SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

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

                                    FORM 10-Q

    (mark one)

    [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the Quarter Ended June 28, 1997.

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

                         Commission File Number 1-14262


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

    Delaware                                                       77-0407461
    (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                        Identification No.)

    355 River Oaks Parkway
    San Jose, California                                                95134
    (Address of principal executive offices)                       (Zip Code)


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

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

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

                    Class                  Outstanding at July 25, 1997
         ----------------------------      ----------------------------
         Common Stock, $.01 par value              50,222,450
PAGE
<PAGE>
    PART I - FINANCIAL INFORMATION

    Item 1 - Financial Statements


                             THERMOQUEST CORPORATION

                           Consolidated Balance Sheet
                                   (Unaudited)

                                     Assets


                                                     June 28,   December 28,
    (In thousands)                                       1997           1996
    ------------------------------------------------------------------------
    Current Assets:
      Cash and cash equivalents                      $221,004       $174,978
      Available-for-sale investments, at quoted
        market value (amortized cost of $1,709
        and $7,430)                                     1,713          7,452
      Accounts receivable, less allowances of
        $4,572 and $4,459                             103,206         73,669
      Inventories:
        Raw materials and supplies                     21,145         10,923
        Work in process and finished goods             51,145         43,089
      Prepaid expenses                                  3,238          1,003
      Prepaid income taxes                             12,343         11,469
                                                     --------       --------
                                                      413,794        322,583
                                                     --------       --------

    Property, Plant, and Equipment, at Cost            87,822         67,225
      Less: Accumulated depreciation and
            amortization                               19,038         16,297
                                                     --------       --------
                                                       68,784         50,928
                                                     --------       --------
    Patents and Other Assets                            3,683          4,368
                                                     --------       --------
    Cost in Excess of Net Assets of Acquired
      Companies (Note 3)                              265,711        157,191
                                                     --------       --------
                                                     $751,972       $535,070
                                                     ========       ========




                                        2PAGE
<PAGE>
                             THERMOQUEST CORPORATION

                     Consolidated Balance Sheet (continued)
                                   (Unaudited)

                    Liabilities and Shareholders' Investment


                                                     June 28,   December 28,
    (In thousands except share amounts)                  1997           1996
    ------------------------------------------------------------------------
    Current Liabilities:
      Notes payable and current maturities of
        long-term obligations                        $ 15,436       $ 16,732
      Accounts payable                                 25,569         18,249
      Accrued payroll and employee benefits            15,970         15,339
      Accrued installation and warranty expenses       12,600          9,899
      Deferred revenue                                 11,100          9,353
      Customer deposits                                 3,072          6,542
      Accrued income taxes                             17,013         14,290
      Other accrued expenses                           22,130         14,475
      Due to parent company and affiliates (Note 3)   166,247            839
                                                     --------       --------
                                                      289,137        105,718
                                                     --------       --------
    Deferred Income Taxes                               5,405          5,405
                                                     --------       --------
    Accrued Pension and Other Deferred Items           15,592         16,340
                                                     --------       --------
    Long-term Obligations:
      5% Subordinated convertible debentures           96,250         96,250
      Other                                             8,279          8,343
                                                     --------       --------
                                                      104,529        104,593
                                                     --------       --------
    Shareholders' Investment (Note 4):
      Common stock, $.01 par value, 100,000,000
        shares authorized; 50,221,400 and
        48,450,000 shares issued and outstanding          502            485
      Capital in excess of par value                  286,777        261,921
      Retained earnings                                56,240         39,787
      Cumulative translation adjustment                (6,213)           807
      Net unrealized gain on available-for-sale
        investments                                         3             14
                                                     --------       --------
                                                      337,309        303,014
                                                     --------       --------
                                                     $751,972       $535,070
                                                     ========       ========


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


                                        3PAGE
<PAGE>
                             THERMOQUEST CORPORATION

                        Consolidated Statement of Income
                                   (Unaudited)


                                                       Three Months Ended
                                                    ------------------------
                                                   June 28,         June 29,
    (In thousands except per share amounts)            1997             1996
    ------------------------------------------------------------------------
    Revenues                                       $116,542         $ 81,692
                                                   --------         --------
    Costs and Operating Expenses:
      Cost of revenues                               60,937           44,724
      Selling, general, and administrative
        expenses                                     29,096           19,741
      Research and development expenses               7,741            6,088
                                                   --------         --------
                                                     97,774           70,553
                                                   --------         --------

