3,027,000 was for underwriting discounts and commissions and $611,000
    was for other expenses paid to persons other than directors or officers
    of the Company, persons owning more than 10 percent of any class of
    equity securities of the Company, or affiliates of the Company. The
    Company's net proceeds from the offering were $42,937,000. In November
    1996, the Company expended such net proceeds, together with other funds,
    for the acquisition of A.R.L. Applied Research Laboratories S.A. and VG
    Elemental from Thermo Instrument.
                                       15PAGE
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                            THERMO OPTEK CORPORATION

    Item 6 - Exhibits and Reports on Form 8-K

    (a)  Exhibits

        See Exhibit Index on the page immediately preceding exhibits.

    (b)  Reports on Form 8-K

        On August 14, 1997, the Company filed a Current Report on Form 8-K
    pertaining to its acquisitions of VG Systems Limited and Spectronic
    Instruments, Inc., both of which were wholly owned subsidiaries of the
    Company's parent, Thermo Instrument Systems Inc. On October 10, 1997, the
    Company filed an amendment on Form 8-K/A, the purpose of which was to
    indicate that financial information was not required concerning these
    acquisitions.

                                       16PAGE
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                            THERMO OPTEK CORPORATION

                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934,
    the Registrant has duly caused this report to be signed on its behalf by
    the undersigned thereunto duly authorized as of the 5th day of November
    1997.

                                           THERMO OPTEK CORPORATION



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



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

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                            THERMO OPTEK CORPORATION

                                  EXHIBIT INDEX


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

      10         $3,800,000 Promissory Note dated as of July 14, 1997,
                 issued by Thermo Vision Corporation to Thermo Electron
                 Corporation.

      11         Statement re: Computation of Earnings per Share.

      27         Financial Data Scedule.