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 January 2, 1999

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

                       Commission file number 1-13391

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

Delaware                                                         04-3296594
(State or other jurisdiction of incorporation or
organization)                          (I.R.S. Employer Identification No.)

8E Forge Parkway
Franklin, Massachusetts                                               02038
(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

        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. [ ]

The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of January 29, 1999, was approximately $4,861,000.

As of January 29, 1999, the Registrant had 8,048,276 shares of Common Stock
outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the year ended
January 2, 1999, are incorporated by reference into Parts I and II.

Portions of the Registrant's definitive Proxy Statement for the Annual Meeting
of Shareholders to be held on May 27, 1999, are incorporated by reference into
Part III.

<PAGE>


                                   PART I
                                     
Item 1. Business

(a) General Development of Business

    Thermo Vision Corporation (the Company or the Registrant) designs,
manufactures, and markets a diverse array of photonics products - light-based
technologies that are embedded as "enabling technologies" in a wide range of
applications, including medical diagnostic and analytical instrumentation;
semiconductor manufacturing; X-ray imaging; and physics, chemistry, and biology
research. The Company organizes and manages its business by individual
functional operating entity. The Company's businesses operate in three segments:
Optical Components, Sensors and Imaging Systems, and Optically Based Instruments
and Lasers.

    The Company was incorporated in November 1995 as a wholly owned subsidiary
of Thermo Optek Corporation, a publicly traded, majority-owned subsidiary of
Thermo Instrument Systems Inc. In December 1997, the Company was "spun out"
through a distribution of all of its outstanding capital stock as a tax-free
dividend to Thermo Optek shareholders. Thermo Vision is now a majority-owned
public subsidiary of Thermo Instrument. Also in December 1997, the Company sold
1,139,491 shares of its common stock in an initial public offering at $7.50 per
share for net proceeds of $7,033,000.

    As of January 2, 1999, Thermo Instrument owned 6,299,495 shares of the
common stock of the Company, representing 78% of such stock outstanding. Thermo
Instrument develops, manufactures, markets, and services instruments and
software used for the identification and quantification of complex molecular
compounds and elements in gases, liquids, and solids. Uses include
pharmaceutical drug research and clinical diagnostics, monitoring and measuring
environmental pollutants, industrial inspection, and test and control for
quality assurance and productivity improvement. In addition, Thermo Instrument
develops, manufactures, markets, and services equipment for the measurement,
preparation, storage, and automation of sample materials, and photonics and
vacuum components for original equipment manufacturers. Thermo Instrument is an
85%-owned subsidiary of Thermo Electron Corporation. As of January 2, 1999,
Thermo Electron owned 102,349 shares of the common stock of the Company,
representing 1% of such stock outstanding. Thermo Electron is a world leader in
monitoring, analytical, and biomedical instrumentation; biomedical products
including heart-assist devices, respiratory-care equipment, and mammography
systems; and paper recycling and papermaking equipment. Thermo Electron also
develops alternative-energy systems and clean fuels, provides a range of
services including industrial outsourcing and environmental-liability
management, and conducts research and development in advanced imaging, 
laser, and electronic information-management technologies.

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 1998* 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 1998
Annual Report to Shareholders, which information is incorporated herein by
reference.
 --------------------
* References to 1998, 1997, and 1996 herein are for the fiscal years ended
  January 2, 1999, January 3, 1998, and December 28, 1996, respectively.

                                       2
<PAGE>


(c) Description of Business

    (i) Principal Products and Services

    In many ways, photonics is analogous to electronics. Both can be used to
detect, transmit, store, and process information, and to generate energy, as
well as to capture and display images. But photonics has two primary advantages
over electronics - greater speed and smaller size. This is why a thin fiber
optic cable (photonic) can transmit 10,000 times more information than a copper
wire (electronic).

    The Company estimates that the growing worldwide photonics industry
currently totals approximately $17 billion. The Company offers products in three
market segments:

Optical Components

    Optical components include filters and crystals. Primary applications for
optical components include medical and analytical instruments and X-ray baggage
screening for security purposes. The Company offers a broad line of optical
components designed for specific applications and for use in modular systems.

    Revenues from sales of optical components represented 21%, 21%, and 22% of
the Company's total revenues in 1998, 1997, and 1996, respectively.

