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 3, 1998.

   [   ] 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                           (I.R.S. Employer
   incorporation or organization)                         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 30, 1998, was approximately $11,138,000.
   As of January 30, 1998, 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 3, 1998, 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 June 1, 1998, are incorporated by
   reference into Part III.
PAGE
<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 for scientific and industrial applications --
    including optical components, imaging sensors and systems, lasers,
    optically based instruments, optoelectronics, and fiber optics. The
    Company sells photonics products in multiple markets across a number of
    industries for research, testing, detecting, and manufacturing
    applications. The Company's products range from optical filters used in
    blood glucose monitoring, to charge-injection devices (CIDs) used in
    optical spectroscopy, to specialty light sources used for quality
    assurance in semiconductor photolithography. Many of the Company's
    customers are manufacturers that incorporate the Company's products into
    medical and dental diagnostic instruments, analytical instruments,
    equipment for semiconductor manufacturing, and X-ray screening devices.

        The Company was incorporated in November 1995 as a wholly owned
    subsidiary of Thermo Optek Corporation, a publicly traded, majority-owned
    subsidiary Thermo Instrument Systems Inc. The Company initially comprised
    two businesses: Scientific Measurement Systems Inc. (now called Thermo
    Vision Colorado), a manufacturer of optically based instruments, and CID
    Technologies Inc. (CIDTEC), a manufacturer of sensors and cameras based
    on proprietary charge-injection device (CID) technology. Since February
    1996, the Company has acquired four businesses from unrelated third
    parties that currently constitute the bulk of its operations. In February
    1996, the Company acquired Oriel Corporation, a manufacturer and
    distributor of photonics components and instruments, for $11.8 million in
    cash and the assumption of $0.7 million in debt, and the assets of Corion
    Corporation, a manufacturer of commercial optical filters, for
    $5.1 million in cash. In February 1997, the Company acquired Laser
    Science, Inc. (LSI), a manufacturer of nitrogen, tunable dye, and pulsed
    CO(2) lasers, for $3.6 million in cash. In July 1997, the Company
    acquired the assets of Centronic, Inc. (now called Centro Vision, Inc.),
    a manufacturer of silicon photodiodes, for $3.8 million in cash. In
    August 1997, the Company acquired the crystal-materials business (Hilger
    Crystals Limited) of Hilger Analytical Limited, a wholly owned subsidiary
    of Thermo Optek, for the assumption of $908,000 of Thermo Optek's
    existing obligation under a line of credit. Hilger Crystals Limited
    (Hilger) manufactures crystals used for X-ray scintillation and infrared
    spectroscopy. Because the Company and Hilger were deemed for accounting
    purposes to be under control of their common owner, Thermo Optek, the
    transaction has been accounted for at historical cost in a manner similar
    to a pooling of interests. Accordingly, all historical information
    presented includes the results of operations of Hilger since 1993, the
    year in which it was acquired by Thermo Optek.

        In December 1997, the Company was "spun out" through a distribution
    of all of its outstanding capital stock as a dividend to Thermo Optek
    shareholders. Thermo Optek received a favorable private letter ruling
    from the Internal Revenue Service stating that the distribution qualifies
    as tax free. Thermo Vision is now a majority-owned public subsidiary of 

                                        2PAGE
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    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 3, 1998, Thermo Instrument owned 6,299,552 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. As of January
    3, 1998, Thermo Electron Corporation owned 102,349 shares of the common
    stock of the Company, representing 1% of such stock outstanding. Thermo
    Electron provides analytical and monitoring instruments; biomedical
    products including heart-assist devices, respiratory-care equipment, and
    mammography systems; paper recycling and papermaking equipment;
    alternative-energy systems; and other specialized products. Thermo
    Electron also provides industrial outsourcing, particularly in
    environmental-liability management, laboratory analysis, and
    metallurgical services, and conducts advanced-technology research and
    development.

    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 1997* Annual Report to Shareholders,
    which statements are incorporated herein by reference.

    (b) Financial Information About Industry Segments

        The Company is engaged in one business segment: designing,
    manufacturing, and marketing photonics products.


    * References to 1997, 1996, and 1995 herein are for the fiscal years
      ended January 3, 1998, December 28, 1996, and December 30, 1995,
      respectively.

                                        3PAGE
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    (c) Description of Business

        (i) Principal Products and Services

        Photonics is the practical use of light. In many ways, photonics is
    analogous to electronics. Photonic technologies use light to detect,
    transmit, store, and process information, and to generate energy, as well
    as to capture and display images. The basic unit of light is the photon,
    while in electronics it is the electron. Because photons are massless and
    travel faster than electrons, photonic devices can be made smaller and
    significantly faster than electronic devices. For example, replacing
    electronics (copper wire) with photonics (fiber-optic cable) boosts the
    capacity of telecommunication transmission lines by a factor of 10,000.

