SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC 20549
          ----------------------------------------------------

                               FORM 10-K

(mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the fiscal year ended December 30, 2000

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

                     Commission file number 1-12137

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

Delaware                                                              04-3311544
(State or other jurisdiction of
incorporation or organization)              (I.R.S. Employer Identification No.)

8 Alfred Circle
Bedford, Massachusetts                                                     01730
(Address of principal executive offices)                              (Zip Code)

      Registrant's telephone number, including area code: (781) 622-1000

         Securities registered pursuant to Section 12(b) of the Act:

      Title of each class              Name of each exchange on which registered
  Common Stock, $.01 par value                           American Stock Exchange
       Redemption Rights

         Securities registered pursuant to Section 12(g) of the Act:
                                 None

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 the filing
requirements for at least the past 90 days. Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference into Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of January 26, 2001, was approximately $12,257,000.

As of January 26, 2001, the Registrant had 11,498,649 shares of Common Stock
outstanding.

                 DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the year ended
December 30, 2000, are incorporated by reference into Parts I and II, and
portions of the Registrant's definitive Proxy Statement for the Annual Meeting
of Shareholders to be held on May 15, 2001, are incorporated by reference into
Part III. Copies of these documents can be obtained at no cost by calling the
Company's Investor Relations Department at (781) 622-1111.

<PAGE>

                                  PART I

Item 1.  Business

(a)   General Development of Business

     Thermo  Fibergen  Inc.  (the Company or the  Registrant)  operates in three
business segments: Cellulose-based Products, Fiber-based Composite Products, and
Fiber-recovery and Water-clarification Services.

      The Cellulose-based Products segment includes the Company's GranTek
subsidiary, which employs patented technology to produce biodegradable absorbing
granules from papermaking byproducts that are marketed and sold as Biodac(R)
agricultural carriers, Gran-sorb(TM) oil and grease absorbents, and PaPurr(TM)
cat box fillers.

      Through the NEXT Fiber Products Inc. subsidiary, established in October
1999, the Company's Fiber-based Composite Products segment develops, produces,
and markets fiber-based composites primarily for the building industry, used for
applications such as soundwalls, decking, privacy fencing, and siding. In
addition, the Company is also developing a composite roof tile product that is
lighter and has higher impact strength than traditional materials such as clay
and slate tiles. Because the Company's composite building products are resistant
to moisture, they do not possess many of the functional and practical
disadvantages common to pressure-treated wood products such as splitting,
splintering, warping, rotting, and insect infestation. In addition, the
Company's products do not have the costs associated with the required annual
maintenance of traditional pressure-treated wood products. In January 2001, the
Company purchased the remaining 49% equity interest in NEXT Fiber Products from
the minority investors. The Company constructed a composites manufacturing
facility in Green Bay, Wisconsin, and began limited production in 2000 at such
facility. The Company is currently working to expand the capacity of the
facility and expects to have the capacity to support up to $20 million in annual
revenues by mid-2001.

      Prior to September 2000, the Company owned and operated a plant that
provided fiber-recovery and water-clarification services to the host mill on a
long-term contract basis. The plant, which the Company began operating in July
1998, cleans and recycles water and long fiber for reuse in the papermaking
process. The Company sold this plant to the host mill in September 2000,
although it intends to continue operating in this line of business and is
pursuing other fiber-recovery projects.

      The Company was incorporated in Delaware in February 1996 as a wholly
owned subsidiary of Thermo Fibertek Inc. Thermo Fibertek is a 91%-owned
subsidiary of Thermo Electron Corporation. On January 31, 2000, Thermo Electron
announced that, as part of a major reorganization, it plans to spin off its
equity interest in Thermo Fibertek as a dividend to Thermo Electron
shareholders. Under the plan, the Company will remain a majority-owned
subsidiary of Thermo Fibertek.

