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 June 28, 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 July 25, 1997
        ----------------------------       ----------------------------
        Common Stock, $.01 par value                48,450,638
PAGE
<PAGE>
    PART I - FINANCIAL INFORMATION

    Item 1 - Financial Statements


                            THERMO OPTEK CORPORATION

                           Consolidated Balance Sheet
                                   (Unaudited)

                                     Assets


                                                      June 28, December 28,
    (In thousands)                                        1997         1996
    -----------------------------------------------------------------------
    Current Assets:
      Cash and cash equivalents                       $ 81,771     $ 66,292
      Accounts receivable, less allowances of
        $5,793 and $4,997                               95,062       88,559
      Inventories:
        Raw materials and supplies                      39,955       34,381
        Work in process                                 15,194       13,557
        Finished goods                                  27,534       26,354
      Prepaid expenses                                   6,909        6,371
      Prepaid income taxes                              15,238       15,254
                                                      --------     --------
                                                       281,663      250,768
                                                      --------     --------

    Property, Plant, and Equipment, at Cost             90,161       83,296
      Less: Accumulated depreciation and
            amortization                                27,267       23,271
                                                      --------     --------
                                                        62,894       60,025
                                                      --------     --------
    Patents and Other Assets                             9,412       10,232
                                                      --------     --------
    Cost in Excess of Net Assets of Acquired
      Companies (Note 2)                               263,340      234,447
                                                      --------     --------
                                                      $617,309     $555,472
                                                      ========     ========

                                        2PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

                     Consolidated Balance Sheet (continued)
                                   (Unaudited)

                    Liabilities and Shareholders' Investment


                                                     June 28,   December 28,
    (In thousands except share amounts)                  1997           1996
    ------------------------------------------------------------------------
    Current Liabilities:
      Notes payable and current maturities of
        long-term obligations                        $ 21,178       $ 27,736
      Accounts payable                                 26,277         28,920
      Accrued payroll and employee benefits            11,930         12,809
      Accrued installation and warranty expenses       21,034         21,088
      Accrued income taxes                             18,801         14,379
      Deferred revenue                                 19,921         15,331
      Other accrued expenses (Note 2)                  36,828         45,379
      Due to affiliated companies (Note 2)             85,197         28,167
                                                     --------       --------
                                                      241,166        193,809
                                                     --------       --------
    Deferred Income Taxes                              13,805         13,865
                                                     --------       --------
    Other Deferred Items                                3,233          3,413
                                                     --------       --------
    Long-term Obligations:
      5% Subordinated convertible debentures           96,250         96,250
      Other                                             1,792            528
                                                     --------       --------
                                                       98,042         96,778
                                                     --------       --------

    Shareholders' Investment:
      Common stock, $.01 par value, 100,000,000
        shares authorized; 48,450,000 shares
        issued and outstanding                            485            485
      Capital in excess of par value                  222,123        222,123
      Retained earnings (Note 2)                       41,688         24,773
      Cumulative translation adjustment                (3,233)           226
                                                     --------       --------
                                                      261,063        247,607
                                                     --------       --------
                                                     $617,309       $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
                                                     -----------------------
                                                     June 28,       June 29,
    (In thousands except per share amounts)              1997           1996
    ------------------------------------------------------------------------
    Revenues                                         $117,017       $107,888
                                                     --------       --------

    Costs and Operating Expenses:
      Cost of revenues                                 63,159         62,053
      Selling, general, and administrative
        expenses                                       28,649         28,334
      Research and development expenses                 6,568          6,779
                                                     --------       --------
                                                       98,376         97,166
                                                     --------       --------

    Operating Income                                   18,641         10,722

    Interest Income                                       912          1,143
    Interest Expense                                   (2,091)        (1,718)
                                                     --------       --------
    Income Before Provision for Income Taxes           17,462         10,147
    Provision for Income Taxes                          7,683          4,090
                                                     --------       --------
    Net Income                                       $  9,779       $  6,057
                                                     ========       ========
    Earnings per Share:
      Primary                                        $    .20       $    .13
                                                     ========       ========
      Fully diluted                                  $    .19       $    .13
                                                     ========       ========
    Weighted Average Shares:
      Primary                                          48,450         45,758
                                                     ========       ========
      Fully diluted                                    54,949         45,758
                                                     ========       ========


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

                                        4PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

                        Consolidated Statement of Income
                                   (Unaudited)


