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 1-14262


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

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

    504 Airport Road
    Santa Fe, New Mexico                                           87504-2108
    (Address of principal executive offices)                       (Zip Code)

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

              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                11,072,100
PAGE
<PAGE>
    PART I - FINANCIAL INFORMATION

    Item 1 - Financial Statements


                         THERMO BIOANALYSIS CORPORATION

                           Consolidated Balance Sheet
                                   (Unaudited)

                                     Assets


                                                September 27,   December 28,
    (In thousands)                                       1997           1996
    ------------------------------------------------------------------------
    Current Assets:
      Cash and cash equivalents                      $ 25,323       $ 45,476
      Accounts receivable, less allowances of
        $4,180 and $991                                30,929         17,265
      Inventories:
        Raw materials and supplies                     12,965          7,473
        Work in process                                 2,472          1,064
        Finished goods                                  9,059          6,055
      Prepaid income taxes                              5,233          2,319
      Prepaid expenses and other current assets         4,531            618
      Due from parent company and affiliates                -            965
                                                     --------       --------
                                                       90,512         81,235
                                                     --------       --------

    Property, Plant, and Equipment, at Cost            23,539         12,129
      Less: Accumulated depreciation and
            amortization                                9,029          6,582
                                                     --------       --------
                                                       14,510          5,547
                                                     --------       --------
    Other Assets                                        3,840          3,098
                                                     --------       --------
    Cost in Excess of Net Assets of Acquired
      Companies (Note 2)                               99,912         33,117
                                                     --------       --------
                                                     $208,774       $122,997
                                                     ========       ========





                                        2PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

                     Consolidated Balance Sheet (continued)
                                  (Unaudited)

                    Liabilities and Shareholders' Investment


                                                 September 27,  December 28,
   (In thousands except share amounts)                    1997          1996
   -------------------------------------------------------------------------
   Current Liabilities:
     Accounts payable                                 $  6,842      $  4,282
     Accrued payroll and employee benefits               6,292         2,616
     Accrued income taxes                                3,686         2,775
     Accrued acquisition expenses (Note 2)               3,347         1,857
     Other accrued expenses                              8,933         5,794
     Deferred revenue                                    3,373         4,161
     Due to parent company and affiliates (Note 2)      10,402             -
                                                      --------      --------
                                                        42,875        21,485
                                                      --------      --------
   Deferred Income Taxes                                   342           196
                                                      --------      --------
   Long-term Obligations:
     Payable to parent company (Note 2)                 50,000             -
     Subordinated convertible note, due to parent
       company                                          50,000        50,000
     Other                                                 226             -
                                                      --------      --------
                                                       100,226        50,000
                                                      --------      --------
   Shareholders' Investment (Note 2):
     Common stock, $.01 par value, 25,000,000
       shares authorized; 11,072,100 and 9,771,500
       shares issued and outstanding                       111            98
     Capital in excess of par value                     64,743        47,882
     Retained earnings                                   7,421         1,707
     Cumulative translation adjustment                  (6,944)        1,629
                                                      --------      --------
                                                        65,331        51,316
                                                      --------      --------
                                                      $208,774      $122,997
                                                      ========      ========


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




                                        3PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

                      Consolidated Statement of Operations
                                  (Unaudited)


                                                   Three Months Ended
                                              ----------------------------
                                              September 27,  September 28,
   (In thousands except per share amounts)             1997           1996
   -----------------------------------------------------------------------
   Revenues                                         $35,855        $19,346
                                                    -------        -------
   Costs and Operating Expenses:
     Cost of revenues                                17,128          9,773
     Selling, general, and administrative expenses   11,181          5,908
     Research and development expenses                3,030          2,110
                                                    -------        -------
                                                     31,339         17,791
                                                    -------        -------

   Operating Income                                   4,516          1,555

   Interest Income                                      236            292
   Interest Expense, Related Party                   (1,375)          (557)
                                                    -------        -------
   Income Before Provision for Income Taxes           3,377          1,290
   Provision for Income Taxes                         1,216            503
                                                    -------        -------
   Net Income                                       $ 2,161        $   787
                                                    =======        =======
   Earnings per Share:
     Primary                                        $   .20        $   .10
                                                    =======        =======
     Fully diluted                                  $   .18        $   .10
                                                    =======        =======

