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 March 29, 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 April 25, 1997
        ----------------------------       -----------------------------
        Common Stock, $.01 par value                  48,450,000
PAGE
<PAGE>
    PART I - FINANCIAL INFORMATION

    Item 1 - Financial Statements

                            THERMO OPTEK CORPORATION

                           Consolidated Balance Sheet
                                   (Unaudited)

                                     Assets


                                                     March 29, December 28,
    (In thousands)                                        1997         1996
    -----------------------------------------------------------------------
    Current Assets:
      Cash and cash equivalents                       $ 61,500     $ 63,641
      Accounts receivable, less allowances of
        $4,526 and $4,436                               81,901       79,568
      Inventories:
        Raw materials and supplies                      29,907       27,865
        Work in process                                 11,673       10,353
        Finished goods                                  21,900       24,466
      Prepaid expenses                                   7,467        5,961
      Prepaid income taxes                              15,223       15,254
      Due from affiliated companies                      1,376       11,919
                                                      --------     --------
                                                       230,947      239,027
                                                      --------     --------

    Property, Plant, and Equipment, at Cost             75,306       75,607
      Less: Accumulated depreciation and
            amortization                                23,236       22,021
                                                      --------     --------
                                                        52,070       53,586
                                                      --------     --------
    Patents and Other Assets                             9,825       10,232
                                                      --------     --------
    Cost in Excess of Net Assets of Acquired
      Companies                                        199,979      195,513
                                                      --------     --------
                                                      $492,821     $498,358
                                                      ========     ========



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<PAGE>
                            THERMO OPTEK CORPORATION

                     Consolidated Balance Sheet (continued)
                                   (Unaudited)

                    Liabilities and Shareholders' Investment


                                                    March 29,   December 28,
    (In thousands except share amounts)                  1997           1996
    ------------------------------------------------------------------------
    Current Liabilities:
      Notes payable and current maturities of
        long-term obligations                        $ 20,116       $ 27,736
      Accounts payable                                 21,606         23,101
      Accrued payroll and employee benefits            11,038         11,494
      Accrued commissions                               5,965          6,377
      Accrued installation and warranty expenses       12,828         11,953
      Accrued income taxes                             10,929         12,425
      Deferred revenue                                 19,362         14,568
      Other accrued expenses (Note 2)                  26,423         27,484
                                                     --------       --------
                                                      128,267        135,138
                                                     --------       --------
    Deferred Income Taxes                              13,741         13,865
                                                     --------       --------
    Other Deferred Items                                3,323          3,413
                                                     --------       --------
    Long-term Obligations:
      5% Subordinated convertible debentures           96,250         96,250
      Other                                               495            528
                                                     --------       --------
                                                       96,745         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                                35,412         28,663
      Cumulative translation adjustment                (7,275)        (2,107)
                                                     --------       --------
                                                      250,745        249,164
                                                     --------       --------
                                                     $492,821       $498,358
                                                     ========       ========


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


                                        3PAGE
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                            THERMO OPTEK CORPORATION

                        Consolidated Statement of Income
                                   (Unaudited)


                                                       Three Months Ended
                                                    ------------------------
                                                    March 29,      March 30,
    (In thousands except per share amounts)              1997           1996
    ------------------------------------------------------------------------
    Revenues                                         $ 88,754       $ 69,668
                                                     --------       --------

    Costs and Operating Expenses:
      Cost of revenues                                 46,483         35,760
      Selling, general, and administrative
        expenses                                       24,406         21,326
      Research and development expenses                 5,433          4,934
                                                     --------       --------
                                                       76,322         62,020
                                                     --------       --------

    Operating Income                                   12,432          7,648

    Interest Income                                       888          1,541
    Interest Expense                                   (1,683)        (1,591)
                                                     --------       --------
    Income Before Provision for Income Taxes           11,637          7,598
    Provision for Income Taxes                          4,888          3,302
                                                     --------       --------
    Net Income                                       $  6,749       $  4,296
                                                     ========       ========
    Earnings per Share                               $    .14       $    .10
                                                     ========       ========
    Weighted Average Shares                            48,450         45,157
                                                     ========       ========