                                                         Six Months Ended
                                                     -----------------------
                                                     June 28,       June 29,
    (In thousands except per share amounts)              1997           1996
    ------------------------------------------------------------------------
    Revenues                                         $223,192       $177,556
                                                     --------       --------

    Costs and Operating Expenses:
      Cost of revenues                                119,943         97,813
      Selling, general, and administrative
        expenses                                       55,428         49,660
      Research and development expenses                12,975         11,713
                                                     --------       --------
                                                      188,346        159,186
                                                     --------       --------

    Operating Income                                   34,846         18,370

    Interest Income                                     1,805          2,684
    Interest Expense                                   (3,884)        (3,309)
                                                     --------       --------
    Income Before Provision for Income Taxes           32,767         17,745
    Provision for Income Taxes                         14,090          7,392
                                                     --------       --------
    Net Income                                       $ 18,677       $ 10,353
                                                     ========       ========

    Earnings per Share:
      Primary                                        $    .39       $    .23
                                                     ========       ========
      Fully diluted                                  $    .37       $    .23
                                                     ========       ========
    Weighted Average Shares: 
      Primary                                          48,450         45,458
                                                     ========       ========
      Fully diluted                                    54,983         45,458
                                                     ========       ========


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

                                        5PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

                      Consolidated Statement of Cash Flows
                                  (Unaudited)


                                                        Six Months Ended
                                                     ----------------------
                                                     June 28,      June 29,
   (In thousands)                                        1997          1996
   ------------------------------------------------------------------------
   Operating Activities:
     Net income                                      $ 18,677      $ 10,353
     Adjustments to reconcile net income to net
       cash provided by operating activities:
         Depreciation and amortization                  7,947         6,006
         Provision for losses on accounts
           receivable                                     114           781
         Other noncash expenses                           827           979
         Changes in current accounts, excluding
           the effects of acquisitions:
             Accounts receivable                       (5,260)        4,789
             Inventories                               (8,036)          503
             Other current assets                           4          (339)
             Accounts payable                          (4,535)       (7,960)
             Due to affiliated companies               17,738        (5,322)
             Other current liabilities                    540           925
         Other                                            264           233
                                                     --------      --------
   Net cash provided by operating activities           28,280        10,948
                                                     --------      --------
   Investing Activities:
     Acquisitions, net of cash acquired                (2,161)      (12,074)
     Purchases of property, plant, and equipment       (3,624)       (3,005)
     Cash payment to parent company for
       acquisition of Mattson and Unicam                    -       (36,558)
     Other                                               (136)          (40)
                                                     --------      --------
   Net cash used in investing activities               (5,921)      (51,677)
                                                     --------      --------
   Financing Activities:
     Net proceeds from issuance of Company
       common stock                                         -        37,255
     Decrease in short-term obligations, net           (6,620)       (5,639)
     Repayment of long-term obligations                  (210)         (386)
                                                     --------      --------
   Net cash provided by (used in) financing
     activities                                        (6,830)       31,230
                                                     --------      --------
   Exchange Rate Effect on Cash                           (50)         (405)
                                                     --------      --------
                                                        
   Increase (Decrease) in Cash and Cash Equivalents    15,479        (9,904)
   Cash and Cash Equivalents at Beginning of
     Period                                            66,292       116,890
                                                     --------      --------
   Cash and Cash Equivalents at End of Period        $ 81,771      $106,986
                                                     ========      ========
                                        6PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

                Consolidated Statement of Cash Flows (continued)
                                  (Unaudited)


                                                        Six Months Ended
                                                     ----------------------
                                                     June 28,      June 29,
   (In thousands)                                        1997          1996
   ------------------------------------------------------------------------
   Noncash Activities:
     Fair value of assets of acquired companies      $ 46,659      $186,889
     Cash paid for acquired companies                  (3,017)      (16,869)
     Due to affiliated company for
       acquired companies                             (40,319)     (100,742)
                                                     --------      --------
       Liabilities assumed of acquired companies     $  3,323      $ 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 June
   28, 1997, the results of operations for the three- and six-month periods
   ended June 28, 1997, and June 29, 1996, and the cash flows for the
   six-month periods ended June 28, 1997, and June 29, 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.

       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

                                        8PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

   2.  Acquisitions (continued)

   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. 
  
       In March 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 consists of $20,760,000 in cash and the
   assumption of $19,559,000 in debt, subject to a post-closing adjustment.
   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 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.

       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 $28,507,000, which is being amortized over 40 years.