   Weighted Average Shares:
     Primary                                         11,072          8,200
                                                    =======        =======
     Fully diluted                                   14,259          8,200
                                                    =======        =======


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


                                        4PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

                      Consolidated Statement of Operations
                                  (Unaudited)


                                                    Nine Months Ended
                                              -----------------------------
                                               September 27,  September 28,
   (In thousands except per share amounts)              1997           1996
   ------------------------------------------------------------------------
   Revenues                                          $98,718        $49,128
                                                     -------        -------
   Costs and Operating Expenses:
     Cost of revenues                                 48,604         25,879
     Selling, general, and administrative expenses    30,979         14,925
     Research and development expenses                 8,512          5,031
     Write-off of acquired technology                      -          3,500
                                                     -------        -------
                                                      88,095         49,335
                                                     -------        -------

   Operating Income (Loss)                            10,623           (207)

   Interest Income                                     1,681            585
   Interest Expense, Related Party                    (3,371)        (1,225)
                                                     -------        -------
   Income (Loss) Before Provision for Income Taxes     8,933           (847)
   Provision for Income Taxes                          3,219          1,049
                                                     -------        -------
   Net Income (Loss)                                 $ 5,714        $(1,896)
                                                     =======        =======
   Earnings (Loss) per Share:
     Primary                                         $   .53        $  (.23)
                                                     =======        =======
     Fully diluted                                   $   .49        $  (.23)
                                                     =======        =======
   Weighted Average Shares:
     Primary                                          10,724          8,213
                                                     =======        =======
     Fully diluted                                    13,911          8,213
                                                     =======        =======


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




                                        5PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

                      Consolidated Statement of Cash Flows
                                  (Unaudited)


                                                   Nine Months Ended
                                              -----------------------------
                                              September 27,   September 28,
   (In thousands)                                      1997            1996
   ------------------------------------------------------------------------
   Operating Activities:
     Net income (loss)                              $ 5,714        $ (1,896)
     Adjustments to reconcile net income (loss) to
       net cash provided by operating activities:
         Depreciation and amortization                5,020           2,158
         Provision for losses on accounts
           receivable                                   297             118
         Write-off of acquired technology                 -           3,500
         Other                                          (34)              -
         Changes in current accounts, excluding
           the effects of acquisitions:
             Accounts receivable                     (5,286)            355
             Inventories                               (203)             39
             Other current assets                      (912)          1,350
             Accounts payable                        (1,047)          1,178
             Other current liabilities                4,676           2,441
                                                   --------        --------
   Net cash provided by operating activities          8,225           9,243
                                                   --------        --------
   Investing Activities:
     Acquisitions, net of cash acquired (Note 2)    (23,601)        (52,145)
     Adjustment to acquisition purchase price           205               -
     Purchases of property, plant, and equipment     (2,208)           (596)
     Other                                              (57)              -
                                                   --------        --------
   Net cash used in investing activities            (25,661)        (52,741)
                                                   --------        --------
   Financing Activities:
     Net proceeds from issuance of Company common
       stock                                              6          18,557
     Proceeds from issuance of subordinated
       convertible note to parent company                 -          50,000
     Proceeds from issuance of note payable to
       Thermo Electron                                    -          30,000
     Repayment of note payable to Thermo Electron         -         (30,000)
                                                   --------        --------
   Net cash provided by financing activities       $      6        $ 68,557
                                                   --------        --------



                                        6PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

                Consolidated Statement of Cash Flows (continued)
                                  (Unaudited)


                                                   Nine Months Ended
                                              -----------------------------
                                              September 27,   September 28,
   (In thousands)                                      1997            1996
   ------------------------------------------------------------------------
   Exchange Rate Effect on Cash                    $ (2,723)       $     (4)
                                                   --------        --------

   Increase (Decrease) in Cash and Cash Equivalents (20,153)         25,055
   Cash and Cash Equivalents at Beginning of
     Period                                          45,476          17,747
                                                   --------        --------
   Cash and Cash Equivalents at End of Period      $ 25,323        $ 42,802
                                                   ========        ========

