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 28, 1996.

    [   ] 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 [   ] No [ X ]

              The Registrant became subject to the filing
              requirements of the Securities Exchange Act of 1934
              on September 17, 1996, the date its Registration
              Statements on Form S-1 and Form 8-A became effective,
              and has filed all reports required to be filed
              thereunder since such date.

              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 October 25, 1996
         ----------------------------      -------------------------------
         Common Stock, $.01 par value                 9,771,500
PAGE
<PAGE>
   PART I - FINANCIAL INFORMATION

   Item 1 - Financial Statements


                         THERMO BIOANALYSIS CORPORATION

                           Consolidated Balance Sheet
                                   (Unaudited)

                                     Assets

                                                  September 28,   December 30,
   (In thousands)                                          1996           1995
   ---------------------------------------------------------------------------
   Current Assets:
     Cash and cash equivalents                        $ 42,802       $ 17,747
     Accounts receivable, less allowances of
       $888 and $154                                    14,735          5,482
     Inventories:
       Raw materials and supplies                        6,930          3,501
       Work in process                                   1,604          1,127
       Finished goods                                    5,414          1,340
     Prepaid expenses                                      641              7
     Prepaid income taxes                                2,078            673
     Due from parent company and affiliates                492            761
                                                      --------       --------
                                                        74,696         30,638
                                                      --------       --------

   Property, Plant and Equipment, at Cost               11,717          6,317
     Less: Accumulated depreciation and amortization     6,019          4,663
                                                      --------       --------
                                                         5,698          1,654
                                                      --------       --------

   Other Assets                                          3,361            195
                                                      --------       --------

   Cost in Excess of Net Assets of Acquired
     Companies (Note 2)                                 32,689            420
                                                      --------       --------
                                                      $116,444       $ 32,907
                                                      ========       ========








                                        2PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

                     Consolidated Balance Sheet (continued)
                                   (Unaudited)

                    Liabilities and Shareholders' Investment

                                                 September 28,  December 30,
   (In thousands except share amounts)                    1996          1995
   -------------------------------------------------------------------------
   Current Liabilities:
     Accounts payable                                 $  4,800      $    432
     Accrued payroll and employee benefits               2,096           692
     Accrued installation and warranty expenses          1,709           370
     Accrued income taxes                                2,525         1,665
     Deferred revenue                                    2,317             -
     Other accrued expenses                              6,886           374
                                                      --------      --------
                                                        20,333         3,533
                                                      --------      --------

   Deferred Income Taxes                                   228           228
                                                      --------      --------

   Subordinated Convertible Note, Due to Parent
     Company (Note 2)                                   50,000             -
                                                      --------      --------

   Shareholders' Investment (Note 3):
     Common stock, $.01 par value, 25,000,000
       shares authorized; 9,601,500 and 8,101,500
       shares issued and outstanding                        96            81
     Capital in excess of par value                     45,459        26,917
     Retained earnings                                     247         2,143
     Cumulative translation adjustment                      81             5
                                                      --------      --------
                                                        45,883        29,146
                                                      --------      --------
                                                      $116,444      $ 32,907
                                                      ========      ========


   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 28,    September 30,
   (In thousands except per share amounts)              1996             1995
   --------------------------------------------------------------------------
   Revenues                                          $19,346         $ 5,350
                                                     -------         -------

   Costs and Operating Expenses:
     Cost of revenues                                  9,773           3,084
     Selling, general and administrative expenses      5,908           1,155
     Research and development expenses                 2,110             325
                                                     -------         -------
                                                      17,791           4,564
                                                     -------         -------

   Operating Income                                    1,555             786

   Interest Income                                       292             265
   Interest Expense, Related Party                      (557)              -
                                                     -------         -------
   Income Before Provision for Income Taxes            1,290           1,051
   Provision for Income Taxes                            503             420
                                                     -------         -------

   Net Income                                        $   787         $   631
                                                     =======         =======

   Earnings per Share                                $   .10         $   .08
                                                     =======         =======

   Weighted Average Shares                             8,200           8,219
                                                     =======         =======


   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 28,  September 30,
   (In thousands except per share amounts)                1996           1995
   --------------------------------------------------------------------------
   Revenues                                           $49,128        $17,036
                                                      -------        -------

   Costs and Operating Expenses:
     Cost of revenues                                  25,879          9,910
     Selling, general and administrative expenses      14,925          3,464
     Research and development expenses                  5,031            937
     Write-off of acquired technology (Note 2)          3,500              -
                                                      -------        -------
                                                       49,335         14,311
                                                      -------        -------

