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 July 3, 1999

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

                         Commission File Number 1-14254

                               THERMO SENTRON INC.
             (Exact name of Registrant as specified in its charter)

Delaware                                                             41-1827303
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

501 90th Avenue N.W.
Minneapolis, Minnesota                                                    55433
(Address of principal executive offices)                             (Zip Code)

       Registrant's telephone number, including area code: (781) 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 30, 1999
    Common Stock, $.01 par value                      9,433,151




<PAGE>
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<CAPTION>


PART  I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                               THERMO SENTRON INC.

                           Consolidated Balance Sheet
                                   (Unaudited)
<S>                                                                                  <C>       <C>

                                     Assets

                                                                                       July 3, January 2,
(In thousands)                                                                            1999       1999
----------------------------------------------------------------------------------- ----------- ----------

Current Assets:
 Cash and cash equivalents                                                            $  9,702    $14,144
 Advance to affiliate (Note 7)                                                              98          -
 Accounts receivable, less allowances of $1,641 and $1,367                              25,566     25,076
 Inventories:
   Raw materials                                                                         5,975      5,603
   Work in process                                                                       2,979      2,891
   Finished goods                                                                        6,293      7,535
 Prepaid income taxes                                                                    4,154      3,330
 Prepaid expenses                                                                        1,088        859
                                                                                      --------   --------

                                                                                        55,855     59,438
                                                                                      --------   --------

Property, Plant, and Equipment, at Cost                                                  6,409      6,667
 Less:  Accumulated depreciation and amortization                                        3,307      2,910
                                                                                      --------   --------

                                                                                         3,102      3,757
                                                                                      --------   --------

Other Assets                                                                             4,709      4,768
                                                                                      --------   --------

Cost in Excess of Net Assets of Acquired Companies                                      71,746     72,201
                                                                                      --------   --------

                                                                                      $135,412   $140,164
                                                                                      ========   ========


                                       2
<PAGE>

                               THERMO SENTRON INC.
                     Consolidated Balance Sheet (continued)
                                   (Unaudited)

                    Liabilities and Shareholders' Investment

                                                                                       July 3, January 2,
(In thousands except share amounts)                                                       1999       1999
----------------------------------------------------------------------------------- ----------- ----------

Current Liabilities:
 Note payable to Thermo Electron                                                      $ 13,000    $19,000
 Notes payable (includes $699 and $791 to affiliated company)                            2,865      3,047
 Accounts payable                                                                        9,163      9,472
 Accrued payroll and employee benefits                                                   3,817      4,483
 Accrued income taxes                                                                    3,324      3,664
 Customer deposits                                                                       3,265      2,688
 Other accrued expenses                                                                  8,093      7,098
 Due to parent company and affiliated companies                                          1,273        810
                                                                                      --------   --------

                                                                                        44,800     50,262
                                                                                      --------   --------

Deferred Income Taxes                                                                    1,117        909
                                                                                      --------   --------

Shareholders' Investment:
 Common stock, $.01 par value, 30,000,000 shares authorized; 9,880,250                      99         99
   and 9,875,000 shares issued
 Capital in excess of par value                                                         77,124     77,072
 Retained earnings                                                                      20,276     17,359
 Treasury stock at cost, 447,099 shares                                                 (4,965)    (4,965)
 Accumulated other comprehensive items (Note 2)                                         (3,039)      (572)
                                                                                      --------   --------

                                                                                        89,495     88,993
                                                                                      --------   --------
                                                                                      $135,412   $140,164
                                                                                      ========   ========

















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

                                       3
<PAGE>

                               THERMO SENTRON INC.