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


                                        4PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

                      Consolidated Statement of Cash Flows
                                  (Unaudited) 


                                                      Three Months Ended
                                                   -------------------------
                                                  March 29,        March 30,
    (In thousands)                                     1997             1996
    ------------------------------------------------------------------------
    Operating Activities:
      Net income                                   $  6,749         $  4,296
      Adjustments to reconcile net income to net
        cash provided by operating activities:
          Depreciation and amortization               3,191            2,239
          Provision for losses on accounts
            receivable                                   77              642
          Other noncash expenses                        415              501
          Changes in current accounts, excluding
            the effects of acquisitions:
              Accounts receivable                    (3,579)           2,128
              Inventories                            (5,547)          (1,388)
              Other current assets                    7,629              334
              Accounts payable                       (1,470)          (4,182)
              Other current liabilities               2,563            6,171
          Other                                          89              110
                                                   --------         --------
    Net cash provided by operating activities        10,117           10,851
                                                   --------         --------
    Investing Activities:
      Acquisitions, net of cash acquired             (2,571)         (15,477)
      Purchases of property, plant, and equipment    (1,828)          (1,595)
      Other                                              94               91
                                                   --------         --------
    Net cash used in investing activities            (4,305)         (16,981)
                                                   --------         --------
    Financing Activities:
      Decrease in short-term obligations, net        (7,452)            (693)
      Repayment of long-term obligations               (115)             (90)
                                                   --------         --------
    Net cash used in financing activities            (7,567)            (783)
                                                   --------         --------
    Exchange Rate Effect on Cash                       (386)            (188)
                                                   --------         --------
    Decrease in Cash and Cash Equivalents            (2,141)          (7,101)
    Cash and Cash Equivalents at Beginning 
      of Period                                      63,641          116,890
                                                   --------         --------
    Cash and Cash Equivalents at End of Period     $ 61,500         $109,789
                                                   ========         ========


                                        5PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

                Consolidated Statement of Cash Flows (continued)
                                  (Unaudited) 


                                                      Three Months Ended
                                                   -------------------------
                                                  March 29,        March 30,
    (In thousands)                                     1997             1996
    ------------------------------------------------------------------------
    Noncash Activities:
      Fair value of assets of acquired companies   $  6,067         $133,312
      Cash paid for acquired companies               (3,017)         (16,869)
      Amount due to parent company for
        acquisitions                                      -          (55,196)
                                                   --------         --------
        Liabilities assumed of acquired companies  $  3,050         $ 61,247
                                                   ========         ========


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










                                        6PAGE
<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 March
    29, 1997, the results of operations for the three-month periods ended
    March 29, 1997, and March 30, 1996, and the cash flows for the
    three-month periods ended March 29, 1997, and March 30, 1996. Interim
    results are not necessarily indicative of results for a full year.

        The consolidated balance sheet presented as of December 28, 1996, has
    been derived from the consolidated financial statements that have been
    audited by the Company's independent public accountants. 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, as amended, for the fiscal year ended December 28,
    1996, filed with the Securities and Exchange Commission.

    2.  Restructuring Activities

        In connection with the acquisitions of 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 had undertaken a restructuring of the acquired businesses.
    During 1997, the Company expended $681,000 at its Mattson and Unicam
    subsidiaries and $1,654,000 at its 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 ARL and VG Elemental in
    1997. In connection with finalizing its restructuring plan for ARL and VG
    Elemental, the Company recorded an additional $1,396,000 of acquisition
    reserves in 1997, primarily for severance, termination fees to former
    distribution agents, and abandonment of excess facilities. This amount
    was recorded as an increase in cost in excess of net assets of acquired
    companies. The remaining reserve balance of $5,267,000 for all of these
    acquired businesses is for ongoing severance and abandoned facility
    payments. As of March 29, 1997, the Company had accrued a total of
    $6,787,000 for restructuring costs for all of its acquisitions, including
    those discussed above. These reserves are included in other accrued
    expenses in the accompanying 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.