   Operating Income (Loss)                               (207)         2,725

   Interest Income                                        585            503
   Interest Expense, Related Party                     (1,225)             -
                                                      -------        -------
   Income (Loss) Before Provision for Income Taxes       (847)         3,228
   Provision for Income Taxes                           1,049          1,290
                                                      -------        -------
   Net Income (Loss)                                  $(1,896)       $ 1,938
                                                      =======        =======

   Earnings (Loss) per Share                          $  (.23)       $   .25
                                                      =======        =======

   Weighted Average Shares                              8,213          7,675
                                                      =======        =======


   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 28,   September 30,
   (In thousands)                                       1996            1995
   -------------------------------------------------------------------------
   Operating Activities:
     Net income (loss)                             $ (1,896)        $  1,938
     Adjustments to reconcile net income (loss) to
       net cash provided by operating activities:
         Depreciation and amortization                2,158              258
         Provision for losses on accounts
           receivable                                   118               27
         Write-off of acquired technology (Note 2)    3,500                -
         Changes in current accounts, excluding
           the effects of acquisitions:
             Accounts receivable                        355              615
             Inventories                                 39              (45)
             Other current assets                     1,350              (42)
             Accounts payable                         1,178              (66)
             Other current liabilities                2,441              242
                                                   --------         --------
               Net cash provided by operating
                 activities                           9,243            2,927
                                                   --------         --------

   Investing Activities:
     Acquisitions, net of cash acquired (Note 2)    (52,145)               -
     Purchases of property, plant and equipment        (596)            (269)
                                                   --------         --------
               Net cash used in investing
                 activities                         (52,741)            (269)
                                                   --------         --------

   Financing Activities:
     Net proceeds from issuance of Company
       common stock (Note 3)                         18,557           14,918
     Proceeds from issuance of subordinated
       convertible note to parent company (Note 2)   50,000                -
     Proceeds from issuance of note payable to
       Thermo Electron (Note 2)                      30,000                -
     Repayment of note payable to Thermo
       Electron (Note 2)                            (30,000)               -
     Net transfer from parent company                     -            1,488
                                                   --------         --------
               Net cash provided by financing
                 activities                        $ 68,557         $ 16,406
                                                   --------         --------


                                        6PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

                Consolidated Statement of Cash Flows (continued)
                                   (Unaudited)


                                                    Nine Months Ended
                                              -----------------------------
                                              September 28,   September 30,
   (In thousands)                                      1996            1995
   ------------------------------------------------------------------------
   Exchange Rate Effect on Cash                    $     (4)      $      -
                                                   --------       --------

   Increase in Cash and Cash Equivalents             25,055         19,064
   Cash and Cash Equivalents at Beginning of
     Period                                          17,747             21
                                                   --------       --------
   Cash and Cash Equivalents at End of Period      $ 42,802       $ 19,085
                                                   ========       ========

   Noncash Activities (Note 2):
     Fair value of assets of acquired companies    $ 68,277       $      -
     Cash paid for acquired companies               (52,191)             -
                                                   --------       --------
       Liabilities assumed of acquired companies   $ 16,086       $      -
                                                   ========       ========


   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 28, 1996, the results of operations for the three- and
    nine-month periods ended September 28, 1996 and September 30, 1995, and
    the cash flows for the nine-month periods ended September 28, 1996 and
    September 30, 1995. Interim results are not necessarily indicative of
    results for a full year.

         The consolidated balance sheet presented as of December 30, 1995,
    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 Registration
    Statement on Form S-1 (Reg. No. 333-08697), filed with the Securities and
    Exchange Commission.


    2.   Acquisitions

         In February 1996, the Company acquired substantially all of the
    assets, subject to certain liabilities, of the DYNEX Technologies (DYNEX)
    division of Dynatech Corporation for $43.2 million, subject to a
    post-closing adjustment. DYNEX designs, manufactures, and markets
    products used in the immunoassay segment of the bioinstrumentation
    market. This acquisition has been accounted for using the purchase method
    of accounting, and DYNEX's results have been included in the accompanying
    financial statements from the date of acquisition. The cost of DYNEX
    exceeded the estimated fair value of the acquired net assets by $33.0
    million, which is being amortized over 40 years.