                        Consolidated Statement of Income
                                   (Unaudited)

                                                                                      Three Months Ended
                                                                                       July 3,    July 4,
(In thousands except per share amounts)                                                   1999       1998
----------------------------------------------------------------------------------- ----------- ----------

Revenues                                                                               $28,106    $21,612
                                                                                       -------    -------

Costs and Operating Expenses:
 Cost of revenues                                                                       17,080     13,012
 Selling, general, and administrative expenses                                           7,277      5,696
 Research and development expenses                                                         762        536
 Loss on sale of property, plant, and equipment                                              7          -
                                                                                       -------     ------

                                                                                        25,126     19,244
                                                                                       -------    -------

Operating Income                                                                         2,980      2,368

Interest Income                                                                            154        462
Interest Expense (includes $241 and $77 to related party)                                 (315)      (178)
Gain on Sale of Investments, Net                                                             -         11
Equity in Earnings of Unconsolidated Subsidiary                                            125         17
                                                                                       -------     ------

Income Before Provision for Income Taxes                                                 2,944      2,680
Provision for Income Taxes                                                               1,148      1,034
                                                                                       -------     ------

Net Income                                                                             $ 1,796     $1,646
                                                                                       =======     ======

Basic and Diluted Earnings per Share (Note 3)                                          $   .19     $  .17
                                                                                       =======     ======

Weighted Average Shares (Note 3):
 Basic                                                                                   9,430      9,690
                                                                                       =======     ======

 Diluted                                                                                 9,463      9,695
                                                                                       =======     ======
















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

                                       4
<PAGE>

                               THERMO SENTRON INC.

                        Consolidated Statement of Income
                                   (Unaudited)

                                                                                        Six Months Ended
                                                                                       July 3,    July 4,
(In thousands except per share amounts)                                                   1999       1998
----------------------------------------------------------------------------------- ----------- ----------

Revenues                                                                               $54,662    $40,558
                                                                                       -------    -------

Costs and Operating Expenses:
 Cost of revenues                                                                       33,664     24,598
 Selling, general, and administrative expenses                                          14,473     10,666
 Research and development expenses                                                       1,623      1,006
 Gain on sale of property, plant, and equipment, net                                       (86)         -
                                                                                       -------     ------

                                                                                        49,674     36,270
                                                                                       -------    -------

Operating Income                                                                         4,988      4,288

Interest Income                                                                            270      1,033
Interest Expense (includes $483 and $77 to related party)                                 (602)      (296)
Gain on Sale of Investments, Net                                                             -         11
Equity in Earnings of Unconsolidated Subsidiary                                            126         57
                                                                                       -------     ------

Income Before Provision for Income Taxes                                                 4,782      5,093
Provision for Income Taxes                                                               1,865      1,968
                                                                                       -------     ------

Net Income                                                                             $ 2,917     $3,125
                                                                                       =======     ======

Basic and Diluted Earnings per Share (Note 3)                                          $   .31     $  .32
                                                                                       =======     ======

Weighted Average Shares (Note 3):
 Basic                                                                                   9,429      9,776
                                                                                       =======     ======

 Diluted                                                                                 9,453      9,779
                                                                                       =======     ======
















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

                                       5
<PAGE>

                               THERMO SENTRON INC.

                      Consolidated Statement of Cash Flows
                                   (Unaudited)

                                                                                        Six Months Ended
                                                                                       July 3,    July 4,
(In thousands)                                                                            1999       1998
----------------------------------------------------------------------------------- ----------- ----------

Operating Activities:
 Net income                                                                           $  2,917    $ 3,125
 Adjustments to reconcile net income to net cash provided by operating
  activities:
   Depreciation and amortization                                                         1,769      1,114
   Provision for losses on accounts receivable                                             181         77
   Gain on sale of property, plant, and equipment, net                                     (86)         -
   Changes in current accounts:
     Accounts receivable                                                                (1,855)     1,892
     Inventories                                                                          (271)      (499)
     Other current assets                                                                 (421)      (578)
     Accounts payable                                                                      818     (1,407)
     Other current liabilities                                                            (839)    (3,035)
                                                                                      --------    -------

       Net cash provided by operating activities                                         2,213        689
                                                                                      --------    -------

Investing Activities:
 Acquisitions, net of cash acquired                                                          -    (44,195)
 Proceeds from sale and maturities of available-for-sale investments                         -      9,511
 Advances to affiliate, net (Note 7)                                                       (98)         -
 Proceeds from sale of property, plant, and equipment                                      759         28
 Purchases of property, plant, and equipment                                              (827)      (312)
 Other                                                                                    (126)      (169)
                                                                                      --------    -------

       Net cash used in investing activities                                              (292)   (35,137)
                                                                                      --------    -------