Sensors and Imaging Systems

    Sensors detect photons and produce a resultant electrical signal. An imaging
system consists of a sensor or an array of sensors connected to a recording
and/or display device. Applications of sensors and imaging systems include
cameras for filmless dental X-ray imaging and detectors for optical
spectrometers used in chemical analysis. The Company's imaging sensors can be
designed to have very high dynamic range at low light levels, which makes them
attractive in demanding spectroscopy and astronomy applications. The Company
offers a number of proprietary charge-injection device (CID) sensors based on
its own designs and also customizes sensors to particular customer
specifications. The Company also designs and markets CID camera systems.

    The Company's sensors convert light to electricity or electricity to light.
A familiar example is the silicon photodiode detector, with uses ranging from
orienting satellites toward the sun to color recognition for paint matching. The
Company customizes its photodiodes for specific applications. The primary
customers for the Company's sensors include manufacturers of medical diagnostic
and analytical instruments.

    Revenues from sales of sensors and imaging systems represented 18%, 13%, and
9% of the Company's total revenues in 1998, 1997, and 1996, respectively.

Optically Based Instruments and Lasers

    Optically based instruments combine optical components and signal processors
and are used primarily in research, analytical, and process applications, such
as the determination of correct exposure time for photoresist development in
photolithography, identification of materials by their fluorescence lifetime,
and the quality testing of optical components. The Company focuses on the
development of low-cost analyzers that use standard photonics components as
building blocks designed to work together in multiple configurations and to be
easily modified to accommodate changing end-user requirements. For example, the
Company's monochromators, which divide white light into its component
wavelengths, are one of the basic building blocks for spectroscopic research and
analytical instruments.

    This segment also includes pulsed nitrogen lasers, nitrogen laser
accessories, and pulsed CO(2) lasers, which the Company designs, manufactures,
and markets. Pulsed lasers are preferable to continuous lasers in measurement
applications because the break in the laser beam provides discrete time segments
in which to perform measurements.

                                       3
<PAGE>

The Company's lasers are often used as the ionization sources for matrix
assisted laser desorption ionization-time of flight (MALDI-TOF) mass
spectrometers used to study proteins, peptides, and other large biomolecules, as
well as for the cutting of samples mounted in a microscope.

    Revenues from sales of optically based instruments and lasers represented
61%, 66%, and 69% of the Company's total revenues in 1998, 1997, and 1996,
respectively.

Sales and Marketing

    The Company markets its products both in the U.S. and internationally by
means of technical catalogs, available in printed format, as well as through Web
sites and the dealer and distributor networks of its subsidiaries and divisions.
The Company sells directly to larger OEM buyers through the direct salesforces
of its subsidiaries and divisions. The Company trains the members of its
salesforces on the technical aspects of its products so they are able to respond
to questions and otherwise support customers, dealers, and distributors. The
Company holds a minority equity interest in LOT-Oriel Holding GmbH (LOT-Oriel),
a large European distributor of photonics products. A Company representative
serves as a member of LOT-Oriel's board of directors. The Company believes that
its relationship with LOT-Oriel enhances the Company's visibility in and access
to the European photonics market.

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

    The Company maintains active programs for the development of new
technologies and the enhancement of its existing products. In addition, the
Company seeks to develop new applications for its products and technologies. The
Company incurred research and development expenses of $4,233,000, $4,143,000,
and $3,499,000 in 1998, 1997, and 1996, respectively. In addition, for
customer-sponsored contract research and development expenses, the Company
received $338,000, $744,000, and $532,000 in 1998, 1997, and 1996, respectively.

    (iii) Raw Materials

    The Company purchases the silicon wafers used in its CID sensor and silicon
photodiodes from third-party suppliers. After purchase, the silicon wafers are
shipped to fabricators to be processed in accordance with the Company's designs
and specifications. Historically, a single fabricator was employed to process
silicon wafers. In 1998, the Company experienced problems with this fabricator
when the processed silicon wafers did not meet anticipated process yields. The
lower yields hampered the Company's ability to meet orders for its products. The
Company qualified and has begun purchasing processed silicon wafers for certain
of the Company's products from a second fabricator and has started the process
of qualifying a third fabricator to process silicon wafers for certain of the
Company's other products. The Company has and continues to work with the
original fabricator to increase the yields of the processed silicon wafers. The
original fabricator was recently acquired by a third party that the Company
believes will provide additional resources and commitment necessary to continue
to improve yields. The Company purchases CID wafers from its existing supplier
on a purchase-order basis and does not have a formal supply arrangement with
these companies. The Company believes that outsourcing the processing of these
wafers enables it to avoid the technological risks and significant capital costs
associated with maintaining its own wafer-fabrication lines.