        Photonic components are the "enabling technology" in many familiar
    consumer products, including CD-ROM players, digital cameras, displays on
    laptop computers and calculators, and fiber optic cable for telephones,
    cable television, and networked computer systems. In industry, photonics
    "eyes" enable robots to "see." Photonics is also found in semiconductor
    manufacturing as well as analytical and process-monitoring applications.
    In medicine, photonics is at the core of diagnostic instrumentation,
    laser microsurgery, and filmless real-time dental X-ray images.

        The Company estimates that the growing worldwide photonics industry
    currently totals approximately $15.5 billion. The industry is typically
    classified in terms of technologies rather than end-user applications,
    using the following six market segments. The Company offers products in
    each of these categories:

        Optical Components. Light sources, filters, crystals, prisms, lenses,
    and precision mechanical-positioning devices are all optical components.
    Primary applications for optical components include semiconductor
    production, medical and analytical instruments, and telecommunications.
    The Company offers a broad line of optical components designed for
    specific applications and for use in modular systems.

        Imaging Sensors and Systems. Imaging 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 imaging sensors and systems include cameras for
    filmless dental X-ray imaging and detectors for optical spectrometers
    used in chemical analysis. The Company's sensors are 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 CID sensors based on its own designs and
    customizes sensors to particular customer specifications. The Company
    also designs and markets CID camera systems.

        Lasers. A laser is a specialized light source that produces an
    intense beam of highly monochromatic, coherent radiation, or light. The
    Company designs, manufactures, and markets pulsed nitrogen lasers,
    nitrogen laser accessories, and pulsed CO(2) lasers. Pulsed lasers are
    preferable to continuous lasers in measurement applications because the
    break in the laser beam provides discrete time segments in which to

                                        4PAGE
<PAGE>
    perform measurements. 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.

        Optically Based Instruments. Optically based instruments combine
    optical components and signal processors and are used primarily in
    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.

        Optoelectronics. These devices 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 optoelectronic products are manufacturers of medical diagnostic
    and analytical instruments.

        Fiber Optics. Fiber optics are single or bundled fibers that transmit
    light down their length. Fiber optics are used to economically move light
    in optically based instruments and for remote sensing applications for
    chemical testing in hostile environments. Most of the specialty fiber-
    optic cable that the Company sells is used for remote sensing.

    Sales and Marketing

        The Company markets its products both in the U.S. and internationally
    by means of technical catalogs, available in printed format and, in the
    future, on CD-ROMs, 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 sales forces of its
    subsidiaries and divisions. The Company trains the members of its sales
    forces 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 representative of the Company 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
    $4,143,000, $3,499,000, and $743,000 in 1997, 1996, and 1995,

                                        5PAGE
<PAGE>
    respectively. In addition, the Company received $744,000, $532,000, and
    $490,000 for customer-sponsored contract research and development
    expenses in 1997, 1996, and 1995, respectively.

        (iii) Raw Materials

        The Company purchases the silicon wafers used in its CID sensors and
    silicon photodiodes from third-party manufacturers that process the
    wafers in accordance with the Company's designs and specifications. The
    Company currently purchases CID wafers from a single supplier, although
    it is exploring alternative sources of supply and believes that a number
    of other qualified wafer fabricators are available. The Company purchases
    CID wafers from its existing supplier on a purchase-order basis and does
    not have a formal supply arrangement with this company. 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.

        (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.

        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
    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.

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        (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 was $12.3 million and $9.2
    million as of January 3, 1998, and December 28, 1996, respectively.
    Certain of these orders are cancellable by the customer upon payment of a
    cancellation charge. The Company believes that substantially all of the
    backlog at January 3, 1998, will be shipped or completed during 1998.

        (ix) Government Contracts

        Not applicable.

        (x) Competition

        The photonics industry is highly competitive. The Company competes
    with a number of companies, many of which have substantially greater
    financial, marketing, and other resources than the Company. The Company's
    principal competitors include Coherent, Inc.; Corning OCA Corporation;
    the Bicron Business Unit of Saint-Gobain Industrial Ceramics, Inc.;
    Melles-Griot, Inc.; Newport Corporation; Optical Coating Laboratory,
    Inc.; Hamamatsu Corporation, a unit of Hamamatsu Photonic KK; and UDT
    Sensors, Inc., an Opto-Sensors Company. The Company competes primarily in
    each of the photonics market segments on the basis of technical
    suitability, product performance, reliability, and price.

        (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 3, 1998, the Company employed 243 people.

    (d) Financial Information About Exports by Domestic Operations and About
        Foreign Operations

        Financial information about exports by domestic operations and about
    foreign operations is summarized in Note 8 to Consolidated Financial
    Statements in the Registrant's 1997 Annual Report to Shareholders and is
    incorporated herein by reference.