   Noncash Activities (Note 2):
     Fair value of assets of acquired companies,
       including cash acquired of $11,982 in 1997  $122,203        $ 68,356
     Cash paid for acquired companies               (35,583)        (52,191)
     Issuance of Company common stock for           
       acquired companies                           (16,868)              -
     Amount payable to parent company               (56,504)              -
                                                   --------        --------
       Liabilities assumed of acquired companies   $ 13,248        $ 16,165
                                                   ========        ========


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







                                       7PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

                   Notes to Consolidated Financial Statements

    1.  General

        The interim consolidated financial statements presented have been
    prepared by Thermo BioAnalysis 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.

        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 for the fiscal year ended December 28, 1996, filed
    with the Securities and Exchange Commission.

    2.  Acquisitions

        In March 1997, Thermo Instrument Systems Inc. (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. On May 6, 1997, the Company agreed to acquire Labsystems
    OY and Hybaid, which comprised the Biosystems Group of LSI, from Thermo
    Instrument. Labsystems OY, based in Finland, manufactures
    microplate-based immunoassay instruments and liquid-handling equipment.
    Hybaid, based in the U.K., manufactures thermal cyclers and consumables
    for DNA amplification. The aggregate purchase price for Labsystems OY and
    Hybaid is approximately $102.5 million, which consists of: a)
    approximately $91.5 million for the net operating assets of the acquired
    businesses plus b) $11.0 million for an equivalent amount of cash held by
    the acquired businesses. The purchase price for the net operating assets
    represents the sum of an estimate of the net tangible book value,
    exclusive of cash, of the businesses as of the date that Thermo
    Instrument acquired LSI, 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 Labsystems OY and Hybaid
    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, exclusive of cash, of the acquired businesses
    and a final calculation of Thermo Instrument's total cost in excess of
    net assets acquired associated with the acquisition of LSI.

        Of the $102.5 million aggregate purchase price, the Company paid
    $35.6 million in cash to Thermo Instrument in June 1997, has debt to
    Thermo Instrument of $50.0 million, and will issue to Thermo
                                        8PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

    2.  Acquisitions (continued)

    Instrument 1,300,000 shares of Company common stock (valued at $16.9
    million at the time of the May 1997 agreement to acquire Labsystems OY
    and Hybaid). The $50.0 million debt component of the purchase price,
    which bears interest at the 90-day Commercial Paper Composite Rate plus
    25 basis points, set at the beginning of each quarter, is due on July 15,
    1999. Issuance of the common stock component of the purchase price will
    occur immediately after the listing upon the American Stock Exchange of
    the 1,300,000 shares of Company common stock issuable to Thermo
    Instrument, which will require approval by the Company's shareholders.
    Because Thermo Instrument is the Company's majority shareholder and
    intends to vote its shares in favor of such listing, the approval is
    assured.

        Because the Company, Labsystems OY, and Hybaid 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 Labsystems OY and Hybaid from
    March 12, 1997, the date these businesses were acquired by Thermo
    Instrument, and the shares issuable subject to shareholder vote have been
    deemed outstanding from that date. 

        On July 30, 1997, the Company agreed to acquire Labsystems Japan from
    Thermo Instrument for $5.9 million in cash. The purchase price for
    Labsystems Japan was determined in a manner similar to that for
    Labsystems OY and Hybaid, and is subject to a comparable post-closing
    adjustment. The purchase price for Labsystems Japan is included in "Due
    to parent company and affiliates" in the accompanying 1997 balance sheet,
    and is expected to be paid in the fourth quarter of 1997. Labsystems
    Japan distributes products manufactured by Labsystems OY and other LSI
    companies.  The acquisition of Labsystems Japan has been treated for
    accounting purposes in a manner similar to the acquisition of Labsystems
    OY and Hybaid. Accordingly, the accompanying financial statements include
    the results of Labsystems Japan from March 12, 1997.

        In connection with the acquisition of Labsystems OY, Hybaid, and
    Labsystems Japan, the Company has recorded approximately $73.0 million of
    cost in excess of net assets of acquired companies, which is being
    amortized over 40 years.