       Due to affiliated companies in the accompanying 1997 balance sheet
   includes $85.9 million payable to Thermo Instrument for the acquistion of
   VG Systems and Spectronic. The Company expects to repay this debt, with
   interest, in the third quarter of 1997. In August 1997, the Company
   borrowed $40.0 million from Thermo Electron Corporation (Thermo Electron)
   pursuant to a promissory note due July 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 will use the proceeds from the
   note and available cash to pay Thermo Instrument for the acquisitions.

       During 1997, the Company acquired two additional companies, for an
   aggregate $2,161,000 in cash, net of cash acquired, which were accounted
   for using the purchase method of accounting. Allocation of the purchase

                                        9PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

   2.  Acquisitions (continued)

   price for these acquisitions was based on an estimate of the fair value
   of the net assets acquired.

          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      Six Months
                                             Ended             Ended
                                          ------------ -------------------
                                            June 29,   June 28,   June 29,
   (In thousands except per share amounts)      1996       1997       1996
   -----------------------------------------------------------------------
   Revenues                                 $115,669   $227,838   $204,857
   Net income                                  6,041     16,928      7,176
   Earnings per share: 
     Primary                                     .13        .35        .16
     Fully diluted                               .13        .33        .16
      
       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. During
   the first six months of 1997, the Company expended $1,249,000 at its
   Mattson and Unicam subsidiaries and $3,027,000 at its VG Systems, ARL,
   and VG Elemental subsidiaries for restructuring costs. These expenditures
   consisted primarily of severance and abandoned-facility payments. 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.
   In connection with finalizing its restructuring plan for VG Systems, ARL,
   and VG Elemental, the Company reduced acquisition reserves by $1,073,000
   in 1997. This amount was recorded as a decrease in cost in excess of net
   assets of acquired companies. The remaining reserve balance as of June
   28, 1997, of $5,872,000 for all of the businesses referred to above is
   for ongoing severance and abandoned facility payments. As of June 28,
   1997, the Company had accrued a total of $7,041,000 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.
                                       10PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

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

   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.
 
   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
   (Nicolet), 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 electro-optical
   instruments and components, 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 (VG
   Systems), 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. (Spectronic), 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
   systems, analytical instruments, and lasers. 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 out 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 spinout in 1997. The Company is seeking a Letter Ruling
   from the Internal Revenue Service stating that this proposed spinout
   would have no current tax effect on the Company or its shareholders. The
   Company would distribute the shares upon receipt of the Letter Ruling and
   satisfaction of other conditions, including the listing of the Thermo 

                                       11PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

   Overview (continued)

   Vision shares on the American Stock Exchange. Thermo Vision, which
   includes Oriel and Corion, had revenues of $30.4 million in 1996.

       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.

   Results of Operations

   Second Quarter 1997 Compared With Second Quarter 1996

       Revenues increased 8% to $117.0 million in the second quarter of 1997
   from $107.9 million in the second quarter of 1996, primarily due to the
   acquisition of Spectronic, effective March 12, 1997 (Note 2).
   Acquisitions added revenues of $13.8 million in 1997. This increase was
   offset in part by a $2.4 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, and a $2.3 million decrease, primarily due to the
   elimination of certain unprofitable product lines at companies acquired
   in late 1995 and 1996.

       The gross profit margin increased to 46% in the second quarter of
   1997 from 42% in the second quarter of 1996, primarily due to margin
   improvements at ARL and VG Systems and 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 second quarter of 1997 from 26% in the
   second quarter of 1996, primarily due to efforts to reduce selling and
   administrative costs at Mattson and Unicam and 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 second quarter of 1997 and 1996.

       Interest income decreased to $0.9 million in the second quarter of
   1997 from $1.1 million in the second quarter of 1996 due to lower
   balances as a result of cash used to fund acquisitions. Interest expense
   increased to $2.1 million in 1997, from $1.7 million in 1996, due to the
   inclusion of interest on short- and long-term borrowings at acquired
   businesses. Interest income will decrease and interest expense will
   increase as a result of the cash payment the Company expects to make and
   the short-term borrowings the Company made in August 1997 in connection
   with the acquisitions of VG Systems and Spectronic (Note 2).

                                       12PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

   Second Quarter 1997 Compared With Second Quarter 1996 (continued)

       The effective tax rate was 44% in the second quarter of 1997,
   compared with 40% in the second 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. The increase in the
   effective rate in 1997 was primarily due to higher nondeductible
   amortization of cost in excess of net assets of acquired companies.