         On March 29, 1996, Thermo Instrument Systems Inc. (Thermo
    Instrument) 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 1996, the Company
    acquired the Affinity Sensors and LabSystems divisions of Fisons from
    Thermo Instrument for $9.0 million in cash, subject to a post-closing
    adjustment to be negotiated with Fisons by Thermo Instrument. Affinity
    Sensors supplies biosensors used in life sciences research by the
    pharmaceutical and biotechnology industries, universities, and medical
    research institutes. LabSystems designs, implements, and supports
    laboratory information management systems and chromatography systems used
    in research and development, quality assurance and control, and
    processing plants. Because the Company, Affinity Sensors, and LabSystems
    were deemed for accounting purposes to be under control of their common
    majority owner, Thermo Instrument, the transaction has been accounted for

                                        8PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

    2.   Acquisitions (continued)

    in a manner similar to a pooling of interests. Accordingly, the
    accompanying financial statements include the results of Affinity Sensors
    and LabSystems from March 29, 1996. During the first nine months of 1996,
    the Company wrote off $3.5 million of acquired technology in connection
    with these acquisitions, which represents the portion of the purchase
    price allocated to technology in development at the acquired businesses,
    based on estimated replacement cost.

         To help finance the acquisition of DYNEX, the Company borrowed $30.0
    million from Thermo Electron Corporation (Thermo Electron) pursuant to a
    promissory note due February 1997, and bearing interest at the 90-day
    Commercial Paper Composite Rate plus 25 basis points, set at the
    beginning of each quarter. In connection with the acquisition of Affinity
    Sensors and LabSystems in July 1996, the Company issued to Thermo
    Instrument a $50.0 million principal amount 4.875% subordinated
    convertible note due 2001, convertible into shares of the Company's
    common stock at $16.50 per share. The Company used part of the proceeds
    of the subordinated convertible note to retire the $30.0 million
    promissory note.

         Based on unaudited data, the following table presents selected
    financial information for the Company, DYNEX, Affinity Sensors, and
    LabSystems on a pro forma basis, assuming the companies had been combined
    since the beginning of 1995.

                                Three Months Ended       Nine Months Ended
                               --------------------    ---------------------
    (In thousands except       Sept. 28,  Sept. 30,    Sept. 28,   Sept. 30,
    per share amounts)              1996       1995         1996        1995
    ------------------------------------------------------------------------
    Revenues                     $19,346   $18,299      $56,316     $57,486
    Net income (loss)                798      (363)        (890)     (1,007)
    Earnings (loss) per share        .10      (.04)        (.11)       (.13)

         The pro forma results are not necessarily indicative of future
    operations or the actual results that would have occurred had the
    acquisitions of DYNEX, Affinity Sensors, and LabSystems been made at the
    beginning of fiscal 1995.


    3.   Initial Public Offering

         In September 1996, the Company sold 1,500,000 shares of its common
    stock in an initial public offering at $14.00 per share for net proceeds
    of approximately $18.6 million. Subsequent to the end of the quarter, the
    underwriters of the Company's initial public offering exercised their
    over-allotment option to purchase an additional 170,000 shares of its
    common stock for net proceeds of approximately $2.2 million. Following
    the initial public offering and the exercise of the over-allotment
    option, Thermo Instrument, a majority-owned subsidiary of Thermo
    Electron, owned 67% of the Company's outstanding common stock. 

                                        9PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

    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. These statements involve a number of risks and
    uncertainties, including those detailed in Item 5 of this Quarterly
    Report on Form 10-Q.

    Overview

         The Company operates in three principal areas: life sciences
    instrumentation, information management systems, and health physics
    instrumentation. The Company's life sciences instrumentation group
    includes its DYNEX Technologies (DYNEX) and Affinity Sensors subsidiaries
    and its capillary electrophoresis (CE) and MALDI-TOF mass spectrometer
    divisions, through which the Company designs, manufactures, and markets a
    broad range of instruments and consumables based on proprietary
    immunoassay, optical biosensor, mass spectrometry, and CE technologies.
    The Company's LabSystems subsidiary designs, implements, and supports
    laboratory information management systems (LIMS) and chromatography data
    systems. The Company's Eberline health physics subsidiary supplies
    radiation detection and counting instrumentation and sophisticated
    radiation monitoring systems to the nuclear industry worldwide.

         The Company's strategy is to develop and market a portfolio of
    instruments and information management systems for biochemistry and other
    applications through research and development of innovative products and
    through the acquisition of complementary businesses and technologies. In
    February 1996, the Company acquired DYNEX, which supplies automated
    systems, detection systems, and consumables for the immunoassay market.
    In July 1996, the Company acquired the Affinity Sensors and LabSystems
    divisions of Fisons plc (Fisons) from Thermo Instrument Systems Inc.
    (Thermo Instrument) (Note 2). Affinity Sensors supplies optical
    biosensors used in life sciences research by the pharmaceutical and
    biotechnology industries, universities, and medical research institutes.
    Affinity Sensors was established to develop and commercialize products
    based on a new technology, optical biosensors, and commenced commercial
    sales in 1993. LabSystems designs, implements, and supports laboratory
    information management systems and chromatography data systems used in
    research and development, quality assurance and control, and processing
    plants. Because the Company, Affinity Sensors, and LabSystems were deemed
    for accounting purposes to be under control of their common majority
    owner, Thermo Instrument, which had acquired a substantial portion of the
    businesses comprising the Scientific Instruments Division of Fisons on
    March 29, 1996, the transaction has been accounted for in a manner
    similar to a pooling of interests. Accordingly, the accompanying
    financial statements include the results of Affinity Sensors and
    LabSystems from March 29, 1996. During the first nine months of 1996, the
    Company wrote off $3.5 million of acquired technology in connection with
    the Affinity Sensors and LabSystems acquisitions.