                                        7PAGE
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    (e) Executive Officers of the Registrant

                                       Present Title (Year First Became
        Name                    Age    Executive Officer)
        -------------------     ---    -------------------------------------
        Kristine Stotz Langdon   39    President and Chief Executive Officer
                                         (1995)
        John N. Hatsopoulos      63    Chief Financial Officer and Senior
                                         Vice President (1997)
        Allen J. Smith           49    Vice President (1997)
        Paul F. Kelleher         55    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.
    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. Messrs.
    Hatsopoulos and Kelleher have held comparable positions for at least five
    years with Thermo Instrument or Thermo Electron. Messrs. Hatsopoulos 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.

    Item 2. Properties

        The Company owns approximately 3,600 square feet of office and
    manufacturing space in Grand Junction, Colorado. The Company leases
    approximately 117,000 square feet of office and manufacturing space under
    leases expiring from 1999 through 2008 in Massachusetts, Connecticut,
    California, England, and New York. The Company believes that its
    facilities are in good condition and are suitable and adequate to meet
    current needs.

    Item 3. Legal Proceedings

        Not applicable.

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

        Not applicable.

                                        8PAGE
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                                     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 stock, $.01 par value, and dividend policy is
    included under the sections labeled "Common Stock Market Information" and
    "Dividend Policy" in the Registrant's 1997 Annual Report to Shareholders
    and is incorporated herein by reference.

        (b) The Company's Registration Statement on Form S-1 (File No.
    333-38153) covering 1,236,250 shares of common stock, par value $.01 per
    share, with an aggregate offering price of $9,272,000, was declared
    effective by the Securities and Exchange Commission on December 10, 1997.
    The offering commenced on December 10, 1997, and terminated on December
    31, 1997. The managing underwriters were Fahnestock & Co. Inc. and HSBC
    Securities, Inc. The Company sold 1,139,491 shares in the offering for an
    aggregate offering price of $8,546,000. The Company's total expenses in
    connection with the offering were $1,513,000, of which $598,000 was for
    underwriting discounts and commissions and $915,000 was for other
    expenses paid to persons other than directors or officers of the Company,
    persons owning more than 10 percent of any class of equity securities of
    the Company, or affiliates of the Company, except for $48,000 paid to
    Thermo Electron, the Company's ultimate parent company, for certain
    services rendered in connection with the offering. The Company's net
    proceeds from the offering were $7,033,000. As of January 3, 1998, all of
    such net proceeds had been invested in investment-grade interest or
    dividend-bearing instruments pursuant to a repurchase agreement with
    Thermo Electron whereby the Company in effect lends its excess cash to
    Thermo Electron on a collateralized basis at market interest rates.

    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 1997 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 1997 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 3,
    1998, and Supplementary Data are included in the Registrant's 1997 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.
                                        9PAGE
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                                    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.

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                                     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 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.

                                       11PAGE
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                                   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 13, 1998               THERMO VISION CORPORATION


                                       By: 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 below, as of March 13,
    1998.

    Signature                          Title
    ---------                          -----

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


    By: John N. Hatsopoulos        Chief Financial Officer, Senior
        ---------------------------
        John N. Hatsopoulos              Vice President, and Director


    By: Paul F. Kelleher           Chief Accounting Officer
        ---------------------------
        Paul F. Kelleher


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


    By: D. Allan Bromley           Director
        ---------------------------
        D. Allan Bromley


    By: Arvin H. Smith             Director
        ---------------------------
        Arvin H. Smith

                                       12PAGE
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                    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 17, 1998. 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 11 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 17, 1998

                                       13PAGE
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   SCHEDULE II

                            THERMO VISION CORPORATION
                        Valuation and Qualifying Accounts
                                 (In thousands)


                     Balance at  Provision           Accounts          Balance
                      Beginning Charged to  Accounts  Written           at End
                        of Year    Expense Recovered      Off Other(a) of Year
   ---------------------------------------------------------------------------
   Allowance for
     Doubtful Accounts

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

   Year Ended
     December 28, 1996    $ 24        $174      $  -    $(82)   $150     $266

   Year Ended
     December 30, 1995    $ 10        $ 14      $  -    $  -    $  -     $ 24

   (a)Includes allowance of businesses acquired during the year as described
      in Note 2 to Consolidated Financial Statements in the Registrant's 1997
      Annual Report to Shareholders and the effect of foreign currency
      translation.

                                       14PAGE
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                                  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.

      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.

      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.

     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.

     10.4         Master Repurchase Agreement dated as of November 14,
                  1997, between Thermo Electron and the Registrant.

                                       15PAGE
<PAGE>
                                  EXHIBIT INDEX

    Exhibit
    Number        Description of Exhibit
    ------------------------------------------------------------------------
     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'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 Systems Inc. and the Registrant.

     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.

     10.9         Equity Incentive Plan of the Registrant.

                  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.

     10.11        Form of Indemnification Agreement for Officers and
                  Directors of the Registrant.

     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).

                                       16PAGE
<PAGE>
                                  EXHIBIT INDEX

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

     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).

     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 3, 1998 (only those portions incorporated
                  herein by reference).

     21           Subsidiaries of the Registrant.

     27           Financial Data Schedule.