Financing Activities:
 Issuance of short-term obligation to Thermo Electron                                        -     21,000
 Repayment of short-term obligation to Thermo Electron                                  (6,000)         -
 Net proceeds from issuance of Company common stock                                         52          -
 Purchases of Company common stock                                                           -     (3,222)
 Net increase (decrease) in short-term borrowings                                           43     (1,660)
                                                                                      --------    -------

       Net cash provided by (used in) financing activities                              (5,905)    16,118
                                                                                      --------    -------

Exchange Rate Effect on Cash                                                              (458)       272
                                                                                      --------    -------

Decrease in Cash and Cash Equivalents                                                   (4,442)   (18,058)
Cash and Cash Equivalents at Beginning of Period                                        14,144     30,283
                                                                                      --------    -------

Cash and Cash Equivalents at End of Period                                            $  9,702    $12,225
                                                                                      ========    =======

Noncash Activities:
 Fair value of assets of acquired companies                                           $      -    $54,294
 Cash paid for acquired companies                                                            -    (44,195)
                                                                                      --------    -------

       Liabilities assumed of acquired companies                                      $      -    $10,099
                                                                                      ========    =======

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

                                       6
<PAGE>

                   Notes to Consolidated Financial Statements
1.    General

      The interim consolidated financial statements presented have been prepared
by Thermo Sentron Inc. (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 July 3, 1999, the results of
operations for the three- and six-month periods ended July 3, 1999, and July 4,
1998, and the cash flows for the six-month periods ended July 3, 1999, and July
4, 1998. Interim results are not necessarily indicative of results for a full
year.

      The consolidated balance sheet presented as of January 2, 1999, has been
derived from the consolidated financial statements that have been audited by the
Company's independent public accountants. The consolidated financial statements
and notes are presented as permitted by Form 10-Q and do not contain certain
information included in the annual financial statements and notes of the
Company. The consolidated financial statements and notes included herein should
be read in conjunction with the financial statements and notes included in the
Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1999,
filed with the Securities and Exchange Commission.

2.    Comprehensive Income

      Comprehensive income combines net income and "other comprehensive items,"
which represents certain amounts that are reported as components of
shareholders' investment in the accompanying balance sheet, including foreign
currency translation adjustments and unrealized net of tax gains and losses from
available-for-sale investments. During the second quarter of 1999 and 1998, the
Company had comprehensive income of $480,000 and $1,633,000, respectively.
During the first six months of 1999 and 1998, the Company had comprehensive
income of $450,000 and $3,076,000, respectively.
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3.    Earnings per Share

      Basic and diluted earnings per share were calculated as follows:
<S>                                                           <C>        <C>         <C>        <C>

                                                                 Three Months Ended     Six Months Ended
                                                                July 3,     July 4,    July 3,     July 4,
(In thousands except per share amounts)                            1999        1998       1999        1998
------------------------------------------------------------- ---------- ----------- ---------- ----------

Basic
Net Income                                                        $1,796     $1,646     $2,917     $3,125
                                                                  ------     ------     ------     ------

Weighted Average Shares                                            9,430      9,690      9,429      9,776
                                                                  ------     ------     ------     ------

Basic Earnings per Share                                          $  .19     $  .17     $  .31     $  .32
                                                                  ======     ======     ======     ======

Diluted
Net Income                                                        $1,796     $1,646     $2,917     $3,125
                                                                  ------     ------     ------     ------

Weighted Average Shares                                            9,430      9,690      9,429      9,776
Effect of Stock Options                                               33          5         24          3
                                                                  ------     ------     ------     ------

Weighted Average Shares, as Adjusted                               9,463      9,695      9,453      9,779
                                                                  ------     ------     ------     ------

Diluted Earnings per Share                                        $ .19      $  .17      $ .31      $  .32
                                                                  =====      ======      =====      ======



                                       7
<PAGE>

3.    Earnings per Share (continued)

      The computation of diluted earnings per share excludes the effect of
assuming the exercise of certain outstanding stock options because the effect
would be antidilutive. At July 3, 1999, there were 390,000 of such options
outstanding, with exercise prices ranging from $12.28 to $16.00 per share.