                                       10PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

    Results of Operations

    Third Quarter 1996 Compared With Third Quarter 1995

         Revenues increased to $19.3 million in the third quarter of 1996
    from $5.4 million in the third quarter of 1995. This increase was
    primarily due to the inclusion of $8.8 million in revenues from DYNEX,
    which was acquired in February 1996, and the inclusion of $5.8 million in
    revenues from LabSystems and Affinity Sensors, which were acquired as of
    March 29, 1996 for accounting purposes (Note 2), offset in part by lower
    revenues at the Company's MALDI-TOF division due to increased competition
    and a change in distribution channels from commission-based sales agents
    to distributors.

         The gross profit margin increased to 49% in the third quarter of
    1996 from 42% in the third quarter of 1995, primarily due to the
    inclusion of higher-margin revenues at LabSystems and Affinity Sensors
    and, to a lesser extent, at DYNEX. These increases were offset in part by
    a decrease in margins at the Company's MALDI-TOF division, due to a
    change in distribution channels from commission-based sales agents to
    distributors, which resulted in reduced revenues.

         Selling, general and administrative expenses as a percentage of
    revenues increased to 31% in the third quarter of 1996 from 22% in the
    third quarter of 1995, primarily due to higher costs as a percentage of
    revenues at DYNEX and LabSystems. In mid-1996 the Company implemented
    cost reduction plans at DYNEX and LabSystems, which are expected to
    reduce selling, general and administrative expenses as a percentage of
    revenues at each business primarily by decreasing staffing levels and, to
    a lesser extent, travel and other related costs. Research and development
    expenses increased to $2.1 million in the third quarter of 1996 from $0.3
    million in the third quarter of 1995, primarily due to the inclusion of
    expenses at DYNEX, LabSystems, and Affinity Sensors.

         Interest income in both periods primarily represents interest
    earned on the invested proceeds from the Company's March 1995 and April
    1995 private placements of common stock. Interest expense in the third
    quarter of 1996 represents interest associated with the $50.0 million
    principal amount subordinated convertible note issued to Thermo
    Instrument in July 1996 and, to a lesser extent, interest associated with
    the $30.0 million promissory note issued to Thermo Electron Corporation
    (Thermo Electron) in February 1996, which was repaid in July 1996
    (Note 2).

         The effective tax rate was 39% in the third quarter of 1996,
    compared with 40% in the third quarter of 1995. These rates exceed the
    statutory federal income tax rate primarily due to the impact of state
    income taxes.

    First Nine Months 1996 Compared With First Nine Months 1995

         Revenues increased to $49.1 million in the first nine months of 1996
    from $17.0 million in the first nine months of 1995. This increase was
    primarily due to the inclusion of $23.5 million in revenues from DYNEX,
    which was acquired in February 1996, and the inclusion of $11.8 million

                                       11PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

    First Nine Months 1996 Compared With First Nine Months 1995 (continued)

    in revenues from LabSystems and Affinity Sensors, which were acquired as
    of March 29, 1996 for accounting purposes, offset in part by lower
    revenues at the Company's MALDI-TOF division due to increased competition
    and a change in distribution channels from commission-based sales agents
    to distributors. In addition, revenues at the Company's Eberline health
    physics subsidiary decreased primarily due to reduced spending at U.S.
    Department of Energy facilities as a result of the federal budgetary
    impasse.

         The gross profit margin increased to 47% in the first nine months of
    1996 from 42% in the first nine months of 1995, due to the reasons
    discussed in the results of operations for the third quarter.

         Selling, general and administrative expenses as a percentage of
    revenues increased to 30% in the first nine months of 1996 from 20% in
    the first nine months of 1995, primarily due to the reasons discussed in
    the results of operations for the third quarter. Research and development
    expenses increased to $5.0 million in the first nine months of 1996 from
    $0.9 million in the first nine months of 1995, primarily due to the
    reasons discussed in the results of operations for the third quarter.