    Operating Income                                 18,768           11,139

    Interest Income                                   3,351            2,390
    Interest Expense (includes $1,394 to parent
      company in 1997; Note 3)                       (3,068)          (1,900)
                                                   --------         --------
    Income Before Provision for Income Taxes         19,051           11,629
    Provision for Income Taxes                        8,418            4,942
                                                   --------         --------
    Net Income                                     $ 10,633         $  6,687
                                                   ========         ========
    Earnings per Share:
      Primary                                      $    .21         $    .14
                                                   ========         ========
      Fully diluted                                $    .20         $    .14
                                                   ========         ========
    Weighted Average Shares:
      Primary                                        50,219           48,410
                                                   ========         ========
      Fully diluted                                  56,242           48,410
                                                   ========         ========


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




                                        4PAGE
<PAGE>
                             THERMOQUEST CORPORATION

                        Consolidated Statement of Income
                                   (Unaudited)


                                                        Six Months Ended
                                                    ------------------------
                                                   June 28,         June 29,
    (In thousands except per share amounts)            1997             1996
    ------------------------------------------------------------------------
    Revenues                                       $205,895         $148,991
                                                   --------         --------
    Costs and Operating Expenses:
      Cost of revenues                              107,900           80,134
      Selling, general, and administrative
        expenses                                     50,256           36,816
      Research and development expenses              13,963           10,783
                                                   --------         --------
                                                    172,119          127,733
                                                   --------         --------

    Operating Income                                 33,776           21,258

    Interest Income                                   5,955            4,009
    Interest Expense (includes $1,642 to parent
      company in 1997; Note 3)                       (5,163)          (3,599)
                                                   --------         --------
    Income Before Provision for Income Taxes         34,568           21,668
    Provision for Income Taxes                       15,052            9,139
                                                   --------         --------
    Net Income                                     $ 19,516         $ 12,529
                                                   ========         ========
    Earnings per Share:
      Primary                                      $    .40         $    .27
                                                   ========         ========
      Fully diluted                                $    .38         $    .27
                                                   ========         ========
    Weighted Average Shares:
      Primary                                        49,403           46,903
                                                   ========         ========
      Fully diluted                                  55,426           46,903
                                                   ========         ========


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






                                        5PAGE
<PAGE>
                             THERMOQUEST CORPORATION

                      Consolidated Statement of Cash Flows
                                   (Unaudited)


                                                        Six Months Ended
                                                    ------------------------
                                                    June 28,       June 29,
    (In thousands)                                      1997           1996
    ------------------------------------------------------------------------
    Operating Activities:
      Net income                                   $  19,516      $  12,529
      Adjustments to reconcile net income to net
        cash provided by operating activities:
          Depreciation and amortization                6,369          4,228
          Provision for losses on accounts
            receivable                                   445              5
          Other noncash expenses                         616            722
          Changes in current accounts, excluding
            the effects of acquisitions:
              Accounts receivable                    (15,348)        10,892
              Inventories                             (1,758)        (2,444)
              Other current assets                       (94)          (472)
              Accounts payable                         3,646         (2,326)
              Other current liabilities               (2,409)         3,729
          Other                                          473            768
                                                   ---------      ---------
    Net cash provided by operating activities         11,456         27,631
                                                   ---------      ---------
    Investing Activities:
      Acquisitions, net of cash acquired                   -         (5,113)
      Cash balance of acquired businesses (Note 3)     6,107              -
      Purchases of available-for-sale investments          -         (1,650)
      Proceeds from sale and maturities of
        available-for-sale investments                 5,600              -
      Purchases of property, plant, and equipment     (1,586)        (2,042)
      Proceeds from sale of property, plant,
        and equipment                                  1,897            162
      Other                                               80            (91)
                                                   ---------      ---------
    Net cash provided by (used in) investing
      activities                                      12,098         (8,734)
                                                   ---------      ---------
    Financing Activities:
      Net proceeds from issuance of Company
        common stock (Note 4)                         24,873         47,778
      Decrease in short-term obligations                (591)        (2,696)
      Repayment of long-term obligations              (1,017)          (482)
      Other                                                -            (95)
                                                   ---------      ---------
    Net cash provided by financing activities      $  23,265      $  44,505
                                                   ---------      ---------