      In September 1996, the Company sold 4,715,000 units, each unit
consisting of one share of Company common stock and one redemption right, in an
initial public offering at $12.75 per unit. The common stock and redemption
rights subsequently began trading separately. During the month of September
2000, the initial redemption period, holders of the Company's common stock and
common stock redemption rights surrendered 2,713,951 shares of the Company's
common stock at a redemption price of $12.75 per share, for a total of
$34,603,000. The Company used available working capital to fund the payment and
retired the shares immediately following the redemption. Following the September
2000 redemption period, 2,001,049 redemption rights remain outstanding. Holders
of a redemption right have the option to require the Company to redeem one share
of the Company's common stock at $12.75 per share in September 2001, for a total
redemption value of $25,513,000. A redemption right may only be exercised if the
holder owns a share of the Company's common stock at that time. As of December
30, 2000, there were 2,001,049 redemption rights outstanding and only 1,075,749
shares of the Company's common stock held by persons other than Thermo Electron
or Thermo Fibertek. In addition, Thermo Electron, Thermo Fibertek, and/or the
Company may acquire additional shares of the Company's common stock in the open
market, and there can be no assurance that the Company will issue additional
shares of its common stock through the exercise of employee stock options or
other transactions. To the extent that the number of redemption rights exceeds
the number of shares of common stock held



                                       2
<PAGE>


by persons other than Thermo Electron or Thermo Fibertek, the maximum redemption
value that the Company would be required to pay is an amount equal to the
redemption price of $12.75 per share times the total number of shares of the
Company's common stock outstanding held by persons other than Thermo Electron or
Thermo Fibertek at the time of redemption. The redemption rights are guaranteed,
on a subordinated basis, by Thermo Electron. In addition, Thermo Fibertek has
agreed to lend the Company up to $5 million on commercially reasonable terms,
for the September 2001 redemption and for working capital needs. As of December
30, 2000, Thermo Fibertek owned 10,413,350 shares of the Company's common stock,
representing 91% of such outstanding common stock. As of December 30, 2000,
Thermo Electron owned 9,550 shares of Company common stock, representing 0.1% of
such outstanding common stock.

      Thermo Fibertek develops, manufactures, and markets a range of equipment
and products for the pulp and paper recycling industries. Thermo Electron is a
global leader in providing technology-based instruments, components, and systems
that offer total solutions for markets ranging from life sciences to
telecommunications to food, drug, and beverage production. Thermo Electron's
powerful technologies help researchers sift through data to make discoveries
that will fight disease or prolong life. They allow manufacturers to fabricate
ever-smaller components required to increase the speed and quality of
communications. And they automatically monitor and control online production to
ensure that critical quality standards are met safely and efficiently.

Forward-looking Statements

      Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this Annual Report on Form
10-K. 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 the Registrant's 2000* Annual Report to
Shareholders, which statements are incorporated herein by reference.

(b)   Financial Information About Segments

      Financial information concerning the Company's segments is summarized in
Note 9 to Consolidated Financial Statements in the Registrant's 2000 Annual
Report to Shareholders, which information is incorporated herein by reference.

(c)   Description of Business

      (i)  Principal Products and Services

Cellulose-based Products

      The Company's GranTek subsidiary employs patented technology to produce
biodegradable absorbing granules from papermaking byproducts that are marketed
and sold as Biodac(R) agricultural carriers, Gran-sorb(TM) oil and grease
absorbents, and PaPurr(TM) cat box fillers.




--------------------
* References to 2000, 1999, and 1998 herein are for the fiscal years ended
  December 30, 2000, January 1, 2000, and January 2, 1999, respectively.



                                       3
<PAGE>

      Biodac(R) is used to deliver agricultural chemicals for professional
turf, home lawn and garden, agricultural row-crop, and mosquito-control
applications. Gran-sorb(TM) is currently being sold throughout the Midwest.
PaPurr(TM) is available in more than 3,000 stores throughout the U.S. and
Canada. Products under development include a low bulk density carrier. In
addition, GranTek's cellulose-based granules are used in certain of the
Company's composite building materials.

Fiber-based Composite Products

      In October 1999, the Company formed a subsidiary, NEXT Fiber Products
Inc., to develop, produce, and market fiber-based composites primarily for the
building industry. These engineered composite building products are made from
papermaking byproducts, reclaimed plastic, and other materials. As an
alternative to traditional wood products such as pressure treated lumber, cedar
and hardwoods, composite building products have numerous applications such as
soundwalls, decking, privacy fencing, and siding. In addition, the Company is
also developing a composite roof tile product that is lighter and has higher
impact strength than traditional materials such as clay and slate tiles. The
Company constructed a composites manufacturing facility in Green Bay, Wisconsin,
and began limited production in 2000. The Company is currently working to expand
the capacity of the facility and expects to have the capacity to support up to
$20 million in annual revenues by mid-2001.