         During the first nine months of 1996, Thermo Instrument wrote off
    $3.5 million in acquired technology in connection with the acquisition of
    Affinity Sensors and LabSystems. Because the Company, Affinity Sensors,
    and LabSystems were deemed for accounting purposes to be under control of
    their common majority owner, Thermo Instrument, this write-off is
    included in the Company's results of operations.

         Interest income in both periods primarily represents interest earned
    on the invested proceeds from the Company's March 1995 and April 1995
    private placements of common stock. Interest expense in the first nine
    months of 1996 represents interest associated with the $30.0 million
    promissory note issued to Thermo Electron in February 1996, which was
    repaid in July 1996 and, to a lesser extent, interest associated with the
    $50.0 million principal amount subordinated convertible note issued to
    Thermo Instrument in July 1996.

         The effective tax rate was 40% in both periods, excluding the effect
    of the March 1996 write-off of acquired technology associated with the
    acquisition of U.K.-based Affinity Sensors and LabSystems, for which no
    tax benefit has been recorded. This rate exceeds the statutory federal
    income tax rate primarily due to the impact of state income taxes.

    Liquidity and Capital Resources

         Consolidated working capital was $54.4 million as of September 28,
    1996, compared with $27.1 million as of December 30, 1995. Included in
    working capital are cash and cash equivalents of $42.8 million as of
    September 28, 1996, compared with $17.7 million as of December 30, 1995.
    During the first nine months of 1996, $9.2 million of cash was provided
    by operating activities. Accounts payable and other current liabilities
    increased by approximately $3.6 million primarily as a result of higher
    accounts payable and accrued expense balances at DYNEX, which had been

                                       12PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

    Liquidity and Capital Resources (continued)

    reduced from normal levels in anticipation of its acquisition by the
    Company. During the first nine months of 1996, the Company expended $0.6
    million for the purchases of property, plant and equipment. The Company
    expects to expend approximately $0.2 million for additional purchases of
    property, plant and equipment during the remainder of 1996.

         In February 1996, the Company purchased DYNEX for approximately
    $43.2 million (Note 2). To help finance the acquisition of DYNEX, the
    Company borrowed $30.0 million from Thermo Electron pursuant to a
    promissory note due February 1997, and bearing interest at the 90-day
    Commercial Paper Composite Rate plus 25 basis points, set at the
    beginning of each quarter.

         In July 1996, the Company purchased Affinity Sensors and LabSystems
    from Thermo Instrument (Note 2) for approximately $9.0 million, subject
    to a post-closing adjustment to be negotiated with Fisons by Thermo
    Instrument in connection with the negotiations for the settlement of the
    final purchase price for all of the businesses of Fisons acquired by
    Thermo Instrument in March 1996. In connection with the acquisition of
    Affinity Sensors and LabSystems in July 1996, the Company issued to
    Thermo Instrument a $50.0 million principal amount 4.875% subordinated
    convertible note due 2001, convertible into shares of the Company's
    common stock at $16.50 per share. The Company used part of the proceeds
    of the subordinated convertible note to retire the $30.0 million
    promissory note issued to Thermo Electron in connection with the
    acquisition of DYNEX.

         In September 1996, the Company sold 1,500,000 shares of its common
    stock in an initial public offering at $14.00 per share for net proceeds
    of approximately $18.6 million. Subsequent to the end of the quarter, the
    underwriters of the Company's initial public offering exercised their
    over-allotment option to purchase an additional 170,000 shares of its
    common stock for net proceeds of approximately $2.2 million (Note 3).

         Although the Company expects to have positive cash flow from its
    existing operations, the Company anticipates it will require significant
    amounts of cash to pursue the acquisition of complementary businesses.
    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 Thermo Instrument or Thermo Electron
    under which such parties are obligated to lend funds to the Company. The
    Company believes that its existing resources are sufficient to meet the
    capital requirements of its existing businesses for the foreseeable
    future.


    PART II - OTHER INFORMATION

    Item 5 - Other Information

         In connection with the "safe harbor" provisions of the Private
    Securities Litigation Reform Act of 1995, the Company wishes to caution

                                       13PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

    Item 5 - Other Information (continued)

    readers that the following important factors, among others, in some cases
    have affected, and in the future could affect, the Company's actual
    results and could cause its actual results in 1996 and beyond to differ
    materially from those expressed in any forward-looking statements made
    by, or on behalf of, the Company.