                                        6PAGE
<PAGE>
                             THERMOQUEST CORPORATION

                Consolidated Statement of Cash Flows (continued)
                                   (Unaudited)


                                                        Six Months Ended
                                                   -------------------------
                                                    June 28,       June 29,
    (In thousands)                                      1997           1996
    ------------------------------------------------------------------------
    Exchange Rate Effect on Cash                   $    (793)      $   (428)
                                                   ---------       --------
    Increase in Cash and Cash Equivalents             46,026         62,974
    Cash and Cash Equivalents at Beginning
      of Period                                      174,978        120,354
                                                   ---------      ---------
    Cash and Cash Equivalents at End of Period     $ 221,004      $ 183,328
                                                   =========      =========
    Noncash Activities (Note 3):
      Fair value of assets of acquired companies   $ 187,885      $  69,741
      Due to parent company for acquisitions        (160,127)       (27,296)
      Cash paid for acquired companies                     -         (5,852)
                                                   ---------      ---------
        Liabilities assumed of acquired companies  $  27,758      $  36,593
                                                   =========      =========


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














                                        7PAGE
<PAGE>
                             THERMOQUEST CORPORATION

                   Notes to Consolidated Financial Statements

    1.  General

        The interim consolidated financial statements presented have been
    prepared by ThermoQuest Corporation (the Company) without audit and, in
    the opinion of management, reflect all adjustments of a normal recurring
    nature necessary for a fair statement of the financial position at June
    28, 1997, the results of operations for the three- and six-month periods
    ended June 28, 1997, and June 29, 1996, and the cash flows for the
    six-month periods ended June 28, 1997, and June 29, 1996. Interim results
    are not necessarily indicative of results for a full year.

        The consolidated balance sheet presented as of December 28, 1996, has
    been derived from the consolidated financial statements that have been
    audited by the Company's independent public accountants. The consolidated
    financial statements and notes are presented as permitted by Form 10-Q
    and do not contain certain information included in the annual financial
    statements and notes of the Company. The consolidated financial
    statements and notes included herein should be read in conjunction with
    the financial statements and notes included in the Company's Annual
    Report on Form 10-K, as amended, for the fiscal year ended December 28,
    1996, filed with the Securities and Exchange Commission.

    2.  Presentation

        Certain amounts in 1996 have been reclassified to conform to the
    presentation in the 1997 financial statements.

    3.  Acquisitions

        In March 1997, Thermo Instrument Systems Inc. (Thermo Instrument)
    acquired approximately 95% of the outstanding shares of Life Sciences
    International PLC (Life Sciences), a London Stock Exchange-listed
    company. Subsequently, Thermo Instrument acquired the remaining shares of
    Life Sciences' capital stock. In July 1997, the Company agreed to acquire
    three business units within Life Sciences' Laboratory Products Group, as
    well as Life Sciences' Hypersil operations, from Thermo Instrument for
    $160.1 million, subject to a post-closing adjustment. The Laboratory
    Products businesses develop, manufacture, and distribute laboratory
    equipment to the research and analytical chemistry laboratory
    marketplace. Hypersil manufactures liquid chromatography media and
    columns used in high performance liquid chromatography in the
    pharmaceutical, food and beverage, chemical production, and forensic
    science markets, and for many other applications in analytical
    laboratories. The aggregate purchase price of $160.1 million consists of
    $107.0 million in cash and the assumption of $53.1 million of debt
    payable to Thermo Instrument. The purchase price represents the sum of
    the net tangible book value of the Laboratory Products businesses and
    Hypersil as of June 28, 1997, plus a percentage of Thermo Instrument's
    total cost in excess of net assets acquired associated with its
    acquisition of Life Sciences, based on the aggregate 1996 revenues of the
    Laboratory Products businesses and Hypersil relative to Life Sciences'
    1996 consolidated revenues. The purchase price is subject to a
    post-closing adjustment based on final determination of the net tangible
    book value of the acquired businesses and a final calculation of Thermo 

                                        8PAGE
<PAGE>
                             THERMOQUEST CORPORATION

    3.  Acquisitions (continued)

    Instrument's total cost in excess of net assets acquired associated with
    the acquisition of Life Sciences. 