4.    Business Segment Information

                                                                 Three Months Ended       Six Months Ended
                                                                July 3,     July 4,    July 3,     July 4,
(In thousands)                                                     1999        1998       1999       1998
------------------------------------------------------------- ---------- ----------- ---------- ----------

Revenues:
 North America (a)                                              $17,013     $12,816    $32,786     $23,587
 Europe (b)                                                      12,781       8,440     25,158      15,570
 Other (c)                                                        1,995       2,303      4,067       4,739
 Intersegment sales elimination (d)                              (3,683)     (1,947)    (7,349)     (3,338)
                                                                -------     -------     ------     -------

                                                                $28,106     $21,612    $54,662     $40,558
                                                                =======     =======    =======     =======

Income Before Provision for Income Taxes:
 North America                                                   $2,302     $ 2,027     $4,102     $ 3,333
 Europe                                                           1,053         544      1,703       1,273
 Other                                                               93         340         83         583
 Corporate (e)                                                     (468)       (543)      (900)       (901)
                                                                 ------     -------     ------     -------

 Total operating income                                           2,980       2,368      4,988       4,288
 Interest and other income (expense), net                           (36)        312       (206)        805
                                                                 ------     -------     ------     -------

                                                                 $2,944     $ 2,680     $4,782     $ 5,093
                                                                 ======     =======     ======     =======

(a) Includes intersegment sales of $1,735,000 and $1,042,000 in the second
    quarter of 1999 and 1998, respectively, and $3,329,000 and $2,017,000 in the
    first six months of 1999 and 1998, respectively.
(b) Includes intersegment sales of $1,947,000 and $902,000 in the second quarter
    of 1999 and 1998, respectively, and $4,016,000 and $1,315,000 in the first
    six months of 1999 and 1998, respectively.
(c) Includes intersegment sales of $1,000 and $3,000 in the second quarter of
    1999 and 1998, respectively, and $4,000 and $6,000 in the first six months
    of 1999 and 1998, respectively.
(d) Intersegment sales are accounted for at prices that are representative of
    transactions with unaffiliated parties.
(e) Primarily general and administrative expenses.

5.    Accrued Acquisition Expenses

      The Company has undertaken restructuring activities at certain acquired
businesses. The Company's restructuring activities, which were accounted for in
accordance with Emerging Issues Task Force Pronouncement (EITF) 95-3, primarily
have included reductions in staffing levels and the abandonment of excess
facilities. In connection with these restructuring activities, as part of the
cost of acquisitions, the Company established reserves, primarily for severance
and excess facilities. The Company finalized its restructuring plans for
businesses acquired in June 1998 during the second quarter of 1999. Amounts
accrued at July 3, 1999, represent ongoing lease obligations (net of sublease
income) through 2008 for abandoned facilities as well as severance, which will
be paid during the third quarter of 1999.
</TABLE>

                                       8
<PAGE>

5.    Accrued Acquisition Expenses (continued)
<TABLE>
<CAPTION>

      A summary of the changes in accrued acquisition expenses, which are
included in other accrued expenses in the accompanying balance sheet, follows:

                                                                 Abandonment
                                                                   of Excess
(In thousands)                                      Severance     Facilities          Other          Total
----------------------------------------------- -------------- -------------- -------------- -------------

<S>                                             <C>            <C>            <C>            <C>
Balance at January 2, 1999                             $  177         $  788         $    -         $  965
 Reserves established                                     478          1,151             62          1,691
 Usage                                                   (408)          (309)           (22)          (739)
 Currency translation adjustment                            -            (21)             -            (21)
                                                       ------         ------         ------         ------

Balance at July 3, 1999                                $  247         $1,609         $   40         $1,896
                                                       ======         ======         ======         ======

6.    Proposed Reorganization

      During 1998, Thermo Electron Corporation announced a proposed
reorganization involving certain of Thermo Electron's subsidiaries, including
the Company. Under this plan, Thermedics Inc.'s majority interest in the Company
would be transferred to Thermo Electron. The Company would then be taken private
and become a wholly owned subsidiary of Thermo Electron. Shareholders of the
Company would receive cash in exchange for their shares of common stock. The
proposed transactions are subject to a number of conditions, including the
establishment of prices and exchange ratios; confirmation of anticipated tax
consequences; approval by the Board of Directors of the Company, Thermedics, and
Thermo Electron (including the independent directors of the Company and
Thermedics); negotiation and execution of definitive agreements; clearance by
the Securities and Exchange Commission of any necessary documents in connection
with the proposed transactions; and the receipt of fairness opinions from
investment banking firms on certain financial aspects of the transactions.