         Intense Competition. The Company encounters and expects to continue
    to encounter intense competition in the sale of its products. The Company
    believes that the principal competitive factors affecting the markets for
    its products include product features, product performance, price, and
    service. The Company's competitors include a number of large
    multinational corporations. These companies and certain of the Company's
    other competitors have substantially greater financial, marketing, and
    other resources than the Company. As a result, they may be able to adapt
    more quickly to new or emerging technologies and changes in customer
    requirements, or to devote greater resources to the promotion and sale of
    their products than the Company. Competition could increase if new
    companies enter the market or if existing competitors expand their
    product lines or intensify efforts within existing product lines. There
    can be no assurance that the Company's current products, products under
    development or ability to develop new technologies will be sufficient to
    enable it to compete effectively.

         Rapid and Significant Technological Change and New Products. The
    markets for the Company's products are characterized by rapid and
    significant technological change, evolving industry standards, and
    frequent new product introductions and enhancements. Many of the
    Company's products and products under development are technologically
    innovative, and require significant planning, design, development, and
    testing, at the technological, product, and manufacturing process levels.
    These activities require significant capital commitments and investment
    by the Company. In addition, products that are competitive in the
    Company's markets are characterized by rapid and significant
    technological change due to industry standards that may change on short
    notice and by the introduction of new products and technologies that
    render existing products and technologies uncompetitive or obsolete.
    There can be no assurance that any of the products currently being
    developed by the Company, or those to be developed in the future, will be
    technologically feasible or accepted by the marketplace, that any such
    development will be completed in any particular time frame, or that the
    Company's products or proprietary technologies will not become
    uncompetitive or obsolete.

         Uncertainty of Market Acceptance of New Products. Certain of the
    Company's products represent alternatives to traditional instruments and
    methods and as a result may be slow to achieve, or may not achieve,
    market acceptance, as customers may seek further validation of the
    efficiency and efficacy of the Company's technology. This is particularly
    true where the purchase of the product requires a significant capital
    commitment. The Company's optical biosensor, MALDI-TOF, and capillary
    electrophoresis products are based on relatively new technologies. The
    Company believes that, to a significant extent, its growth prospects
    depend on its ability to gain acceptance by a broader group of customers

                                       14PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

    Item 5 - Other Information (continued)

    of the efficiency and efficacy of the Company's innovative technologies.
    There can be no assurance that the Company will be successful in
    obtaining such broad acceptance.

         Dependence on Capital Spending Policies and Government Funding. The
    Company's customers include pharmaceutical, biotechnology, and chemical
    companies and clinical diagnostic laboratories and companies. The capital
    spending policies of these companies can have a significant effect on the
    demand for the Company's products. Such policies are based on a wide
    variety of factors, including the resources available to make such
    purchases, the spending priorities among various types of research
    equipment and the policies regarding capital expenditures during
    recessionary periods. Any decrease in capital spending by life sciences
    companies could have a material adverse effect on the Company's business
    and results of operations. Recently, biotechnology companies have raised
    significant amounts of capital through public share offerings, and most
    of these companies are engaged in active research and development
    programs that include capital spending. However, the availability of
    capital through the public markets can be cyclical and there can be no
    assurance that the raising of capital by these companies will continue,
    nor can there be any assurance that additional capital, if available,
    will result in increased sales of the Company's products.

         A significant portion of the Company's sales are to universities,
    government research laboratories, private foundations, and other
    institutions where funding is dependent on grants from government
    agencies such as the National Institutes of Health (NIH) and the
    equivalent of the NIH in the foreign countries where the Company markets
    its products. If government funding necessary to purchase the Company's
    products were to become unavailable to researchers for any extended
    period of time or if overall research funding were to decrease, the
    Company's business and results of operations could be adversely affected.
    In addition, in fiscal 1995 approximately 33% of sales by the Company's
    Eberline health physics subsidiary were made to various branches of the
    United States government, primarily the United States Department of
    Energy (DOE). The Company believes that recent uncertainties in the
    federal budget process have led to a decrease in demand for the Company's
    health physics products from the Departments of Defense and Energy.
    Revenues attributable to sales to the Departments of Defense and Energy
    declined for the nine-month period ended September 28, 1996 compared to
    revenues during the corresponding nine-month period of fiscal 1995. Any
    further decline in purchases by the United States government, including
    without limitation declines as the result of budgeting limitations, could
    have an adverse effect on the Company's business and results of
    operations.