    Except for those discussed above, raw materials, components, and supplies
purchases by the Company are generally either available from a number of
different suppliers or from alternative sources that could be developed without
a material adverse effect on the Company. To date, the Company has experienced
no difficulties in obtaining these materials.

    (iv)  Patents, Licenses, and Trademarks

    The Company's success depends in part on the strength and protection of its
proprietary methodologies and designs and other proprietary intellectual rights.
The Company's policy is to protect its intellectual property rights and to apply
for patent protection when appropriate. The Company believes that its
manufacturing know-how, particularly with respect to its optical filters and
crystals, provides it with a competitive advantage.

                                       4
<PAGE>

    The Company currently holds numerous issued U.S. patents expiring at various
dates ranging from 1999 to 2016. The Company also has a number of applications
pending for additional U.S. patents and a number of foreign counterparts for its
patents in various foreign countries. The Company does not believe the
expiration of any single patent will materially impact the Company's competitive
position. The Company also has certain registered and other trademarks. In
addition, the Company has entered into license agreements with other companies
pursuant to which it grants or receives the rights to certain technology,
know-how, trademarks, or patents. Several of the Company's issued U.S. patents
pertain to its CID technology. In addition, the Company holds a nonexclusive
license to certain additional patents relating to CID technology.

    (v) Seasonal Influences

    There are no significant seasonal influences on the Company's sales of its
products.

    (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

    No single customer accounted for more than 10% of the Company's total
revenues in any of the past three years.

    (viii) Backlog

    The Company's backlog of firm orders at year-end 1998 and 1997 was as
follows:

(In thousands)                                                   1998    1997
-----------------------------------------------------------------------------

Optical Components                                             $1,885  $2,324
Sensors and Imaging Systems                                     4,222   4,377
Optically Based Instruments and Lasers                          4,552   5,559
                                                               ------  ------

                                                              $10,659 $12,260
                                                              ======= =======

    Certain of these orders are cancellable by the customer upon payment of a
cancellation charge. The Company believes that substantially all of the backlog
as of January 2, 1999, will be shipped or completed during 1999. The $0.5
million decrease in the Optical Components backlog is primarily due to the
completion of the Stanford Linear Accelerator Contract in 1998. The $1.0 million
decrease in the Optically Based Instruments and Lasers segment backlog is
primarily due to a slowdown in the semiconductor industry.

    (ix) Government Contracts

    Not applicable.

    (x) Competition

    The photonics industry is highly competitive. Photonics has historically
been a fragmented market, comprising more than 4,000 competitors around the
world. The Company competes with a number of companies that have substantially
greater financial, marketing, and other resources than the Company. The Company
competes in each of its three photonics segments primarily on the basis of
technical suitability, product performance, reliability, and price. The
Company's principal competitors are:

Optical Components

    Optical Coating Laboratory, Inc. and the Bicron business unit of
Saint-Gobain Industrial Ceramics, Inc.

                                       5
<PAGE>

Sensors and Imaging Systems

    UDT Sensors, Inc., an Opto-Sensors Company; Dalsa Corporation; and
Cohu, Inc.

Optically Based Instruments and Lasers

    Roper Scientific, Inc.; Acton Research Corporation; the ISA unit of Horiba
Instruments, Inc.; Hamamatsu Corporation, a unit of Hamamatsu Photonic KK;
Newport Corporation; and Coherent, Inc.

    (xii) Environmental Protection Regulations

    The Company believes that compliance by the Company with federal, state, and
local environmental protection regulations will not have a material adverse
effect on its capital expenditures, earnings, or competitive position.

    (xiii) Number of Employees

    As of January 2, 1999, the Company employed 243 people.

(d) Financial Information About Geographic Areas

    Financial information about geographic areas is summarized in Note 9 to
Consolidated Financial Statements in the Registrant's 1998 Annual Report to
Shareholders and is incorporated herein by reference.