      The Company's fiber-based composite products segment is comprised of the
following product lines:

      Soundwall Fences, including upright posts, top and bottom rails and tongue
and groove boards that slide into the rails and the posts for easy installation
and feature an attractive brushed appearance. The Company has completed
internal testing and determined that the soundwall products meet the necessary
sound dampening standards.

      Privacy Fences, including the same elements as the soundwall system and
feature an attractive brushed appearance that is maintenance-free.

      Decking, including deck boards as well as railings, which offers a more
attractive alternative to the homeowner than comparable products that do not
offer railings.

      In addition, the Company is in the process of developing:

      Roof Tiles, which are made to resemble traditional clay, cedar, and slate
tiles. Traditional clay and slate tiles are heavy, brittle, and susceptible to
breakage. The Company's composite tile products are lighter, have higher impact
strength and are less susceptible to breakage than traditional clay and slate
tiles, which provides significant savings in labor and other costs. In internal
testing, the Company's composite roof tile products achieved the highest fire
rating. The Company has manufactured prototypes of double Roman roof tiles
similar in appearance to those found on homes in Europe and the southern part of
the United States and have successfully tested them in Europe.

Fiber-recovery and Water-clarification Services

      Prior to September 2000, the Company owned and operated a plant that
provided fiber-recovery and water-clarification services to the host mill on a
long-term contract basis. The plant, which the Company began operating in July
1998, cleans and recycles water and long fiber for reuse in the papermaking
process. The Company sold this plant to the host mill in September 2000,
although it intends to continue operating in this line of business and is
pursuing other fiber-recovery projects.



                                       4
<PAGE>

      (ii) and (xi) New Products; Research and Development

      The Company continues research and development efforts to develop
high-value products using materials recovered from papermaking byproducts,
including controlled-release granules for crop-protection chemicals, as well as
new, cellulose-fiber-based composite products for the building industry, used
for applications such as soundwalls, decking, privacy fencing, and siding. In
addition, the Company is also developing a composite roof tile product that is
lighter and has higher impact strength than traditional materials such as clay
and slate tiles. The Company has a research and development facility in Bedford,
Massachusetts, which is focused on developing new composite formulations.

      In addition, the Company's GranTek subsidiary operates a manufacturing
plant in Green Bay, Wisconsin, at which it processes papermaking byproducts
provided by a nearby paper mill into cellulose-based granules. A pilot plant is
located within GranTek's main manufacturing plant. This pilot plant processes up
to 24 tons of material per day, and is used to develop many of the innovations
implemented in GranTek's main plant. The Company believes that this pilot plant
will provide the ability to process materials from other paper mills under
operating conditions and in quantities sufficient to determine final product and
operating characteristics and costs, as well as to develop new products.

      Research and development expenses for the Company were $1,154,000,
$1,385,000, and $1,454,000 in 2000, 1999, and 1998, respectively.

      (iii) Raw Materials

      The raw material used in the manufacture of GranTek's cellulose-based
products is obtained from a single paper mill. The mill has the exclusive right
to supply papermaking byproducts to the Company's existing granulation plant in
Green Bay, Wisconsin, under a contract that expires in December 2001, subject to
successive mutual two-year extensions. The raw material from the mill is used in
agricultural products, as well as in its composite products for the building
industry. Although the Company believes that its relationship with the mill is
good, no assurance can be given that the mill will agree to renew the contract
upon its termination. The inability of the Company to obtain papermaking
byproducts from this paper mill would have a material adverse effect upon the
Company's operations.

      During 2000, the Company entered into a contract with a supplier to
purchase all natural gas requirements and natural gas management services that
are used by the Company's GranTek subsidiary through October 2003. The Company
has the option to enter into forward contracts with the supplier to purchase
specified quantities of natural gas at the then-current posted price through
specified future dates. The recent increase in natural gas prices has had a
material adverse effect on the Company's profitability.

Patents, Licenses, and Trademarks

Cellulose-based Products

      The Company currently holds several U.S. patents, expiring at various
dates ranging from 2004 to 2016, relating to various aspects of the processing
of cellulose-based granular materials and the use of such materials in the
agricultural, professional turf, home lawn and garden, general absorption, oil
and grease absorption, and cat box filler markets. The Company also has foreign
counterparts to such U.S. patents in Canada and in various European countries,
and has additional patents pending in Canada and certain European countries.