7.    Cash Management Arrangement

      Effective June 1, 1999, the Company and Thermo Electron commenced use of a
new domestic cash management arrangement. Under the new arrangement, amounts
advanced to Thermo Electron by the Company for domestic cash management purposes
bear interest at the 30-day Dealer Commercial Paper Rate plus 50 basis points,
set at the beginning of each month. Thermo Electron is contractually required to
maintain cash, cash equivalents, and/or immediately available bank lines of
credit equal to at least 50% of all funds invested under this cash management
arrangement by all Thermo Electron subsidiaries other than wholly owned
subsidiaries. The Company has the contractual right to withdraw its funds
invested in the cash management arrangement upon 30 days' prior notice. Amounts
invested in this arrangement are included in "advance to affiliate" in the
accompanying balance sheet.

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

      Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this Management's
Discussion and Analysis of Financial Condition and Results of Operations. For
this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. 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 heading "Forward-looking
Statements" in Exhibit 13 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 2, 1999, filed with the Securities and Exchange
Commission.

                                       9
<PAGE>

Overview

      The Company designs, develops, manufactures, and markets high-speed
precision-weighing and inspection equipment for industrial production and
packaging lines. The Company is managed geographically and operates in three
segments based on the locations from which they conduct business: North America,
Europe, and Other, which principally includes Australia, New Zealand, and South
Africa. Each of the Company's segments serves two principal markets: packaged
goods and bulk materials. The Company's products for the packaged-goods market
include a broad line of checkweighing equipment and metal detectors that can be
integrated at various stages in production lines for process control and quality
assurance. These products are sold to customers in the food-processing,
pharmaceutical, mail-order, and other diverse industries. In June 1998, the
Company expanded its packaged-goods product line through the acquisition of the
three businesses that constituted the product-monitoring group of Graseby
Limited (the product-monitoring businesses), a subsidiary of Smiths Industries
plc. The Company's bulk-materials product line includes conveyor-belt scales,
solid level-measurement and conveyor-monitoring systems, sampling systems, and
small-capacity feeders. These products are sold primarily to customers in the
mining and material-processing industries, as well as to electric utilities and
chemical and other manufacturing companies.

      A substantial portion of the Company's sales are derived from sales of
products outside the United States, through export sales, and sales by the
Company's foreign subsidiaries. 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 affecting the relationship between the U.S. dollar and foreign
currencies.

Results of Operations

Second Quarter 1999 Compared With Second Quarter 1998

      Revenues increased 30% to $28.1 million in the second quarter of 1999 from
$21.6 million in the second quarter of 1998. Revenues increased $7.1 million due
to the inclusion of a full three months of revenues from the product-monitoring
businesses, which were acquired in June 1998. Excluding the impact of the
acquisition and foreign exchange, revenues from existing businesses decreased
$0.2 million. Revenues from existing businesses in the European and Other
segments decreased $0.4 million and $0.3 million, respectively, primarily due to
decreased demand. This decrease was offset in part by an increase in revenues of
$0.5 million from existing businesses in the North American segment, primarily
due to increased demand for packaged-goods products in the U.S. Revenues
decreased by $0.4 million due to a stronger U.S. dollar relative to currencies
in foreign countries in which the Company operates.

      The gross profit margin decreased to 39% in the second quarter of 1999
from 40% in the second quarter of 1998, primarily due to the inclusion of
lower-margin revenues from the acquired product-monitoring businesses for the
full three-month period.

      Selling, general, and administrative expenses as a percentage of revenues
were unchanged at 26% in the second quarter of 1999 and 1998.

      Research and development expenses increased to $0.8 million in the second
quarter of 1999 from $0.5 million in the second quarter of 1998, primarily due
to the inclusion of a full three months of expenses from the acquired
product-monitoring businesses.