                                        7PAGE
<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, as amended,
    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, the Company acquired five additional companies, summarized
    below, significantly increasing 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. Effective December 1, 1995, the Company
    acquired Mattson Instruments, a manufacturer of FT-IR spectroscopy
    instruments, and Unicam, a manufacturer of AA and ultraviolet/visible
    spectroscopy instruments, from Thermo Instrument Systems Inc., the
    majority owner of the Company. 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., a manufacturer of
    wavelength-dispersive X-ray fluorescence instruments and arc/spark atomic
    emission spectrometers, and VG Elemental, a manufacturer of inductively
    coupled plasma/mass spectrometers, from Thermo Instrument. 

        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
    September 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 Vision shares on the American Stock Exchange.

                                        8PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

    Overview (continued)

    Thermo Vision, which includes Oriel and Corion, had revenues of $30.5
    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

    First Quarter 1997 Compared With First Quarter 1996

        Revenues increased 27% to $88.8 million in the first quarter of 1997
    from $69.7 million in the first quarter of 1996 due to the acquisitions
    of ARL and VG Elemental, effective March 29, 1996, and Oriel and Corion
    in February 1996. Acquisitions added revenues of $25.5 million in 1997.
    This increase was offset in part by the inclusion in 1996 of several
    large non-recurring sales to the Chinese and Japanese governments and the
    elimination of certain unprofitable Unicam product lines. In addition,
    revenues decreased $1.4 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 decreased to 48% in the first quarter of 1997
    from 49% in the first quarter of 1996, primarily due to the inclusion of
    lower-margin revenues from ARL and VG Elemental.

        Selling, general, and administrative expenses as a percentage of
    revenues decreased to 27% in the first quarter of 1997 from 31% in the
    first 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
    decreased to 6% in the first quarter of 1997 from 7% in the first quarter
    of 1996 primarily due to the completion of certain research projects at
    TJA and Unicam.

        Interest income decreased to $0.9 million in the first quarter of
    1997 from $1.5 million in the first quarter of 1996 due to lower invested
    cash balances as a result of cash used to fund acquisitions. Interest
    expense was $1.7 million in 1997, compared with $1.6 million in 1996, and
    primarily represents interest on the Company's 5% subordinated
    convertible debentures.

        The effective tax rate was 42% in the first quarter of 1997, compared
    with 43% in the first quarter of 1996. The effective tax rates exceeded
    the statutory federal income tax rate primarily due to the impact of

                                        9PAGE
<PAGE>
                            THERMO OPTEK CORPORATION

    First Quarter 1997 Compared With First Quarter 1996 (continued)

    state income taxes, the 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 $102.7 million at March 29, 1997,
    compared with $103.9 million at December 28, 1996. Included in working
    capital are cash and cash equivalents of $61.5 million at March 29, 1997,
    compared with $63.6 million at December 28, 1996. Cash provided by
    operating activities was $10.1 million for the first three months of
    1997. During this period, the Company used $5.5 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 channels also
    contributed to a reduction in amounts due from affiliated companies of
    $7.6 million and an increase in accounts receivable of $3.6 million.

        The Company's investing activities used $4.3 million of cash in the
    first three months of 1997. During this period, the Company used $2.6
    million of cash for acquisitions, net of cash acquired. The Company
    expended $1.8 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.

        The Company used $7.6 million of cash in the first three 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
    Corporation, although it has no agreement with these companies to ensure
    that funds will be available on acceptable terms or at all. 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 6 - Exhibits

        See Exhibit Index on the page immediately preceding exhibits.

                                       10PAGE
<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 May 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












                                       11PAGE
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                            THERMO OPTEK CORPORATION

                                  EXHIBIT INDEX


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

      11         Statement re: Computation of Earnings per Share.

      27         Financial Data Schedule.