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 April 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          (I.R.S. Employer Identification No.)
of 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 April 30, 1999
 ----------------------------         -----------------------------
 Common Stock, $.01 par value                    9,427,901




<PAGE>

<TABLE>
<CAPTION>

PART  I - FINANCIAL INFORMATION

Item 1 - Financial Statements
                                                   
                               THERMO SENTRON INC.

                           Consolidated Balance Sheet
                                   (Unaudited)

                                     Assets
<S>                                                                                   <C>         <C>    

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

Current Assets:
 Cash and cash equivalents                                                            $ 16,094    $14,144
 Accounts receivable, less allowances of $1,357 and $1,367                              24,408     25,076
 Inventories:
   Raw materials                                                                         7,185      5,603
   Work in process                                                                       3,460      2,891
   Finished goods                                                                        6,895      7,535
 Prepaid income taxes                                                                    3,442      3,330
 Prepaid expenses                                                                        1,156        859
                                                                                      --------   --------

                                                                                        62,640     59,438
                                                                                      --------   --------

Property, Plant, and Equipment, at Cost                                                  6,618      6,667
 Less:  Accumulated depreciation and amortization                                        3,059      2,910
                                                                                      --------   --------

                                                                                         3,559      3,757
                                                                                      --------   --------

Other Assets                                                                             4,653      4,768
                                                                                      --------   --------

Cost in Excess of Net Assets of Acquired Companies                                      70,712     72,201
                                                                                      --------   --------

                                                                                      $141,564   $140,164
                                                                                      ========   ========

                                       2
<PAGE>


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

                    Liabilities and Shareholders' Investment

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

Current Liabilities:
 Note payable to Thermo Electron                                                      $ 19,000    $19,000
 Notes payable (includes $973 and $791 to affiliated company)                            3,288      3,047
 Accounts payable                                                                        9,905      9,472
 Accrued payroll and employee benefits                                                   4,390      4,483
 Accrued income taxes                                                                    3,534      3,664
 Customer deposits                                                                       3,397      2,688
 Other accrued expenses                                                                  6,870      7,098
 Due to parent company and affiliated companies                                          1,100        810
                                                                                      --------   --------

                                                                                        51,484     50,262
                                                                                      --------   --------

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

Shareholders' Investment:
 Common stock, $.01 par value, 30,000,000 shares authorized; 9,875,000                      99         99
   shares issued
 Capital in excess of par value                                                         77,072     77,072
 Retained earnings                                                                      18,480     17,359
 Treasury stock at cost, 447,099 shares                                                 (4,965)    (4,965)
 Accumulated other comprehensive items (Note 2)                                         (1,723)      (572)
                                                                                      --------   --------

                                                                                        88,963     88,993
                                                                                      --------   --------

                                                                                      $141,564   $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
                                                                                      April 3,   April 4,
(In thousands except per share amounts)                                                   1999       1998
----------------------------------------------------------------------------------- ----------- ----------

Revenues                                                                               $26,556    $18,946
                                                                                       -------    -------

Costs and Operating Expenses:
 Cost of revenues                                                                       16,584     11,586
 Selling, general, and administrative expenses                                           7,196      4,972
 Research and development expenses                                                         861        470
 Gain on sale of property, plant, and equipment                                            (93)        (2)
                                                                                       -------     ------

                                                                                        24,548     17,026
                                                                                       -------     ------

Operating Income                                                                         2,008      1,920

Interest Income                                                                            116        571
Interest Expense (includes $242 to related party in 1999)                                 (287)      (118)
Other Income, Net                                                                            1         40
                                                                                       -------     ------

Income Before Provision for Income Taxes                                                 1,838      2,413
Provision for Income Taxes                                                                 717        934
                                                                                       -------     ------

Net Income                                                                             $ 1,121     $1,479
                                                                                       =======     ======

Basic and Diluted Earnings per Share (Note 3)                                          $   .12     $  .15
                                                                                       =======     ======

Weighted Average Shares (Note 3):
 Basic                                                                                   9,428      9,862
                                                                                       =======     ======

 Diluted                                                                                 9,443      9,863
                                                                                       =======     ======










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

                                       4
<PAGE>
                               THERMO SENTRON INC.