(e) Executive Officers of the Registrant

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

     Kristine Stotz        40  President and Chief Executive Officer
     Langdon                     (1995)
     Allen J. Smith        50  Vice President (1997)
     Theo Melas-Kyriazi    39  Chief Financial Officer (1998)
     Paul F. Kelleher      56  Chief Accounting Officer (1995)

    Each executive officer serves until his or her successor is chosen or
appointed by the Board of Directors and qualified or until his or her
earlier resignation, death, or removal.  Ms. Langdon has served as Chief
Executive Officer and President of the Company since its inception in
January 1995.  Ms. Langdon served as Director of Business Development of
Thermo Jarrell Ash, a subsidiary of Thermo Optek, from April 1994 until
January 1995.  Ms. Langdon was Special Assistant to the Presidents of
Thermo Electron and Thermo Instrument from August 1991 to April 1994.  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 public
subsidiary of Thermo Instrument, 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 of Thermo Electron.  Mr.
Smith has been Vice President of the Company since August 1997 and
Chairman of Oriel since October 1994.  Mr. Smith served Oriel in various
capacities, including Executive Vice President, Vice President, General
Manager, and Sales Manager from February 1970 to October 1994.  Mr.
Kelleher has held a comparable position for at least five years with
Thermo Instrument or Thermo Electron.  Messrs. Melas-Kyriazi and Kelleher
are full-time employees of Thermo Electron but devote such time to the
affairs of the Company as the Company's needs reasonably require.

                                       6
<PAGE>


Item 2.Properties

    The Company believes that its facilities are in good condition and are
suitable and adequate to meet current needs and that suitable alternate space is
available in the event any lease is not extended upon expiration. The location
of the Company's principal properties as of January 2, 1999, are:

Optical Components

    The Company leases approximately 43,200 square feet of office, engineering,
and manufacturing space in Massachusetts and England under leases expiring in
2006 and 1999, respectively. During 1999, the Company plans to purchase the
building located in England.

Sensors and Imaging Systems

    The Company leases approximately 30,300 square feet of office, engineering,
and manufacturing space in California and New York under leases expiring in 2004
and 2006, respectively.

Optically Based Instruments and Lasers

    The Company leases approximately 44,900 square feet of office, engineering,
and manufacturing space in Connecticut and Massachusetts under leases expiring
in 2008 and 2006, respectively. In addition, the Company owns approximately
3,600 square feet of office and manufacturing space in Colorado.

Item 3. Legal Proceedings

    Not applicable.

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

    Not applicable.


                                       7
<PAGE>


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

    Information concerning the market and market price for the Registrant's
common stock, $.01 par value, and dividend policy is included under the sections
labeled "Common Stock Market Information" and "Dividend Policy" in the
Registrant's 1998 Annual Report to Shareholders and is incorporated herein by
reference.

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 1998 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 1998 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 heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's 1998 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 January 2, 1999,
and Supplementary Data are included in the Registrant's 1998 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.

                                       8
<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. The information
concerning delinquent filers pursuant to Item 405 of Regulation S-K is
incorporated herein by reference from the material contained under the heading
"Section 16(a) Beneficial Ownership Reporting Compliance" 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 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.


                                       9
<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:

       Schedule II:  Valuation and Qualifying Accounts

    All other 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.

                                       10
<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 12, 1999               THERMO VISION CORPORATION


                                    By: /s/ Kristine Stotz Langdon
                                        Kristine Stotz Langdon
                                        President and Chief Executive
                                        Officer    

    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, as of March 12, 1999.

Signature                           Title


By: /s/ Kristine Stotz Langdon      President, Chief Executive Officer,
    Kristine Stotz Langdon          and Director


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


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


By: /s/ D. Allan Bromley                  Director
    D. Allan Bromley


By: /s/ Elias P. Gyftopoulos              Director
    Elias P. Gyftopoulos


By: /s/ Earl R. Lewis                     Chairman of the Board and Director
    Earl R. Lewis


By: /s/ Melissa F. Riordan                Director
    Melissa F. Riordan

                                       11
<PAGE>


                    Report of Independent Public Accountants

To the Shareholders and Board of Directors of Thermo Vision Corporation:

    We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements included in Thermo Vision Corporation's
Annual Report to Shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 16, 1999. Our audits were made for
the purpose of forming an opinion on those statements taken as a whole. The
schedule listed in Item 14 on page 10 is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic consolidated financial
statements. This schedule has been subjected to the auditing procedures applied
in the audits of the basic consolidated financial statements and, in our
opinion, fairly states in all material respects the consolidated financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole.