      The Company has granted another company a nonexclusive license under two
of its patents to sell cellulose-based granules produced at an existing site for
sale in the oil- and grease-absorption and cat box filler markets.

      The Company has filed several U.S. patent applications for various
products and processes relating to papermaking byproducts and expects to file
additional patent applications in the future.



                                       5
<PAGE>

Fiber-based Composite Products

      The Company has filed several U.S. patent applications for various
products relating to composite materials and expects to file additional
applications in the future.

Fiber-recovery and Water-clarification Services

      Thermo Fibertek holds two U.S. patents relating to the "scalping"
technology, which is an important component of the Company's fiber-recovery
system, that expire in 2011 and 2014. Although the Company has licensed the
technology covered by Thermo Fibertek's patents for use in pulp and paper
industry applications, the Company does not itself hold any patents or patent
applications with respect to its fiber-recovery and water-clarification
services.

      (v)  Seasonal Influences

Cellulose-based Products

      Not applicable.

Fiber-based Composite Products

      Not applicable.

Fiber-recovery and Water-clarification Services

      Not applicable.

      (vi) Working Capital Requirements

      There are no special inventory requirements or credit terms extended to
customers that would have a material adverse effect on the Company's working
capital.

      (vii) Dependency on a Single Customer

      Revenues from the Scotts Company, which acquired The Solaris Group in
January 1999, accounted for 27%, 43%, and 34% of the Company's total revenues in
2000, 1999, and 1998, respectively. Revenues from Rhone-Poulenc AG Company
accounted for 11%, 10%, and 14% of the Company's total revenues in 2000, 1999,
and 1998, respectively. Revenues from American Cyanamid Company accounted for
11%, 11%, and 16% of the Company's total revenues in 2000, 1999, and 1998,
respectively. In addition, revenues from Bayer AG accounted for 15% of the
Company's total revenues in 2000. Revenues from LinPac (previously Somerset
Paper), the customer for which the Company provided fiber-recovery and
water-clarification services until September 2000, accounted for 12%, 16%, and
11% of revenues in 2000, 1999, and 1998, respectively.

      (viii) Backlog

      The backlog of firm orders in the Company's Cellulose-based Products
segment was $430,000 and $799,000 as of December 30, 2000 and January 1, 2000,
respectively. The Company believes that substantially all of the backlog at
December 30, 2000 will be shipped or completed during the next twelve months.
Certain of these orders may be canceled by the customer upon payment of a
cancellation fee. The Company does not believe that the size of its backlog is
necessarily indicative of intermediate or long-term trends in its business.



                                       6
<PAGE>

      (ix) Government Contracts

      Not applicable.

      (x)  Competition

Cellulose-based Products

      The Company believes that it is currently the only producer of paper-based
agricultural carriers. GranTek's principal competitors in the U.S. are producers
of clay-based agricultural carriers for row crops and professional turf
protection, including Oil-Dri Corporation of America, Floridin/Engelhard,
Aimcor, and American Colloid, and producers of corncob-based granules
traditionally used in the home lawn and garden and professional turf markets,
including The Andersons, Mt. Pulaski, Green Products, Independence Cob, and
Junior Weisner. The Company's principal competitive advantages are that
Biodac(R) is virtually dust-free and is more uniform in absorptivity and
particle-size distribution than are clay- and corncob-based granular carriers.
Biodac(R) is also chemically neutral, requiring little or no chemical
deactivation.

      As the Company attempts to develop new markets for the components of the
papermaking byproducts it processes, the Company will encounter competition from
established companies within those markets. Some of these competitors may have
substantially greater financial, marketing, and other resources than those of
the Company, and the Company expects that such competition may be intense. The
Company believes that in the absorbing-products industry in which Gran-sorb(TM)
and PaPurr(TM) compete, price is a significant competitive factor and therefore
expects that the demand for the Company's products in such markets will be
significantly influenced by the Company's prices for such products.

Fiber-based Composite Products

      The Company expects to encounter intense competition in the sale of its
fiber-based composite products. The Company expects that its principal
competitors in this segment will be producers of traditional products such as
pressure treated lumber, and clay and slate tiles. Many of the suppliers of
traditional products have established ties in the building and construction
industry. In addition, the Company expects to compete with other manufacturers
of composite products. The dominant provider of composite decking products is
Trex Company, Inc. In addition to Trex, there are several other manufacturers of
composite products and many suppliers of traditional products that have
announced plans to develop composite products. The Company expects to compete on
the basis of product quality and price. No assurance can be given that
competitive technologies will not be superior to those of the Company. Many of
these competitors may have substantially greater financial, marketing, and other
resources than those of the Company. As a result, they may be able to adapt more
quickly to new or emerging technologies and changes in customer requirements, or
to devote greater resources to the promotion and sale of their services and
products than the Company. There can be no assurance that the Company will be
able to compete effectively with its competitors.