      Interest income decreased to $0.2 million in the second quarter of 1999
from $0.5 million in the second quarter of 1998, primarily due to a decrease in
invested cash balances. The decrease in invested cash balances was principally
due to cash expended for the acquisition of the product-monitoring businesses.
Interest expense increased to $0.3 million in the second quarter of 1999 from
$0.2 million in the second quarter of 1998, primarily due to the inclusion of a
full three months of interest expense on borrowings to partially finance the
acquisition of the product-monitoring businesses.

      The effective tax rate was 39% in the second quarter of 1999 and 1998. The
effective tax rate exceeded the statutory federal income tax rate primarily due
to the impact of state income taxes and foreign tax rate differences.

                                       10
<PAGE>

First Six Months 1999 Compared With First Six Months 1998

      Revenues increased 35% to $54.7 million in the first six months of 1999
from $40.6 million in the first six months of 1998. Revenues increased $15.9
million due to the inclusion of a full six months of revenues from the
product-monitoring businesses, which were acquired in June 1998. Excluding the
impact of the acquisition and foreign exchange, revenues from existing
businesses decreased $1.2 million. Revenues from existing businesses in the
European and Other segments decreased $1.6 million and $0.5 million,
respectively, primarily due to decreased demand. This decrease was offset in
part by an increase in revenues of $0.9 million from existing businesses in the
North American segment, primarily due to increased demand for packaged-goods
products in the U.S. Revenues decreased by $0.6 million due to a stronger U.S.
dollar relative to currencies in foreign countries in which the Company
operates.

      The gross profit margin decreased to 38% in the first six months of 1999
from 39% in the first six months of 1998, primarily due to the inclusion of
lower-margin revenues from the acquired product-monitoring businesses for the
full six-month period.

      Selling, general, and administrative expenses as a percentage of revenues
were unchanged at 26% in the first six months of 1999 and 1998, respectively.

      Research and development expenses increased to $1.6 million in the first
six months of 1999 from $1.0 million in the first six months of 1998, primarily
due to the inclusion of a full six months of expenses from the acquired
product-monitoring businesses.

      Interest income decreased to $0.3 million in the first six months of 1999
from $1.0 million in the first six months of 1998. Interest expense increased to
$0.6 million in the first six months of 1999 from $0.3 million in the first six
months of 1998. These changes were primarily due to the reasons discussed in the
results of operations for the second quarter.

      The effective tax rate was 39% in the first six months of 1999 and 1998.
The effective tax rate exceeded the statutory federal income tax rate primarily
due to the impact of state income taxes and foreign tax rate differences.

Liquidity and Capital Resources

      Consolidated working capital was $11.1 million at July 3, 1999, compared
with $9.2 million at January 2, 1999. Included in working capital are cash and
cash equivalents of $9.7 million at July 3, 1999, compared with $14.1 million at
January 2, 1999. During the first six months of 1999, operating activities
provided cash of $2.2 million. Cash provided by the Company's operations was
offset in part by the use of $1.9 million of cash to fund an increase in
accounts receivable, primarily due to delays in the pursuit of collections of
accounts receivable at certain of the Company's subsidiaries, due principally to
disruptions to collection activities caused by restructuring and integration of
acquired businesses. The Company has substantially completed these actions and
expects to improve collections over the remainder of 1999.

      During the first six months of 1999, the Company's investing activities
used $0.3 million of cash. The Company expended $0.8 million for purchases of
property, plant, and equipment and received proceeds of $0.8 million from the
sale of property, plant, and equipment. During the remainder of 1999, the
Company expects to make capital expenditures for the purchase of property,
plant, and equipment of approximately $1.2 million.

      During the first six months of 1999, the Company's financing activities
used $5.9 million in cash. In June 1999, the Company repaid $6.0 million of its
note payable to Thermo Electron and issued Thermo Electron a new note for $13.0
million in exchange for the initial note. Notes payable in the accompanying 1999
balance sheet includes $2.1 million of short-term borrowings of foreign
subsidiaries under foreign-currency-denominated line-of-credit arrangements with
banks. As of July 3, 1999, unused lines of credit totaled $9.6 million.