                                               Arthur Andersen LLP



Boston, Massachusetts
February 16, 1999


                                       12
<PAGE>
<TABLE>
<CAPTION>

SCHEDULE II

                                        THERMO VISION CORPORATION
                                    Valuation and Qualifying Accounts
                                              (In thousands)


<S>                                 <C>         <C>         <C>         <C>         <C>          <C>
Description                                      Provision    Accounts    Accounts   Other (a)     Balance
                                    Balance at  Charged to   Recovered     Written                  at End
                                     Beginning     Expense                                         of Year
                                         of                                    Off
                                          Year
----------------------------------- ----------- ----------- ----------- ----------- ----------- -----------

Allowance for Doubtful Accounts

Year Ended January 2, 1999              $  430      $   17      $    3      $ (132)     $  (72)     $  246

Year Ended January 3, 1998              $  266      $  114      $    2      $  (84)     $  132      $  430

Year Ended December 28, 1996            $   24      $  174      $    -      $  (82)     $  150      $  266
</TABLE>
<TABLE>
<CAPTION>

<S>                                       <C>          <C>          <C>           <C>         <C>          
Description                                            Established     Activity    Other (c)      Balance
                                           Balance at   as Cost of   Charged to                    at End
                                            Beginning  Acquisitions     Reserve                   of Year
                                               of
                                                 Year
----------------------------------------- ------------ ------------ ------------ ------------ ------------

Accrued Acquisition Expenses (b)

Year Ended January 2, 1999                      $ 468        $   -        $(271)       $(132)       $  65

Year Ended January 3, 1998                      $ 304        $ 425        $(215)       $ (46)       $ 468

Year Ended December 28, 1996                    $ 100        $ 746        $(481)       $ (61)       $ 304

(a) Includes allowance of businesses acquired during the year as described in
    Note 2 to Consolidated Financial Statements in the Registrant's 1998 Annual
    Report to Shareholders, reductions of cost in excess of net assets of
    acquired companies resulting from finalization of restructuring plans for
    acquired companies, and the effect of foreign currency translation.
(b) The nature of activity in this account is described in Note 2 to
    Consolidated Financial Statements in the Registrant's 1998 Annual Report to
    Shareholders.
(c) Represents reversal of accrued acquisition expenses and corresponding
    reduction of cost in excess of net assets of acquired companies resulting
    from finalization of restructuring plans.

</TABLE>

                                       13
<PAGE>


                               EXHIBIT INDEX
Exhibit
Number     Description of Exhibit

  2.1      Plan and Agreement of Distribution dated as of December 15, 1997,
           between Thermo Optek Corporation and the Registrant (filed as Exhibit
           2.1 to the Registrant's Annual Report on Form 10-K for the fiscal
           year ended January 3, 1998 [File No. 1-13391] and incorporated herein
           by reference).

  2.2      Asset Purchase Agreement dated as of January 23, 1996, by and between
           the Registrant and Corion Corporation (filed as Exhibit 2.2 to the
           Registrant's Registration Statement on Form 10 [File No. 1-13391] and
           incorporated herein by reference).

  2.3      Purchase Agreement dated as of February 7, 1996, by and between the
           Registrant and the shareholders and option holders of Oriel
           Corporation as set forth therein (filed as Exhibit 2.3 to the
           Registrant's Registration Statement on Form 10 [File No. 1-13391] and
           incorporated herein by reference).

  3.1      Amended and Restated Certificate of Incorporation of the Registrant
           (filed as Exhibit 3.1 to the Registrant's Registration Statement on
           Form 10 [File No. 1-13391] and incorporated herein by reference).

  3.2      Certificate of Amendment to Amended and Restated Certificate of
           Incorporation of the Registrant dated December 9, 1997 (filed as
           Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
           fiscal year ended January 3, 1998 [File No. 1-13391] and incorporated
           herein by reference).

  3.3      Bylaws of the Registrant (filed as Exhibit 3.3 to the Registrant's
           Registration Statement on Form 10 [File No. 1-13391] and incorporated
           herein by reference).

 10.1      Corporate Services Agreement dated as of November 14, 1997, between
           Thermo Electron Corporation and the Registrant (filed as Exhibit 10.1
           to the Registrant's Annual Report on Form 10-K for the fiscal year
           ended January 3, 1998 [File No. 1-13391] and incorporated herein by
           reference).

 10.2      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 3, 1993 [File
           No. 1-8002] and incorporated herein by reference).

 10.3      Tax Allocation Agreement dated as of November 14, 1997, between
           Thermo Electron and the Registrant (filed as Exhibit 10.3 to the
           Registrant's Annual Report on Form 10-K for the fiscal year ended
           January 3, 1998 [File No. 1-13391] and incorporated
           herein by reference).

 10.4      Master Repurchase Agreement dated as of November 14, 1997, between
           Thermo Electron and the Registrant (filed as Exhibit 10.4 to the
           Registrant's Annual Report on Form 10-K for the fiscal year ended
           January 3, 1998 [File No. 1-13391] and incorporated herein by
           reference).