         Dependence on Patents and Proprietary Rights. The Company places
    considerable importance on obtaining patent and trade secret protection
    for significant new technologies, products, and processes because of the
    length of time and expense associated with bringing new products through
    the development process and to the marketplace. The Company's success
    depends in part on its ability to develop patentable products and obtain

                                       15PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

    Item 5 - Other Information (continued)

    and enforce patent protection for its products both in the United States
    and in other countries. The Company has filed and intends to file
    applications as appropriate for patents covering its products. No
    assurance can be given that patents will issue from any pending or future
    patent applications owned by or licensed to the Company or that the
    claims allowed under any issued patents will be sufficiently broad to
    protect the Company's technology. In addition, no assurance can be given
    that any issued patents owned by or licensed to the Company will not be
    challenged, invalidated, or circumvented, or that the rights granted
    thereunder will provide competitive advantages to the Company. The
    Company could incur substantial costs in defending itself in suits
    brought against it or in suits in which the Company may assert its patent
    rights against others. If the outcome of any such litigation is
    unfavorable to the Company, the Company's business and results of
    operations could be materially adversely affected.

         The commercial success of the Company will also depend in part on
    its neither infringing patents issued to competitors or others nor
    breaching the technology licenses upon which components of the Company's
    products are based. The Company is aware of patents and patent
    applications belonging to competitors and other third parties, and it is
    uncertain whether these patents and patent applications will require the
    Company to alter its products or processes, pay licensing fees, or cease
    making and selling infringing products and pay damages for past
    infringement. In particular, the Company is aware of a U.S. patent held
    by a third party that may relate to the design of the cuvette used in the
    Company's optical biosensor system. The Company is also aware of patents
    held by another third party that may relate to the features of certain of
    the Company's MALDI-TOF mass spectrometers. Although the Company believes
    that the validity and/or infringement of these patents may be subject to
    challenge, if the patent holder were successful in enforcing any such
    patent, the Company would be subject to damages for past infringement and
    enjoined from manufacturing and selling products utilizing the features
    associated with the patent, which could have a material adverse effect on
    the Company's business and results of operations.

         The Company relies on trade secrets and proprietary know-how which
    it seeks to protect, in part, by confidentiality agreements with its
    collaborators, employees, and consultants. There can be no assurance that
    these agreements will not be breached, that the Company would have
    adequate remedies for any breach, or that the Company's trade secrets
    will not otherwise become known or be independently developed by
    competitors. 

         Government Regulations; No Assurance of Regulatory Approval. The
    production and marketing of certain of the Company's products and its
    ongoing research and development activities are subject to regulation by
    government authorities in the United States and in other countries. To
    the extent that an analytical instrument will be used in human clinical
    or diagnostic applications, the manufacturer of that instrument must
    submit to the U.S. Food and Drug Administration (FDA), prior to
    commercial distribution of the instrument, either a premarket
    notification (510(k)) or a premarket approval (PMA) application. The

                                       16PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

    Item 5 - Other Information (continued)

    Company has, to date, been required to obtain 510(k) clearance with
    respect to certain clinical applications of its Microtiter(R) technology
    products. There can be no assurance that 510(k) clearance for any future
    product or modification of an existing product will be granted by the FDA
    within a reasonable time frame, if at all, that in the future the FDA
    will not require manufacturers of certain medical devices to engage in a
    more thorough and time consuming approval process than the 510(k)
    process, or that the FDA or certain corresponding state or international
    government agencies will permit marketing of the Company's products in
    their respective jurisdictions.

         As a result of the clinical applications of certain of the Company's
    Microtiter technology products, the Company is registered with the FDA as
    a medical device manufacturer. As such, the Company may be inspected on a
    routine basis by the FDA for compliance with the FDA's Good Manufacturing
    Practices and other applicable regulations. These regulations require
    that the Company manufacture its products and maintain related
    documentation in a prescribed manner with respect to manufacturing,
    testing and quality control activities. Further, the Company is required
    to comply with various FDA requirements for reporting of product
    malfunctions and other matters.

         The regulatory standards for manufacturing are currently being
    applied stringently by the FDA and state regulatory agencies.
    Noncompliance with FDA or applicable state agency regulations or
    discovery of previously unknown problems with a product, manufacturer, or
    facility may result in restrictions on such product or manufacturer,
    including fines, recalls, injunctions or seizures of products, refusal of
    the government to approve or clear product approval applications or to
    allow the Company to enter into government supply contracts, or even
    withdrawal of the product from the market, or criminal prosecution, any
    of which could have a material adverse effect on the Company's business
    and results of operations.

         International regulatory bodies often establish varying regulations
    governing product standards, packaging requirements, labeling
    requirements, import restrictions, tariff regulations, duties and tax
    requirements. In order to continue to sell its products in Europe, the
    Company is required to maintain an ISO 9000 series registration, an
    internationally-recognized set of quality standards, and each of its
    products is required to obtain a CE mark, evidence of compliance with
    European Union electronic safety requirements. While the Company has an
    active program to comply with CE mark requirements and an ISO 9000
    compliance program, there can be no assurance that the Company will be
    successful in maintaining its compliance with applicable certification
    requirements. Any violation of, and the cost of compliance with, these
    regulations or requirements could have a material adverse effect on the
    Company's business and results of operations.