                      Consolidated Statement of Cash Flows
                                   (Unaudited)

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

Operating Activities:
 Net income                                                                           $  1,121    $ 1,479
 Adjustments to reconcile net income to net cash provided by operating
  activities:
   Depreciation and amortization                                                           892        507
   Provision for losses on accounts receivable                                              74         22
   Gain on sale of property, plant, and equipment                                          (93)        (2)
   Changes in current accounts:
     Accounts receivable                                                                  (185)     1,554
     Inventories                                                                        (1,374)      (555)
     Other current assets                                                                 (468)      (382)
     Accounts payable                                                                    1,168       (728)
     Other current liabilities                                                             902     (1,451)
                                                                                      --------    -------

       Net cash provided by operating activities                                         2,037        444
                                                                                      --------    -------

Investing Activities:
 Proceeds from sale and maturities of available-for-sale investments                         -      1,500
   Proceeds from sale of property, plant, and equipment                                    395         17
 Purchases of property, plant, and equipment                                              (523)      (152)
 Other                                                                                      27        (40)
                                                                                      --------    -------

       Net cash provided by (used in) investing activities                                (101)     1,325
                                                                                      --------    -------

Financing Activities:
 Purchases of Company common stock                                                           -        (99)
 Net increase (decrease) in short-term borrowings                                          389       (461)
                                                                                      --------    -------

       Net cash provided by (used in) financing activities                                 389       (560)
                                                                                      --------    -------

Exchange Rate Effect on Cash                                                              (375)        52
                                                                                      --------    -------

Increase in Cash and Cash Equivalents                                                    1,950      1,261
Cash and Cash Equivalents at Beginning of Period                                        14,144     30,283
                                                                                      --------    -------

Cash and Cash Equivalents at End of Period                                            $ 16,094    $31,544
                                                                                      ========    =======









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

                                       5
<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 April 3, 1999, and the results of
operations and cash flows for the three-month periods ended April 3, 1999, and
April 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 represent 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. The Company had a comprehensive loss of $30,000
in the first quarter of 1999 and comprehensive income of $1,442,000 in the first
quarter of 1998.

3.    Earnings per Share

      Basic and diluted earnings per share were calculated as follows:

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

Basic
Net Income                                                                              $1,121     $1,479
                                                                                        ------     ------

Weighted Average Shares                                                                  9,428      9,862
                                                                                        ------      -----

Basic Earnings per Share                                                                $  .12      $ .15
                                                                                        ======      =====

Diluted
Net Income                                                                              $1,121     $1,479
                                                                                        ------     ------

Weighted Average Shares                                                                  9,428      9,862
Effect of Stock Options                                                                     15          1
                                                                                        ------      -----

Weighted Average Shares, as Adjusted                                                     9,443      9,863
                                                                                        ------      -----

Diluted Earnings per Share                                                              $  .12      $ .15
                                                                                        ======      =====


                                       6
<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 April 3, 1999, there were 440,000 of such options
outstanding, with exercise prices ranging from $11.29 to $16.00 per share.

4.     Business Segment Information

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

Revenues:
 North America (a)                                                                     $15,773    $10,771
 Europe (b)                                                                             12,377      7,130
 Other (c)                                                                               2,072      2,436
 Intersegment sales elimination (d)                                                     (3,666)    (1,391)
                                                                                       -------     ------

                                                                                       $26,556    $18,946
                                                                                       =======    =======

Income Before Provision for Income Taxes:
 North America                                                                         $ 1,800     $1,306
 Europe                                                                                    650        729
 Other                                                                                     (10)       243
 Corporate (e)                                                                            (432)      (358)
                                                                                       -------     ------

 Total operating income                                                                  2,008      1,920
 Interest and other income (expense), net                                                 (170)       493
                                                                                       -------     ------

                                                                                       $ 1,838     $2,413
                                                                                       =======     ======

(a) Includes intersegment sales of $1,594,000 and $977,000 in 1999 and 1998,
    respectively. 
(b) Includes intersegment sales of $2,069,000 and $411,000 in 1999
    and 1998, respectively. 
(c) Includes intersegment sales of $3,000 in both 1999
    and 1998. 
(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. In accordance with EITF 95-3, the Company finalizes its
restructuring plans no later than one year from the respective dates of the
acquisitions. Unresolved matters at April 3, 1999, primarily included completion
of planned severances and abandonment of excess facilities for an acquisition
</TABLE>

                                       7
<PAGE>


5.     Accrued Acquisition Expenses (continued)

completed in June 1998. A summary of the changes in accrued acquisition
expenses, which are included in other accrued expenses in the accompanying
balance sheet, is:
<TABLE>
<CAPTION>

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

<S>                                                             <C>            <C>           <C>   
Balance at January 2, 1999                                             $  177         $ 788         $  965
 Reserves established                                                      34            31             65
 Usage                                                                   (129)         (119)          (248)
                                                                       ------         -----         ------

Balance at April 3, 1999                                               $   82         $ 700         $  782
                                                                       ======         =====         ======

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.