        The aggregate purchase price of $160.1 million is included in due to
    parent company and affiliates in the accompanying 1997 balance sheet. The
    Company expects to pay this amount, with interest, to Thermo Instrument
    in the third quarter of 1997.

        Because the Company, the Laboratory Products businesses, and Hypersil
    were deemed for accounting purposes to be under control of their common
    majority owner, Thermo Instrument, the transaction has been accounted for
    in a manner similar to a pooling of interests. Accordingly, the Company's
    1997 historical financial information has been restated to include the
    results of the Laboratory Products businesses and Hypersil from March 12,
    1997, the date these businesses were acquired by Thermo Instrument. The
    purchase price included $3.1 million for the increase in the net book
    value from the date the businesses were acquired by Thermo Instrument to
    June 28, 1997. This amount was recorded as a reduction in retained
    earnings.

        The cost of these acquisitions exceeded the estimated fair value of
    the acquired net assets by $112.4 million, which is being amortized over
    40 years. Allocation of the purchase price for these acquisitions was
    based on estimates of the fair value of the net assets acquired and is
    subject to adjustment upon finalization of the purchase price allocation.

        Based on unaudited data, the following table presents selected
    financial information of the Company, the Laboratory Products businesses,
    and Hypersil on a pro forma basis, assuming the companies had been
    combined since the beginning of 1996.

                                          Three                Six
                                       Months Ended         Months Ended
                                       ------------    ---------------------
    (In thousands except                 June 29,      June 28,     June 29,
    per share amounts)                       1996          1997         1996
    ------------------------------------------------------------------------
    Revenues                             $118,353      $229,198     $218,022
    Net income                              8,318        18,220       12,077
    Earnings per share:
      Primary                                 .17           .37          .26
      Fully diluted                           .17           .35          .26

        The pro forma results are not necessarily indicative of future
    operations or the actual results that would have occurred had the
    acquisition of the Laboratory Products businesses and Hypersil been made
    at the beginning of 1996.

    4.  Sale of Shares

        In March 1997, the Company sold 1,768,500 shares of its common stock
    for net proceeds of approximately $24.8 million. Following the sale,
    Thermo Instrument owned 90% of the Company's outstanding common stock.

                                        9PAGE
<PAGE>
                             THERMOQUEST CORPORATION

    5.  Litigation

        The Company's Finnigan Corporation (Finnigan) subsidiary has filed
    complaints against Bruker-Franzen Analytik GmbH and its U.S. affiliate
    (Bruker), and Hewlett-Packard Company (Hewlett-Packard), for alleged
    violation of two key U.S. patents owned by Finnigan. The patents pertain
    to methods used in ion-trap mass spectrometers.

        One of Finnigan's complaints was filed in the United States District
    Court for the District of Massachusetts and the other was filed with the
    United States International Trade Commission (ITC) in Washington, DC.
    Finnigan has asked for damages to compensate for the infringements, for
    injunctions against further infringement, and for an order excluding
    further imports into the U.S. of ion-trap mass spectrometers that use the
    patented methods.

        The ITC has instituted an investigation in response to Finnigan's
    complaint, and is expected to complete that investigation by April 1998.
    The District Court action has, at the request of Hewlett-Packard and
    Bruker, been stayed pending completion of the ITC investigation.

        Bruker has presented counterclaims in the ITC investigation. The
    counterclaims, which Bruker has indicated it will seek to remove to the
    District Court in Massachusetts, allege that the Finnigan patents are
    invalid and unenforceable and are not infringed by the mass spectrometers
    co-marketed by Bruker. They also allege that Finnigan has violated U.S.
    and Massachusetts antitrust laws and engaged in unfair competition by
    attempting to maintain a monopoly position and restrain trade through
    enforcement of allegedly fraudulently obtained patents. Bruker has asked
    for judgment consistent with its counterclaims, and for three times the
    antitrust damages (including attorneys' fees) it has sustained.

        There can be no assurance as to the outcome of these matters.