Fiber-recovery and Water-clarification Services

      The Company expects that its principal competitors for cost effective
solutions for disposal of papermaking byproducts will be landfills, which
currently have a large market share in both North America and Europe. The
Company believes, however, that landfill costs will tend to increase over time
and that regulations governing landfills will become more strict, particularly
in Europe. The balance of the papermaking byproducts in the U.S. and Europe is
currently incinerated or used to manufacture composting materials and other
low-value industrial products. The Company competes principally on the basis of
price and its ability to offer cost effective alternatives for papermaking waste
disposal in the form of long-term environmentally acceptable byproducts.



                                       7
<PAGE>

      Other companies are seeking to develop technologies and services to treat
and process papermaking byproducts that are similar to those of the Company. No
assurance can be given that such technologies and services will not be superior
to those of the Company. As other companies attempt to provide landfill services
or byproducts processing capabilities, or both, to the pulp and paper industry,
the Company expects to encounter increasing competition. The Company believes
that its approach to the management of environmental problems associated with
papermaking byproducts and its ability to take advantage of the Company's name
recognition and experience constitute significant competitive advantages.

      (xii) Environmental Protection Regulations

      The Company believes that compliance by the Company with federal, state,
and local environmental protection laws may materially affect the Company's
capital expenditures, earnings, and competitive position. Federal, state, and
local environmental laws govern air emissions and discharges into water, as well
as the generation, transportation, storage, treatment, and disposal of solid
waste. These laws establish standards governing most aspects of the construction
and operation of the Company's facilities. Additional information required under
this heading is included in the section labeled "Environmental and Regulatory
Risks" under "Forward-looking Statements" in the Registrant's 2000 Annual Report
to Shareholders and is incorporated herein by reference.

      (xiii) Number of Employees

      As of December 30, 2000, the Company employed 69 people. None of the
Company's employees is represented by a union. The Company believes that
relations with its employees are good.

(d)   Financial Information About Geographic Areas

      Not applicable.

(e)   Executive Officers of the Registrant

      Name                     Age Present Title (Fiscal Year First Became
                                   Executive Officer)
      -------------------------------------------------------------------------

      Dr. Yiannis A. Monovoukas 40 President and Chief Executive Officer (1996)
      Theo Melas-Kyriazi        41 Chief Financial Officer (1998)

      Each executive officer serves until his successor is chosen or appointed
by the Board of Directors and qualified or until his earlier resignation, death,
or removal. Dr. Monovoukas has been President and Chief Executive Officer of the
Company since its incorporation in February 1996. Dr. Monovoukas was a Corporate
Business Analyst at Thermo Electron from July 1995 through February 1996. From
1993 through June 1995, Dr. Monovoukas was a graduate student at the Harvard
Business School. From 1990 until 1993, he was a staff scientist and engineer
with Raychem Corporation, a materials science company, which he joined upon
completion of a Ph.D. program in chemical engineering at Stanford University.
Mr. Melas-Kyriazi was appointed Chief Financial Officer of the Company and
Thermo Electron on January 1, 1999. He joined Thermo Electron in 1986 as
Assistant Treasurer, and became Treasurer in 1988. He was named President and
Chief Executive Officer of ThermoSpectra Corporation, a subsidiary of Thermo
Instrument Systems Inc., in 1994, a position he held until becoming Vice
President of Corporate Strategy for Thermo Electron in 1998. Mr. Melas-Kyriazi
remains a Vice President and Chief Financial Officer of Thermo Electron. Mr.
Melas-Kyriazi is a full-time employee of Thermo Electron, but devotes such time
to the affairs of the Company as the Company's needs reasonably require.



                                       8
<PAGE>

Item 2.  Properties

      The Company believes that its facilities are in good condition and are
suitable and adequate for its present operations and that suitable space is
readily available if any leases are not extended. The location and general
character of the Company's principal properties by segment as of December 30,
2000, are:

Cellulose-based Products

      The Company owns approximately 3.3 acres of land in Green Bay, Wisconsin,
on which its 26,000-square foot processing plant is situated. In addition, the
Company leases a 31,000-square foot packaging plant under a lease that expires
in January 2002.