         Uncertainty of Patient Reimbursement. The Federal government
    regulates reimbursement of fees for certain diagnostic examinations and
    capital equipment acquisition costs connected with services to Medicare
    beneficiaries. Recent legislation has limited Medicare reimbursement for

                                       17PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

    Item 5 - Other Information (continued)

    diagnostic examinations. For example, deficit reduction measures have
    resulted in reimbursement rate reductions in the past and may result in
    further rate reductions in the future. According to third party data,
    overall Medicare reimbursements were estimated to decline approximately
    2.3% in 1996 from 1995. These policies may have the effect of limiting
    the availability or reimbursement for procedures, and as a result may
    inhibit or reduce demand by healthcare providers for products in the
    markets in which the Company competes. While the Company cannot predict
    what effect the policies of government entities and other third party
    payors will have on future sales of the Company's products, there can be
    no assurance that such policies would not have an adverse impact on the
    operations of the Company.

         Potential Product Liability. The Company's business exposes it to
    potential product liability claims which are inherent in the
    manufacturing, marketing, and sale of biomedical instruments and
    diagnostic products, and as such the Company may face substantial
    liability to patients for damages resulting from the faulty design or
    manufacture of its products. The Company currently maintains product
    liability insurance, but there can be no assurance that this insurance
    will provide sufficient coverage in the event of a claim, that the
    Company will be able to maintain such coverage on acceptable terms, if at
    all, or that a product liability claim would not materially adversely
    affect the business or financial condition of the Company.

         Risks Associated with Acquisition Strategy. The Company's strategy
    includes the acquisition of businesses and technologies that complement
    or augment the Company's existing product lines. For example, in February
    1996 the Company acquired DYNEX Technologies, formerly Dynatech
    Laboratories, from Dynatech Corporation, and in July 1996 acquired the
    Affinity Sensors and LabSystems divisions of Fisons plc from Thermo
    Instrument. Promising acquisitions are difficult to identify and complete
    for a number of reasons, including competition among prospective buyers
    and the need for regulatory approvals, including antitrust approvals. Any
    acquisitions completed by the Company may be made at substantial premiums
    over the fair value of the net assets of the acquired companies. There
    can be no assurance that the Company will be able to complete future
    acquisitions or that the Company will be able to successfully integrate
    any acquired businesses. In order to finance such acquisitions, it may be
    necessary for the Company to raise additional funds through public or
    private financings. Any equity or debt financing, if available at all,
    may be on terms which are not favorable to the Company and, in the case
    of equity financing, may result in dilution to the Company's
    stockholders. 

         Risks Associated With International Operations. International sales
    accounted for 33% of the Company's revenues in fiscal 1995. The Company
    expects that this percentage will increase in fiscal 1996 as a result of
    its acquisitions of DYNEX, Affinity Sensors, and LabSystems. The Company
    intends to continue to expand its presence in international markets.
    International revenues are subject to a number of risks, including the
    following: agreements may be difficult to enforce and receivables
    difficult to collect through a foreign country's legal system; foreign

                                       18PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

    Item 5 - Other Information (continued)

    customers may have longer payment cycles; foreign countries may impose
    additional withholding taxes or otherwise tax the Company's foreign
    income, impose tariffs or adopt other restrictions on foreign trade;
    fluctuations in exchange rates may affect product demand and adversely
    affect the profitability in U.S. dollars of products and services
    provided by the Company in foreign markets where payment for the
    Company's products and services is made in the local currency; U.S.
    export licenses may be difficult to obtain; and the protection of
    intellectual property in foreign countries may be more difficult to
    enforce. There can be no assurance that any of these factors will not
    have a material adverse impact on the Company's business and results of
    operations.


    Item 6 - Exhibits

         See Exhibit Index on the page immediately preceding exhibits.























                                       19PAGE
<PAGE>
                         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 5th day of November
    1996.

                                        THERMO BIOANALYSIS CORPORATION



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



                                        John N. Hatsopoulos
                                        --------------------
                                        John N. Hatsopoulos
                                        Chief Financial Officer





















                                       20PAGE
<PAGE>
                         THERMO BIOANALYSIS CORPORATION

                                  EXHIBIT INDEX


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

      10         Stock Holdings Assistance Plan and Form of Promissory
                 Note.

      11         Statement re: Computation of earnings per share.

      27         Financial Data Schedule.