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

                                       10PAGE
<PAGE>
                             THERMOQUEST CORPORATION

    Overview

        The Company develops, manufactures, and sells analytical products
    including mass spectrometers, liquid chromatographs, and gas
    chromatographs. These analytical instruments are used in the quantitative
    and qualitative chemical analysis of organic and inorganic compounds at
    ultra-trace levels of detection. The Company's analytical products are
    used primarily by pharmaceutical companies for drug research, testing,
    and quality control; by environmental laboratories for testing water,
    air, and soil samples for compliance with environmental regulations; by
    chemical companies for research and quality control; by manufacturers for
    testing in certain industrial applications, such as the manufacture of
    silicon chips, and for quality control; by food and beverage companies
    for quality control and to test for product contamination; and in
    forensic applications.

        Effective March 12, 1997, the Company acquired three business units
    within the Laboratory Products Group of Life Sciences International (Life
    Sciences), as well as Life Sciences' Hypersil operations, from Thermo
    Instrument Systems Inc. (Thermo Instrument; Note 3). The Laboratory
    Products businesses develop, manufacture, and sell scientific equipment
    including centrifuges, ultra-low temperature freezers, incubators,
    orbital shakers, vacuum concentrators, and electrophoresis equipment.
    These products are used in a variety of laboratories, including
    pharmaceutical, medical, industrial, and environmental laboratories
    worldwide. Hypersil develops, manufactures, and sells liquid
    chromatography media and columns used in high performance liquid
    chromatography. These products are sold to a variety of laboratories
    worldwide, including pharmaceutical, industrial, research, and to the
    food and beverage industry.

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

    Results of Operations

    Second Quarter 1997 Compared With Second Quarter 1996

        Revenues increased 43% to $116.5 million in the second quarter of
    1997 from $81.7 million in the second quarter of 1996. Revenues increased
    $36.3 million due to the acquisition of three business units within Life
    Sciences' Laboratory Products Group, as well as Life Sciences' Hypersil
    operations, from Thermo Instrument, effective March 12, 1997 (Note 3). In
    addition, revenues from the Company's existing mass spectrometry business
    increased $6.0 million, partly due to the continued success of a liquid
    chromatograph/ion-trap mass spectrometer instrument introduced in the
    first quarter of 1996. These increases were offset in part by a decrease
    of $4.3 million in revenues due to the strengthening of the U.S. dollar
    relative to foreign currencies in countries in which the Company operates
    and a decrease of $3.4 million in revenues at CE Instruments, primarily
    due to the discontinuation of distributing products for businesses of 

                                       11PAGE
<PAGE>
                             THERMOQUEST CORPORATION

    Second Quarter 1997 Compared With Second Quarter 1996 (continued)

    Fisons plc that were acquired by Thermo Instrument in March 1996. 

        The gross profit margin increased to 47.7% in the second quarter of
    1997 from 45.3% in the second quarter of 1996. The increase in the gross
    profit margin was primarily due to the increase in sales of higher-margin
    mass spectrometry products, offset in part by the inclusion of
    lower-margin revenues from the Laboratory Products businesses. The gross
    profit margin for the Laboratory Products businesses was 41% in the
    second quarter of 1997. The Company's goal is to increase the gross
    profit margin at the Laboratory Products businesses by improving product
    mix and manufacturing efficiencies, although there can be no assurance
    that the Company will be successful in these efforts.

        Selling, general, and administrative expenses as a percentage of
    revenues remained relatively unchanged at 25.0% in the second quarter of
    1997, compared with 24.2% in the second quarter of 1996. Research and
    development expenses as a percentage of revenues decreased to 6.6% in
    1997 from 7.5% in 1996, primarily due to lower research and development
    expenditures as a percentage of revenues at the Laboratory Products
    businesses.

        Interest income increased to $3.4 million in the second quarter of
    1997 from $2.4 million in the second quarter of 1996, primarily as a
    result of interest income earned on invested proceeds from the Company's
    sale of its common stock in March 1997 (Note 4) and, to a lesser extent,
    the inclusion of interest income from the Laboratory Products businesses.
    The increases in interest income were offset in part by a reduction in
    cash as a result of the acquisition of CE Instruments and MassLab
    Instruments (MassLab) in 1996. The Company's interest income will
    decrease as a result of the cash payment of $160.1 million it expects to
    make to Thermo Instrument in the third quarter of 1997 for the purchase
    of the Laboratory Products businesses and Hypersil operations of Life
    Sciences. Interest expense increased to $3.1 million in 1997 from $1.9
    million in 1996, primarily due to the inclusion of interest expense on
    the debt assumed as part of the acquisition of the Laboratory Products
    businesses and Hypersil. The Company expects to repay this debt to Thermo
    Instrument in the third quarter of 1997.