Fiber-based Composite Products

      The Company leases a 56,000-square foot processing plant in Green Bay,
Wisconsin, under a lease that expires in December 2004.

Fiber-recovery and Water-clarification Services

      The Company leases a 6,000-square foot, stand-alone building in Bedford,
Massachusetts, which holds its administrative offices and research laboratory.
This lease expires in April 2001. The Company is currently discussing an
extension of the lease with the landlord and believes that other suitable
property is available if it cannot successfully negotiate an extension.

Item 3.  Legal Proceedings

      Not applicable.

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

      Not applicable.



                                       9
<PAGE>

                                    PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

     (a) Information concerning the market and market price for the Registrant's
common equity  securities and redemption  rights and dividend policy is included
under the sections  labeled  "Common  Stock Market  Information"  and  "Dividend
Policy"  in  the  Registrant's   2000  Annual  Report  to  Shareholders  and  is
incorporated herein by reference.

     (b) The Company sold 4,715,000  units (each unit consisting of one share of
the Company's  common stock and one redemption right which enables the holder to
require the Company to redeem one share of the Company's common stock during the
redemption periods for $12.75 in cash; the next and final redemption period will
occur during the month of September 2001), pursuant to a Registration  Statement
on Form S-1 (File No. 333-07585), which was declared effective by the Securities
and Exchange Commission on September 13, 1996. The managing  underwriters of the
offering were NatWest  Securities  Limited,  Lehman Brothers,  and Oppenheimer &
Co., Inc. The aggregate  gross  proceeds of the offering were  $60,116,250.  The
Company's  total expenses in connection  with the offering were  $4,335,250,  of
which  $3,913,450 was for underwriting  discounts and commissions,  $401,800 was
for other  expenses  paid to persons  other than  directors  or  officers of the
Company,  persons owning more than 10% of any class of equity  securities of the
Company, or affiliates of the Company  (collectively,  Affiliates),  and $20,000
was  paid  to  Thermo  Electron  for  certain  corporate  services  rendered  in
connection with the offering.  The Company's net proceeds from the offering were
$55,781,000.

     As of December 30, 2000,  the Company had expended  $11,429,000 of such net
proceeds  for  the  purchase  of  property,  plant,  and  equipment,   including
$3,573,000 for the  construction  of a  water-clarification  and  fiber-recovery
facility,  $1,700,000 for the  acquisition  of capital  equipment and technology
related  to  the  fiber-based   composites  business,  and  $3,310,000  for  the
composites  manufacturing  facility. In addition, in September 2000, the initial
redemption  period,  the Company expended  $34,603,000 for the redemption of its
common stock (see Item 1(a)).  The Company has invested,  from time to time, the
balance  of such  net  proceeds  primarily  in  investment  grade  interest-  or
dividend-bearing instruments. As of December 30, 2000, remaining net proceeds of
$9,749,000 were invested directly with persons other than Affiliates.

Item 6.  Selected Financial Data

      The information required under this item is included under the sections
labeled "Selected Financial Information" and "Dividend Policy" in the
Registrant's 2000 Annual Report to Shareholders and is incorporated herein by
reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

      The information required under this item is included under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's 2000 Annual Report to Shareholders and is
incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

      The information required under this item is included under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's 2000 Annual Report to Shareholders and is
incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data

      The Registrant's Consolidated Financial Statements as of December 30,
2000, and Supplementary Data are included in the Registrant's 2000 Annual Report
to Shareholders and are incorporated herein by reference.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

      Not applicable.



                                       10
<PAGE>
                                    PART III

Item 10. Directors and Executive Officers of the Registrant

      The information concerning directors required under this item is
incorporated herein by reference from the material contained under the caption
"Election of Directors" in the Registrant's definitive proxy statement to be
filed with the Securities and Exchange Commission pursuant to Regulation 14A,
not later than 120 days after the close of the fiscal year.

Item 11. Executive Compensation

      The information required under this item is incorporated herein by
reference from the material contained under the caption "Executive Compensation"
in the Registrant's definitive proxy statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A, not later than 120 days
after the close of the fiscal year.