   First Six Months 1997 Compared With First Six Months 1996

       Revenues increased 26% to $223.2 million in the first six months of
   1997 from $177.6 million in the first six 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 $56.7 million in 1997. This increase was offset in part
   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.
   In addition, revenues decreased $3.8 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 six months of
   1997 from 45% in the first six months of 1996, primarily due to the
   reasons discussed in the results of operations for the second quarter.
      
       Selling, general, and administrative expenses as a percentage of
   revenues decreased to 25% in the first six months of 1997 from 28% in the
   first six months of 1996, primarily due to the reasons discussed in the
   results of operations for the second quarter.

       Research and development expenses as a percentage of revenues
   decreased to 6% in the first six months of 1997 from 7% in the first six
   months of 1996, primarily due to the completion of certain research
   projects at TJA and Unicam.

       Interest income decreased to $1.8 million in the first six months of
   1997 from $2.7 million in the first six months of 1996 due to lower
   invested balances as a result of cash used to fund acquisitions. Interest
   expense increased to $3.9 million in 1997, from $3.3 million in 1996, due
   to the inclusion of interest on short- and long-term borrowings at
   acquired businesses.

       The effective tax rate was 43% in the first six months of 1997,
   compared with 42% in the first six 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.

                                       13PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

   Liquidity and Capital Resources

       Consolidated working capital was $40.5 million at June 28, 1997,
   compared with $57.0 million at December 28, 1996. Included in working
   capital are cash and cash equivalents of $81.8 million at June 28, 1997,
   compared with $66.3 million at December 28, 1996. Cash provided by
   operating activities was $28.3 million for the first six months of 1997.
   During this period, the Company used $8.0 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 channels also
   contributed to a reduction in amounts due from affiliated companies of
   $17.8 million and an increase in accounts receivable of $5.3 million. The
   Company's investing activities used $5.9 million of cash in the first six
   months of 1997. During this period, the Company used $2.2 million of cash
   for acquisitions, net of cash acquired. The Company expended $3.6 million
   for the purchase of property, plant, and equipment and plans to expend an
   additional $4.0 million for such purchases in the remainder of 1997.

       In July 1997, the Company agreed to purchase two businesses from
   Thermo Instrument, VG Systems for $45.5 million in cash, and Spectronic
   for $20.8 million in cash and the assumption of $19.6 million in debt
   (Note 2). Due to affiliated companies in the accompanying 1997 balance
   sheet includes $85.9 million payable to Thermo Instrument for these
   acquired companies. The Company expects to repay this debt, with
   interest, in the third quarter of 1997. In August 1997, the Company
   borrowed $40.0 million from Thermo Electron pursuant to a promissory note
   due July 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 will use the proceeds from the note and available
   cash to pay Thermo Instrument for the acquisitions.

       The Company used $6.8 million of cash in the first six 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.

                                       14PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

   PART II - OTHER INFORMATION

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

       On June 2, 1997, at the Annual Meeting of Stockholders, the
   Stockholders elected five incumbent directors to a one-year term expiring
   in 1998. The Directors elected at the meeting were: Dr. George N.
   Hatsopoulos, Mr. Stephen R. Levy, Mr. Earl R. Lewis, Mr. Robert A.
   McCabe, and Mr. Arvin H. Smith. Dr. Hatsopoulos, Mr. Lewis, and Mr. Smith
   each received 47,485,658 shares voted in favor of his election and 3,600
   shares voted against. Mr. Levy and Mr. McCabe each received 47,486,158
   shares voted in favor of his election and 3,100 shares voted against. No
   abstentions or broker nonvotes were recorded on the election of
   directors.

       At the Annual Meeting of Stockholders, the Stockholders also approved
   a proposal to adopt an employees' stock purchase plan and to reserve
   100,000 shares of the Company's common stock for issuance thereunder as
   follows: 47,458,708 shares voted in favor of the proposal, 6,200 shares
   voted against the proposal, and 24,350 shares abstained. No broker
   nonvotes were recorded on the proposal.

   Item 6 - Exhibits

       See Exhibit Index on the page immediately preceding exhibits.

                                       15PAGE
<PAGE>
                            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 6th day of August
   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

                                       16PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

                                 EXHIBIT INDEX


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

      2         Share purchase agreement dated as of July 30, 1997,
                between the Company and Thermo Instrument Systems Inc.

     10         $40,000,000 Promissory Note dated as of August 5, 1997,
                issued by the Company to Thermo Electron Corporation.

     11         Statement re: Computation of Earnings per Share.

     27         Financial Data Schedule.