        The effective tax rate was 44.2% in the second quarter of 1997,
    compared with 42.5% in the second quarter of 1996. The effective tax
    rates exceeded the statutory federal income tax rate primarily due to the
    impact of state income taxes and the nondeductible amortization of cost
    in excess of net assets of acquired companies. The effective tax rate
    increased in 1997 from 1996, primarily due to higher nondeductible
    amortization of cost in excess of net assets of acquired companies in
    1997 compared with 1996.

         The Company is involved in a patent infringement proceeding relating
    to its ion-trap mass spectrometers (Note 5).


                                       12PAGE
<PAGE>
                             THERMOQUEST CORPORATION

    First Six Months Compared With First Six Months 1996

        Revenues increased 38% to $205.9 million in the first six months of
    1997 from $149.0 million in the first six months of 1996. Revenues
    increased $47.4 million due to the acquisition of three business units
    within Life Sciences' Laboratory Products Group, as well as Life
    Sciences' Hypersil operations, from Thermo Instrument, effective March
    12, 1997 (Note 3). In addition, revenues increased $16.8 million at the
    Company's existing mass spectrometry business, partly due to the
    continued success of a liquid chromatograph/ion-trap mass spectrometer
    instrument introduced in the first quarter of 1996, and increased $9.2
    million due to the inclusion for the full six months of 1997 of CE
    Instruments and MassLab, which were acquired from Thermo Instrument
    effective March 29, 1996. These increases were offset in part by a
    decrease of $9.1 million in revenues due to the strengthening of the U.S.
    dollar relative to foreign currencies in countries in which the Company
    operates, primarily the German deutsche mark and the Japanese yen, and,
    to a lesser extent, a decrease in revenues at CE Instruments in the
    second quarter of 1997, primarily due to the reason discussed in the
    results of operations for the second quarter. In addition, revenues in
    the first quarter of 1996 included $2.6 million from the sale of products
    manufactured by third parties.

        The gross profit margin increased to 47.6% in the first six months of
    1997 from 46.2% in the first six months of 1996. The increase in the
    gross profit margin was primarily due to the increase in sales of
    higher-margin mass spectrometry products, offset in part by the inclusion
    of lower-margin revenues from the Laboratory Products businesses, which
    recorded an adjustment to expense of $1.0 million in the first quarter of
    1997 relating to the revaluation of the finished goods inventories
    acquired by the Company. The gross profit margin for the Laboratory
    Products businesses was 38% in the first six months of 1997.

        Selling, general, and administrative expenses as a percentage of
    revenues remained relatively unchanged at 24.4% in the first six months
    of 1997, compared with 24.7% in the first six months of 1996. Research
    and development expenses as a percentage of revenues decreased to 6.8% in
    1997 from 7.2% in 1996, primarily due to the reason discussed in the
    results of operations for the second quarter.

        Interest income increased to $6.0 million in the first six months of
    1997 from $4.0 million in the first six months of 1996, primarily as a
    result of interest income earned on invested proceeds from the Company's
    initial public offering of common stock in March and April 1996 and sale
    of common stock in March 1997 and, to a lesser extent, the inclusion of
    interest income from the Laboratory Products businesses. The increase in
    interest income was offset in part by a reduction in cash as a result of
    the acquisition of CE Instruments and MassLab. Interest expense increased
    to $5.2 million in 1997 from $3.6 million in 1996, primarily due to the
    inclusion of interest expense on the debt assumed as part of the
    acquisition of the Laboratory Products businesses and Hypersil.

        The effective tax rate was 43.5% in the first six months of 1997,
    compared with 42.2% in the first six months of 1996. The effective tax 


                                       13PAGE
<PAGE>
                             THERMOQUEST CORPORATION

    First Six Months Compared With First Six Months 1996 (continued)

    rates exceeded the statutory federal income tax rate primarily due to the
    impact of state income taxes and the nondeductible amortization of cost
    in excess of net assets of acquired companies. The effective tax rate
    increased in 1997 from 1996, primarily due to the reason discussed in the
    results of operations for the second quarter.