Item 12. Security Ownership of Certain Beneficial Owners and Management

      The information required under this item is incorporated herein by
reference from the material contained under the caption "Stock Ownership" in the
Registrant's definitive proxy statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A, not later than 120 days after
the close of the fiscal year.

Item 13. Certain Relationships and Related Transactions

      The information required under this item is incorporated herein by
reference from the material contained under the caption "Relationship with
Affiliates" in the Registrant's definitive proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A, not later than
120 days after the close of the fiscal year.




                                       11
<PAGE>

                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a,d)  Financial Statements and Schedules

       (1) The consolidated financial statements set forth in the list below are
           filed as part of this Report.

       (2) The consolidated financial statement schedule set forth in the list
           below is filed as part of this Report.

       (3) Exhibits filed herewith or incorporated herein by reference are set
           forth in Item 14(c) below.

       List of Financial Statements and Schedules Referenced in this Item 14

       Information incorporated by reference from Exhibit 13 filed herewith:

           Consolidated Statement of Income
           Consolidated Balance Sheet
           Consolidated Statement of Cash Flows
           Consolidated Statement of Comprehensive Income and Shareholders'
             Investment
           Notes to Consolidated Financial Statements
           Report of Independent Public Accountants

       Financial Statement Schedules filed herewith:

       All schedules are omitted because they are not applicable or not
       required, or because the required information is shown either in the
       financial statements or in the notes thereto.

(b)    Reports on Form 8-K

       None.

(c)    Exhibits

       See Exhibit Index on the page immediately preceding exhibits.



                                       12
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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.

Date:  March 26, 2001          THERMO FIBERGEN INC.


                                By: /s/ Yiannis A. Monovoukas
                                Yiannis A. Monovoukas
                                President, Chief Executive Officer, and Director

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated below, as of March 26, 2001.

Signature                                          Title


By:  /s/ Dr. Yiannis A. Monovoukas       President, Chief Executive Officer, and
     Dr. Yiannis A. Monovoukas             Director


By:  /s/ Theo Melas-Kyriazi              Chief Financial Officer (Designated
     Theo Melas-Kyriazi                    Chief Accounting Officer)



By:  /s/ Anne T. Barrett                 Director
     Anne T. Barrett


By:  /s/ Francis L. McKone               Director
     Francis L. McKone


By:  /s/ Jonathan W. Painter             Director
     Jonathan W. Painter


By:  /s/ William A. Rainville            Chairman of the Board and Director
     William A. Rainville


By:  /s/ Roger D. Wellington             Director
     Roger D. Wellington






                                       13
<PAGE>


                                              EXHIBIT INDEX

Exhibit
Number         Description of Exhibit

 3.1           Certificate of Incorporation of the Company, as amended (filed as
               Exhibit 3.1 to the Registrant's Registration Statement on Form
               S-1 [Reg. No. 333-07585] and incorporated herein by reference).

 3.2           By-Laws of the Company (filed as Exhibit 3.2 to the Registrant's
               Registration Statement on Form S-1 [Reg. No. 333-07585] and
               incorporated herein by reference).

 4.1           Form of Guarantee of Thermo Electron Corporation (filed as
               Exhibit 4.1 to the Registrant's Registration Statement on Form
               S-1 [Reg. No. 333-07585] and incorporated herein by reference).

 4.2           Guarantee Agreement among the Company, Thermo Electron, and the
               Representatives of the Underwriters (filed as Exhibit 4.2 to the
               Registrant's Registration Statement on Form S-1 [Reg. No.
               333-07585] and incorporated herein by reference).

 4.3           Form of Common Stock Certificate (filed as Exhibit 4.3 to the
               Registrant's Registration Statement on Form S-1 [Reg. No.
               333-07585] and incorporated herein by reference).

 4.4           Form of Redemption Right Certificate (filed as Exhibit 4.4 to the
               Registrant's Registration Statement on Form S-1 [Reg. No.
               333-07585] and incorporated herein by reference).

10.1           Asset Transfer Agreement dated as of July 2, 1996, between Thermo
               Fibertek Inc. and the Company (filed as Exhibit 10.1 to the
               Registrant's Registration Statement on Form S-1 [Reg. No.
               333-07585] and incorporated herein by reference).

10.2           License and Supply Agreement dated as of July 2, 1996, between
               Thermo Fibertek and the Company (filed as Exhibit 10.2 to the
               Registrant's Registration Statement on Form S-1 [Reg. No.
               333-07585] and incorporated herein by reference).