 10.5      Master Guarantee Reimbursement and Loan Agreement dated as of
           November 14, 1997, between Thermo Electron and the Registrant (filed
           as Exhibit 10.38 to Thermo Instrument Systems Inc.'s Annual Report on
           Form 10-K for the fiscal year ended January 3, 1998 [File No. 1-9786]
           and incorporated herein by reference).

 10.6      Master Guarantee Reimbursement and Loan Agreement dated as of
           November 24, 1997, between Thermo Instrument and the Registrant
           (filed as Exhibit 10.6 to the Registrant's Annual Report on Form 10-K
           for the fiscal year ended January 3, 1998 [File No. 1-13391] and
           incorporated herein by reference).


                                       14
<PAGE>

Exhibit
Number     Description of Exhibit

 10.7      CID Contract Research and Development Agreement dated October 1994
           between Thermo Optek and the Registrant (filed as Exhibit 10.8 to the
           Registrant's Registration Statement on Form 10 [File No. 1-13391] and
           incorporated herein by reference).

 10.8      CID Supply Agreement effective as of December 15, 1997, between
           Thermo Optek and the Registrant (filed as Exhibit 10.8 to the
           Registrant's Annual Report on Form 10-K for the fiscal year ended
           January 3, 1998 [File No. 1-13391] and incorporated
           herein by reference).

 10.9      Equity Incentive Plan of the Registrant (filed as Exhibit 10.9 to the
           Registrant's Annual Report on Form 10-K for the fiscal year ended
           January 3, 1998 [File No. 1-13391] 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
           Instrument for services rendered to the Registrant or such affiliated
           corporations. Such plans are substantially similar to the Equity
           Incentive Plan of the Registrant.

 10.10     Deferred Compensation Plan for Directors of the Registrant (filed as
           Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the
           fiscal year ended January 3, 1998 [File No. 1-13391] and incorporated
           herein by reference).

 10.11     Form of Indemnification Agreement for Officers and Directors of the
           Registrant (filed as Exhibit 10.11 to the Registrant's Annual Report
           on Form 10-K for the fiscal year ended January 3, 1998 [File No.
           1-13391] and incorporated herein by reference).

 10.12     Sublease Agreement dated as of September 1, 1997, between the
           Registrant and Thermo Instrument (filed as Exhibit 10.14 to the
           Registrant's Registration Statement on Form 10 [File No. 1-13391] and
           incorporated herein by reference).

 10.13     Sublease Agreement effective as of February 1, 1984, between Oriel
           Instruments Corporation and Osbrook Associates Limited Partnership,
           as modified (filed as Exhibit 10.15 to the Registrant's Registration
           Statement on Form 10 [File No. 1-13391] and incorporated herein by
           reference).

 10.14     Agreement of Lease dated as of October 6, 1997, between Oriel and
           1608 Development Limited Partnership (filed as Exhibit 10.21 to the
           Registrant's Registration Statement on Form 10 [File No. 1-13391] and
           incorporated herein by reference).

 10.15     Tax Matters Agreement dated as of November 24, 1997, between Thermo
           Optek and the Registrant (filed as Exhibit 10.15 to the Registrant's
           Annual Report on Form 10-K for the fiscal year ended January 3, 1998
           [File No. 1-13391] and incorporated
           herein by reference).

 10.16     $3.8 Million Principal Amount Promissory Note due July 13, 2000,
           issued by the Registrant to Thermo Electron (filed as Exhibit 10.16
           to the Registrant's Registration Statement on Form 10 [File No.
           1-13391] and incorporated herein by
           reference).

 10.17     $3.6 Million Principal Amount Promissory Note and $347,438 Principal
           Amount Promissory Note, both due February 18, 2000, issued by the
           Registrant to Thermo Optek (filed as Exhibit 10.17 to the
           Registrant's Registration Statement on Form 10 [File No. 1-13391] and
           incorporated herein by reference).

                                       15
<PAGE>


Exhibit
Number     Description of Exhibit

 10.18     Indemnification Agreement effective as of December 31, 1995, between
           the Registrant and Thermo Instrument (filed as Exhibit 10.12 to the
           Registrant's Registration Statement on Form 10 [File No. 1-13391] and
           incorporated herein by reference).

 13        Annual Report to Shareholders for the year ended January 2, 1999
           (only those portions incorporated herein by reference).

 21        Subsidiaries of the Registrant.

 23        Consent of Arthur Andersen LLP.

 27        Financial Data Schedule.