                                       11
<PAGE>

Liquidity and Capital Resources (continued)

      Generally the Company expects to have positive cash flow from its existing
operations. Although the Company does not presently intend to actively seek to
acquire additional businesses in the near future, it may consider acquiring one
or more complementary businesses if they are presented to the Company on terms
the Company believes to be attractive. Such acquisitions may require a
significant amount of cash. While the Company currently has no agreements to
acquire other businesses, the Company expects that it would finance any such
acquisition through a combination of internal funds, additional debt or equity
financing from the capital markets, or short-term borrowings from Thermedics or
Thermo Electron, although it has no agreement with these companies to ensure
that funds will be available on acceptable terms or at all. Thermo Electron has
indicated its willingness to require payment of the Company's $13.0 million
principal amount note payable, due March 2000, only to the extent that the
Company's cash flows permit. Accordingly, the Company believes that its existing
resources are sufficient to meet the capital requirements of its existing
businesses for the foreseeable future.

Year 2000

      The following information constitutes a "Year 2000 Readiness Disclosure"
under the Year 2000 Information and Readiness Disclosure Act. The Company
continues to assess the potential impact of the year 2000 date recognition issue
on the Company's internal business systems, products, and operations. The
Company's year 2000 initiatives include (i) testing and upgrading significant
information technology systems and facilities; (ii) testing and developing
upgrades, if necessary, for the Company's current products and certain
discontinued products; (iii) assessing the year 2000 readiness of its key
suppliers and vendors; and (iv) developing a contingency plan.

The Company's State of Readiness

      The Company has implemented a compliance program to ensure that its
critical information technology systems and noninformation technology systems
will be ready for the year 2000. The first phase of the program, testing and
evaluating the Company's critical information technology systems and
noninformation technology systems for year 2000 compliance, has largely been
completed. During phase one, the Company tested and evaluated its significant
computer systems, software applications, and related equipment for year 2000
compliance. The Company also evaluated the potential year 2000 impact on its
critical noninformation technology systems, which efforts included testing the
year 2000 readiness of its manufacturing, utility, and telecommunications
systems at its critical facilities. The Company is currently in phase two of its
program, during which any material noncompliant systems or noninformation
technology systems that were identified during phase one are prioritized and
remediated. The Company is currently upgrading or replacing its noncompliant
information technology systems, and this process was approximately 95% complete
as of July 3, 1999. In many cases, such upgrades or replacements are being made
in the ordinary course of business, without accelerating previously scheduled
upgrades or replacements. The Company expects that all of its material
information technology systems and critical noninformation technology systems
will be year 2000 compliant by the end of 1999.

      The Company has also implemented a compliance program to test and evaluate
the year 2000 readiness of the material products that it currently manufactures
and sells. The Company believes that all of such material products are year 2000
compliant. However, as many of the Company's products are complex, interact with
or incorporate third- party products, and operate on computer systems that are
not under the Company's control, there can be no assurance that the Company has
identified all of the year 2000 problems with its current products. The Company
believes that certain of its older products, which it no longer manufactures or
sells, may not be year 2000 compliant. The Company is continuing to test and
evaluate such products. The Company is focusing its efforts on products that are
still under warranty and/or early in their expected life. The Company is
offering upgrades and/or identifying potential solutions where reasonably
practicable.

                                       12
<PAGE>

Year 2000 (continued)

      The Company is in the process of identifying and assessing the year 2000
readiness of key suppliers and vendors that are believed to be significant to
the Company's business operations. As part of this effort, the Company has
developed and distributed questionnaires relating to year 2000 compliance to its
significant suppliers and vendors. To date, no significant supplier or vendor
has indicated that it believes its business operations will be materially
disrupted by the year 2000 issue. The Company has substantially completed its
assessment of third-party risk.

Contingency Plan

      The Company is developing a contingency plan that will allow its primary
business operations to continue despite disruptions due to year 2000 problems.
This plan may include identifying and securing other suppliers, increasing
inventories, and modifying production facilities and schedules. As the Company
continues to evaluate the year 2000 readiness of its business systems and
facilities, products, and significant suppliers and vendors, it will modify and
adjust its contingency plan as may be required. The Company expects to complete
its contingency plan by October 1999.

Estimated Costs to Address the Company's Year 2000 Issues

      The Company had incurred expenses to third parties (external costs)
related to year 2000 issues of approximately $330,000 as of July 3, 1999, and
the total external costs of year 2000 remediation are expected to be
approximately $400,000. All of the external costs incurred as of July 3, 1999,
were spent on testing and upgrading information technology and communications
systems. All internal costs and related external costs other than capital
additions related to year 2000 remediation have been and will continue to be
expensed as incurred.