10.3           Corporate Services Agreement dated July 2, 1996, between Thermo
               Electron and the Company (filed as Exhibit 10.3 to the
               Registrant's Registration Statement on Form S-1 [Reg. No.
               333-07585] and incorporated herein by reference).

10.4           Thermo Electron Corporate Charter, as amended and restated
               effective January 3, 1993 (filed as Exhibit 10.1 to Thermo
               Electron's Annual Report on Form 10-K for the fiscal year ended
               January 2, 1993 [File No. 1-8002] and incorporated herein by
               reference).

10.5           Tax Allocation Agreement dated as of July 2, 1996, between Thermo
               Fibertek and the Company (filed as Exhibit 10.5 to the
               Registrant's Registration Statement on Form S-1 [Reg. No.
               333-07585] and incorporated herein by reference).

10.6           Amended and Restated Master Guarantee Reimbursement and Loan
               Agreement dated as of December 8, 1997, between Thermo Fibertek
               and the Company (filed as Exhibit 10.8 to the Registrant's Annual
               Report on Form 10-K for the year ended January 3, 1998 [File No.
               1-12137] and incorporated herein by reference).

10.7           Lease dated as of April 12, 1996, by and between Al and Lee
               Realty and the Company (filed as Exhibit 10.9 to the Registrant's
               Registration Statement on Form S-1 [Reg. No.
               333-07585] and incorporated herein by reference).



                                       14
<PAGE>

Exhibit
Number         Description of Exhibit

10.8           Master Cash Management, Guarantee Reimbursement and Loan
               Agreement dated as of June 1, 1999, between the Registrant and
               Thermo Electron (filed as Exhibit 10.1 to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended July 3, 1999
               [File No. 1-12137] and incorporated herein by reference).

10.9           Amended and Restated Equity Incentive Plan of the Registrant
               (filed as Exhibit 10.4 to the Registrant's Quarterly Report on
               Form 10-Q for the quarter ended July 3, 1999 [File No. 1-12137]
               and incorporated herein by reference).

               In addition to the stock-based compensation plans of the
               Registrant, the executive officers of the Registrant may be
               granted awards under stock-based compensation plans of Thermo
               Electron and Thermo Fibertek for services rendered to the
               Registrant or to such affiliated corporations. The terms of such
               plans are substantially the same as those of the Registrant's
               Equity Incentive Plan.

10.10          Amended and Restated Deferred Compensation Plan for Directors of
               the Registrant (filed as Exhibit 10.3 to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended July 3, 1999
               [File No. 1-12137] and incorporated herein by reference).

10.11          Amended and Restated Directors Stock Option Plan of the
               Registrant (filed as Exhibit 10.2 to the Registrant's Quarterly
               Report on Form 10-Q for the quarter ended July 3, 1999 [File No.
               1-12137] and incorporated herein by reference).

10.12          Form of Indemnification Agreement for Officers and Directors of
               the Registrant (filed as Exhibit 10.14 to the Registrant's
               Registration Statement on Form S-1 [Reg. No. 333-07585] and
               incorporated herein by reference).

10.13          Restated Stock Holding Assistance Plan and Form of Promissory
               Note (filed as Exhibit 10.14 to the Registrant's Annual Report on
               Form 10-K for the year ended January 3, 1998 [File No. 1-12137]
               and incorporated herein by reference).

10.14          Bill of Sale by and among the Registrant (as Seller) and LINPAC,
               Inc. (as Buyer), dated as of September 5, 2000 (filed as Exhibit
               2.1 to the Registrant's Current Report on Form 8-K dated as of
               September 5, 2000 [File No. 1-12137] and incorporated herein by
               reference).

10.15          InternationalDistribution Agreement dated as of January 16, 2001,
               between NEXT Fiber Products Inc., and B&F Composites, Inc.

10.16          Stock Purchase Agreement dated as of January 16, 2001, between
               the Registrant and B&F Composites, Inc.

10.17          Agreement of Loan Guarantee dated as of February 12, 2001,
               between the Registrant and Thermo Fibertek Inc.

13             Annual Report to Shareholders for the year ended December 30,
               2000 (only those portions incorporated herein by reference).

21             Subsidiaries of the Registrant.

23             Consent of Arthur Andersen LLP.