        Based on unaudited data, the following table presents selected
    financial information of the Company, Labsystems OY, Hybaid, and
    Labsystems Japan on a pro forma basis, assuming the companies had been
    combined since the beginning of 1996:

                                      Three
                                   Months Ended         Nine Months Ended
                                  --------------      ----------------------
    (In thousands except          Sept. 28,           Sept. 27,   Sept. 28,
    per share amounts)                 1996                1997        1996
    ------------------------------------------------------------------------
    Revenues                        $38,863            $110,669    $104,451
    Net loss                         (2,068)             (1,859)     (6,606)
    Loss per share                     (.22)               (.17)       (.69)
                                        9PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

    2.  Acquisitions (continued)

        The pro forma results are not necessarily indicative of future
    operations or the actual results that would have occurred had the
    acquisitions of Labsystems OY, Hybaid, and Labsystems Japan been made at
    the beginning of 1996.

        In connection with the acquisition of Labsystems OY and Hybaid, the
    Company is in the process of restructuring the acquired businesses. This
    restructuring is expected to include reductions in staffing levels,
    abandonment of excess facilities, and possible other costs associated
    with exiting certain activities of the acquired businesses. In accordance
    with the requirements of Emerging Issues Task Force Pronouncement (EITF)
    95-3, as part of the cost of the acquisition, the Company has established
    reserves totaling $2.5 million for estimated severance, excess-
    facilities, and other exit costs. The Company expended $0.2 million
    during the first nine months of 1997 for these matters. Unresolved
    matters at September 27, 1997, included completing the identification of
    specific employees for termination and locations to be abandoned or
    consolidated, among other decisions concerning the integration of the
    acquired businesses into the Company. In accordance with EITF 95-3,
    finalization of the Company's plan for restructuring the acquired
    businesses will not occur beyond one year from the date of the
    acquisition. Any changes in estimates of these costs prior to such
    finalization will be recorded as adjustments to cost in excess of net
    assets of acquired companies.

        In addition to the restructuring activities described above, during
    1996 the Company had undertaken a restructuring in connection with its
    February 1996 acquisition of Dynex Technologies (Dynex). The Company
    finalized its restructuring plan for Dynex in 1996. During the first nine
    months of 1997, the Company expended $0.8 million for these matters and,
    as of September 27, 1997, had a remaining reserve for the restructuring
    of Dynex of $0.5 million, which represents ongoing severance and
    abandoned-facility payments. As of September 27, 1997, the Company had
    total restructuring reserves of $3.3 million for all its acquisitions,
    including those discussed above.

    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.
                                       10PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

    Overview

        The Company has three principal product lines: life sciences
    instrumentation, consumables, and information management systems. The
    Company's life sciences instrumentation group produces a broad range of
    instruments and consumables based on proprietary immunoassay, optical
    biosensor, polymerase chain reaction (PCR), liquid-handling, mass
    spectrometry, and capillary electrophoresis (CE) technologies. The
    Company's information management systems subsidiary designs, implements,
    and supports laboratory information management systems (LIMS) and
    chromatography data systems.

        The Company's strategy is to develop and market a portfolio of
    instruments, consumables, and information management systems for
    biochemistry and other applications through the acquisition of
    complementary businesses and technologies and through research and
    development of innovative products. The Company was incorporated in
    February 1995. Since then, it acquired Dynex in February 1996, acquired
    Affinity Sensors and LabSystems, effective March 29, 1996, and agreed to
    acquire Labsystems OY, Hybaid, and Labsystems Japan, effective March 12,
    1997 (Note 2).

        The Company sells its products on a worldwide basis. Although the
    Company generally 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
    Third Quarter 1997 Compared With Third Quarter 1996

        Revenues increased to $35.9 million in the third quarter of 1997 from
    $19.3 million in the third quarter of 1996. Revenues increased $16.6
    million due to the acquisitions of the liquid-handling and PCR
    businesses, effective March 12, 1997. In addition, revenues at the
    Company's LIMS and CE businesses increased $1.1 million primarily as a
    result of new product introductions and four direct sales and service
    offices established in the second quarter of 1997. These increases were
    offset in part by a decrease at Dynex of $0.6 million, primarily due to
    the strengthening of the U.S. dollar relative to foreign currencies in
    countries where Dynex operates, and a $0.5 million decrease in revenues
    from the Company's health physics instrumentation division due to
    continued weakness in Department of Energy and nuclear power plant
    spending.