      The Company does not track the internal costs incurred for its year 2000
compliance project. Such costs are principally the related payroll costs for its
information systems group.

Reasonably Likely Worst Case Scenario

      The Company is not currently able to determine the most reasonably likely
worst case scenario to result from the year 2000 issue. One possible worst case
scenario would be that certain of the Company's material suppliers or vendors
experience business disruptions due to the year 2000 issue and are unable to
provide materials and services to the Company on time. The Company's operations
could be delayed or temporarily shut down, and it could be unable to meet its
obligations to customers in a timely fashion. The Company's business,
operations, and financial condition could be adversely affected in amounts that
cannot be reasonably estimated at this time. If the Company believes that any of
its key suppliers or vendors may not be year 2000 compliant, it will seek to
identify and secure other suppliers or vendors as part of its contingency plan.

Risks of the Company's Year 2000 Issues

     While the Company is attempting to minimize any negative consequences
arising from the year 2000 issue, there can be no assurance that year 2000
problems will not have a material adverse impact on the Company's business,
operations, or financial condition. While the Company expects that upgrades to
its internal business systems will be completed in a timely fashion, there can
be no assurance that the Company will not encounter unexpected costs or delays.
Despite its efforts to ensure that its material current products are year 2000
compliant, the Company may see an increase in warranty and other claims,
especially those related to Company products that incorporate, or operate using,
third-party software or hardware. In addition, certain of the Company's older
products, which it no longer manufactures or sells, may not be year 2000
compliant, which may expose the Company to claims. As discussed above, if any of
the Company's material suppliers or vendors experience business disruptions due
to year 2000 issues, the Company might also be materially adversely affected. If
any countries in which the Company operates experience

                                       13
<PAGE>

Year 2000 (continued)

significant year 2000 disruption, the Company could also be materially adversely
affected. There is expected to be a significant amount of litigation relating to
the year 2000 issue and there can be no assurance that the Company will not
incur material costs in defending or bringing lawsuits. In addition, if any year
2000 issues are identified, there can be no assurance that the Company will be
able to retain qualified personnel to remedy such issues. Any unexpected costs
or delays arising from the year 2000 issue could have a material adverse impact
on the Company's business, operations, and financial condition in amounts that
cannot be reasonably estimated at this time.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

      The Company's exposure to market risk from changes in foreign currency
exchange rates has not changed materially from its exposure at year-end 1998.

PART II - OTHER INFORMATION

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

     On May 27, 1999, at the Annual Meeting of  Shareholders,  the  shareholders
elected five incumbent directors to a one-year term expiring in 2000. The
Directors elected at the meeting were: Mr. Marshall J. Armstrong, Mr. John T.
Keiser, Mr. Donald E. Noble, Mr. Lewis J. Ribich, and Mr. Peter Richman. Each
director received 9,287,341 shares voted in favor of his election and 2,835
shares voted against. No abstentions or broker nonvotes were recorded on the
election of directors.

Item 6 - Exhibits and Reports on Form 8-K

(a)   Exhibits

      See Exhibit Index on the page immediately preceding exhibits.

(b)   Reports on Form 8-K

      None.



                                       14
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                                   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 August 1999.

                                                          THERMO SENTRON INC.



                                                          /s/ Paul F. Kelleher
                                                          Paul F. Kelleher
                                                          Chief Accounting Officer



                                                          /s/ Theo Melas-Kyriazi
                                                          Theo Melas-Kyriazi
                                                          Chief Financial Officer

<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number         Description of Exhibit

10.1           Master Cash Management, Guarantee Reimbursement, and Loan Agreement
               dated as of June 1, 1999, between the Registrant and Thermo
               Electron Corporation.

10.2           Amended and Restated $13,000,000 Promissory Note dated as of
               June 30, 1999, issued by Thermo Sentron Inc. to Thermo Electron
               Corporation.

10.3           Deferred Compensation Plan for Directors of the Registrant,
               as amended and restated as of June 8, 1999.

27             Financial Data Schedule.
</TABLE>