    Liquidity and Capital Resources

        Consolidated working capital was $124.7 million at June 28, 1997,
    compared with $216.9 million at December 28, 1996. Included in working
    capital are cash, cash equivalents, and available-for-sale investments of
    $222.7 million at June 28, 1997, compared with $182.4 million at December
    28, 1996. Cash provided by operating activities was $11.5 million in the
    first six months of 1997. Accounts receivable increased $15.3 million
    primarily due to increased shipments at the end of the second quarter.

        At June 28, 1997, $19.2 million of the Company's cash and cash
    equivalents were held by its foreign subsidiaries. While this cash can be
    used outside of the United States, including for acquisitions,
    repatriation of this cash into the United States would be subject to
    foreign withholding taxes and could also be subject to a United States
    tax.

        The Company's investing activities provided $12.1 million of cash in
    the first six months of 1997. In July 1997, the Company agreed to
    purchase three business units within Life Sciences' Laboratory Products
    Group, as well as Life Sciences' Hypersil operations, from Thermo
    Instrument for approximately $160.1 million, subject to a post-closing
    adjustment (Note 3). The aggregate purchase price of $160.1 million,
    which consists of $107.0 million in cash and the assumption of $53.1
    million of debt payable to Thermo Instrument, is included in due to
    parent company and affiliates in the accompanying 1997 balance sheet. The
    Company expects to pay this amount, with interest, to Thermo Instrument
    in the third quarter of 1997. During the first six months of 1997, the
    Company expended $1.6 million for purchases of property, plant, and
    equipment and recorded $1.9 million in proceeds from the sale of
    property, plant, and equipment, primarily from the sale of a building
    acquired in connection with the acquisition of the Laboratory Products
    businesses. During the remainder of 1997, the Company plans to expend
    approximately $3.5 million for property, plant, and equipment.

        The Company's financing activities provided $23.3 million of cash in
    the first six months of 1997. In March 1997, the Company sold 1,768,500
    shares of its common stock for net proceeds of approximately $24.8
    million (Note 4). During the first six months of 1997, the Company used
    cash of $1.6 million for the repayment of short- and long-term
    borrowings.

        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 acquisitions through a
    combination of internal funds, additional debt or equity financing from 

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                             THERMOQUEST CORPORATION

    Liquidity and Capital Resources (continued)

    the capital markets, or short-term borrowings from Thermo Instrument or
    Thermo Electron Corporation, 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.

    PART II - OTHER INFORMATION

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

        On June 2, 1997, at the Annual Meeting of Shareholders, the
    shareholders elected seven incumbent directors to a one-year term
    expiring in 1998. The Directors elected at the meeting were: Dr. Richard
    W.K. Chapman, Dr. George N. Hatsopoulos, Frank Jungers, Earl R. Lewis,
    Anthony J. Pellegrino, Dr. Michael E. Porter, and Arvin H. Smith. Each
    director, except Dr. Chapman, received 48,372,377 shares voted in favor
    of his election and 3,963 shares voted against. Dr. Chapman received
    48,372,177 shares voted in favor of his election and 4,163 shares voted
    against. No abstentions or broker nonvotes were recorded on the election
    of directors.

        The shareholders also approved a proposal to adopt an employees'
    stock purchase program and to reserve 100,000 shares of the Company's
    common stock for issuance thereunder as follows: 48,354,827 shares voted
    in favor, 9,500 shares voted against, 11,600 shares abstained, and 413
    broker nonvotes recorded.

    Item 6 - Exhibits

        See Exhibit Index on the page immediately preceding exhibits.








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<PAGE>
                             THERMOQUEST CORPORATION

                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934,
    the Registrant has duly caused this report to be signed on its behalf by
    the undersigned thereunto duly authorized as of the 6th day of August
    1997.


                                           THERMOQUEST 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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                             THERMOQUEST CORPORATION

                                  EXHIBIT INDEX


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

      2           Asset and Share Purchase Agreement dated as of
                  July 30, 1997, between the Company and Thermo
                  Instrument Systems Inc.

      11          Statement re: Computation of Earnings per Share.

      27          Financial Data Schedule.