        The gross profit margin increased to 52% in the third quarter of 1997
    from 49% in the third quarter of 1996, primarily due to the inclusion of
    higher-margin revenues from the recently acquired liquid-handling
    business and an increase in sales of higher-margin consumables.

        Selling, general, and administrative expenses as a percentage of
    revenues was 31% in both periods. Research and development expenses
    increased to $3.0 million in the third quarter of 1997 from $2.1 million
    in the third quarter of 1996, primarily due to acquisitions.
                                       11PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION


    Third Quarter 1997 Compared With Third Quarter 1996 (continued)

        Interest income was relatively unchanged at $0.2 million in the third
    quarter of 1997 and $0.3 million in the third quarter of 1996. Interest
    expense, related party, increased to $1.4 million in the third quarter of
    1997 from $0.6 million in the third quarter of 1996, primarily due to
    interest expense on the $50.0 million debt payable to Thermo Instrument
    Systems Inc. (Thermo Instrument) associated with the acquisition of the
    Biosystems Group of Life Sciences International (LSI) (Note 2).

        The effective tax rate was 36% in the third quarter of 1997, compared
    with 39% in the third quarter of 1996. These rates exceed the statutory
    federal income tax rate primarily due to the impact of state income
    taxes. The effective tax rate decreased in the third quarter of 1997,
    primarily due to income from certain newly acquired foreign businesses,
    which are subject to lower tax rates.


    First Nine Months 1997 Compared With First Nine Months 1996

        Revenues increased to $98.7 million in the first nine months of 1997
    from $49.1 million in the first nine months of 1996. Revenues increased
    $50.2 million due to acquisitions. In addition, revenues at the Company's
    CE and LIMS businesses increased $0.8 million due to the reasons
    described in the results of operations for the third quarter. These
    increases were offset in part by decreases in revenues at Dynex and the
    Company's health physics instrumentation division, due to the reasons
    described in the results of operations for the third quarter. 

        The gross profit margin increased to 51% in the first nine months of
    1997 from 47% in the first nine months of 1996, primarily due to the
    inclusion of higher-margin revenues from the recently acquired liquid-
    handling business and the inclusion of higher-margin revenues from the
    Company's LIMS business, acquired effective March 29, 1996, for the full
    period in 1997. These increases were offset in part by the inclusion of
    lower-margin revenues from the recently acquired PCR business.

        Selling, general, and administrative expenses as a percentage of
    revenues increased to 31% in the first nine months of 1997 from 30% in
    the first nine months of 1996. The increase was primarily due to an
    increase in costs in the LIMS business as a result of the opening of four
    sales and service offices in the second quarter of 1997, offset in part
    by lower costs as a percentage of revenues at the recently acquired
    liquid-handling business. Research and development expenses increased to
    $8.5 million in the first nine months of 1997 from $5.0 million in the
    first nine months of 1996, primarily due to acquisitions.

       During the first nine months of 1996, the Company wrote off $3.5
    million of acquired technology in connection with the acquisitions of the
    U.K.-based LIMS and biosensor businesses.

                                       12PAGE
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                         THERMO BIOANALYSIS CORPORATION

    First Nine Months 1997 Compared With First Nine Months 1996 (continued)

        Interest income increased to $1.7 million in the first nine months of
    1997 from $0.6 million in the first nine months of 1996, primarily due
    to interest income earned on invested proceeds from the Company's initial
    public offering of common stock in September and October 1996. Interest
    expense, related party, increased to $3.4 million in the first nine
    months of 1997 from $1.2 million in the first nine months of 1996,
    primarily due to interest expense on the $50.0 million debt payable to
    Thermo Instrument associated with the acquisition of the Biosystems Group
    of LSI and the inclusion of a full period of interest for the $50.0
    million principal amount subordinated convertible note issued to Thermo
    Instrument in July 1996, offset in part by the effect of the repayment in
    July 1996 of a $30.0 million promissory note issued to Thermo Electron
    Corporation (Thermo Electron) in February 1996.