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.

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.

                                       8
<PAGE>

Overview (continued)

      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. The Company expects an increase in the percentage of its revenues
derived from international operations during the next 12 months.

Results of Operations

First Quarter 1999 Compared With First Quarter 1998

      Revenues increased 40% to $26.6 million in the first quarter of 1999 from
$18.9 million in the first quarter of 1998, principally due to the inclusion of
$8.8 million of revenues from the acquisition of the product-monitoring
businesses in June 1998. Revenues from existing businesses decreased $1.0
million, or 6%. Revenues from existing businesses in the European and Other
segments decreased $1.2 million and $0.2 million, respectively, primarily due to
decreased demand. This decrease was offset in part by an increase in revenues of
$0.4 million from existing businesses in the North American segment, primarily
due to increased demand for packaged-goods products in the U.S.

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

      Selling, general, and administrative expenses as a percentage of revenues
increased to 27% in the first quarter of 1999 from 26% in the first quarter of
1998, primarily due to a decrease in revenues at existing businesses.

      Research and development expenses increased to $0.9 million in the first
quarter of 1999 from $0.5 million in the first quarter of 1998, primarily due to
the inclusion of expenses from the acquired product-monitoring businesses.

      Interest income decreased to $0.1 million in the first quarter of 1999
from $0.6 million in the first quarter of 1998, primarily due to a decrease in
average cash balances. The decrease in average 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 first quarter of 1999 from
$0.1 million in the first quarter of 1998, primarily as a result of interest
expense on borrowings to partially finance the acquisition of the
product-monitoring businesses.

      The effective tax rate was 39% in the first 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.

Liquidity and Capital Resources

      Consolidated working capital was $11.2 million at April 3, 1999, compared
with $9.2 million at January 2, 1999. Included in working capital are cash and
cash equivalents of $16.1 million at April 3, 1999, compared with $14.1 million
at January 2, 1999. During the first quarter of 1999, operating activities
provided cash of $2.0 million. Cash provided by the Company's operations and a
$2.1 million increase in accounts payable and other current liabilities was
offset in part by the use of $1.4 million of cash to fund an increase in
inventories, primarily due to an anticipated increase in demand.

      During the first quarter of 1999, the Company's investing activities used
$0.1 million of cash. The Company expended $0.5 million for purchases of
property, plant, and equipment and received proceeds of $0.4 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 $1.5 million.



                                       9
<PAGE>

Liquidity and Capital Resources (continued)

      An increase in short-term borrowings provided $0.4 million of cash during
the first quarter of 1999. Notes payable in the accompanying 1999 balance sheet
includes $2.3 million of short-term borrowings of foreign subsidiaries under
foreign-currency-denominated line-of-credit arrangements with banks. As of April
3, 1999, unused lines of credit totaled $10.0 million.

      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 note payable, due
June 1999, 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 facilities will be ready for the
year 2000. The first phase of the program, testing and evaluating the Company's
critical information technology systems and facilities 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 facilities. The Company's 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 facilities that were
identified during phase one are prioritized and remediated. The Company is
currently upgrading or replacing such noncompliant information technology
systems, and this process was approximately 80% complete as of April 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 facilities 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

                                       10
<PAGE>

Year 2000 (continued)

warranty and/or early in their expected life. The Company is offering upgrades
and/or identifying potential solutions where reasonably practicable.

      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 is distributing 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 started to follow-up with
significant suppliers and vendors that have not responded to the Company's
questionnaires. The Company has completed the majority of its assessment of
third party risk, and expects to be substantially completed by June 1999.

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.

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 $130,000 as of April 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 April 3, 1999,
were spent on testing and upgrading information technology 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


                                       11
<PAGE>

Year 2000 (continued)

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 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 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.




                                       12
<PAGE>

                                   SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized as of the 6th day of May 1999.

                                              THERMO SENTRON INC.



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



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


                                       13
<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number         Description of Exhibit

   27          Financial Data Schedule.
</TABLE>