        The effective tax rate was 36% in the first nine months of 1997,
    compared with 40% in the first nine months of 1996, excluding the effect
    of the 1996 write-off of acquired technology associated with the
    acquisitions of the Company's U.K.-based LIMS and biosensor businesses,
    for which no tax benefit was recorded. These rates exceed the statutory
    federal income tax rate primarily due to the impact of state income
    taxes. The effective tax rate decreased in the first nine months of 1997,
    primarily due to income from certain newly acquired foreign businesses,
    which are subject to lower tax rates.

    Liquidity and Capital Resources

        Consolidated working capital was $47.6 million as of September 27,
    1997, compared with $59.8 million as of December 28, 1996. Included in
    working capital are cash and cash equivalents of $25.3 million as of
    September 27, 1997, compared with $45.5 million as of December 28, 1996.
    During the first nine months of 1997, $8.2 million of cash was provided
    by operating activities. An increase in accounts receivable used $5.3
    million in cash, primarily as a result of an increase in shipments near
    the end of the quarter. An increase in other current liabilities provided
    $4.7 million in cash, primarily due to an increase in commercial trade
    payables to other Thermo Instrument companies, which are expected to be
    repaid in the fourth quarter of 1997.

        Investing activities used $25.7 million in cash during the first nine
    months of 1997. In May 1997, the Company agreed to purchase the 
    Biosystems Group of LSI from Thermo Instrument for approximately $102.5
    million, which consists of: a) approximately $91.5 million for the net
    operating assets of the acquired businesses plus b) $11.0 million for an
    equivalent amount of cash held by the acquired businesses. Of the $102.5
    million aggregate purchase price, the Company paid $35.6 million in cash
    to Thermo Instrument in June 1997, has debt to Thermo Instrument of $50.0
    million, and will issue to Thermo Instrument 1,300,000 shares of Company
    common stock (valued at $16.9 million at the time of the May 1997
    agreement to acquire Labsystems OY and Hybaid). In July 1997, the Company
    agreed to acquire Labsystems Japan for approximately $5.9 million in
    cash, which it expects to pay during the fourth quarter of 1997 (Note 2).
    The Company expended $2.2 million for purchases of property, plant, and

                                       13PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

    Liquidity and Capital Resources (continued)

    equipment, and expects to make additional capital expenditures of
    approximately $1.6 million during the remainder of 1997.

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










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                         THERMO BIOANALYSIS CORPORATION


    PART II - OTHER INFORMATION

    Item 2 - Changes in Securities and Use of Proceeds

    (d)  Use of Proceeds
 
        The Company sold 1,670,000 shares of its common stock pursuant to a
    Registration Statement on Form S-1 (File No. 333-08697), which was
    declared effective by the Securities and Exchange Commission on
    September 17, 1996. The managing underwriters of the offering were
    NatWest Securities Limited, Lehman Brothers, and Smith Barney Inc. The
    aggregate gross proceeds of the offering were $23,380,000. The Company's
    total expenses in connection with the offering were $2,598,000, of which
    $1,520,000 was for underwriting discounts and commissions and $1,078,000
    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 $20,782,000. The Company
    used all of the net proceeds from the offering to pay a portion of the
    purchase price for the Biosystems Group of Life Sciences International to
    Thermo Instrument Systems Inc. in June 1997 (Note 2).

    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 July 18, 1997, the Company filed an amendment on Form 8-K/A,
    pertaining to the acquisition by the Company of the Biosystems Group of
    the Life Sciences International subsidiary of Thermo Instrument Systems
    Inc., the purpose of which was to file the financial information required
    by Form 8-K concerning the acquisition.













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                         THERMO BIOANALYSIS 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 4th day of November
    1997.

                                           THERMO BIOANALYSIS 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 BIOANALYSIS CORPORATION

                                  EXHIBIT INDEX


    Exhibit
    Number       Description of Exhibit
    ------------------------------------------------------------------------
      
      11         Statement re: Computation of Earnings per Share.

      27         Financial Data Schedule.