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

                         AMENDMENT NO. 1 ON FORM 10-K/A
                                  TO FORM 10-K

(mark one)


  X     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
-----   Act of 1934

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

                         Commission file number 1-13085

                           METRIKA SYSTEMS CORPORATION
            (Exact name of Registrant as specified in its character)

Delaware                                                              33-0733537
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

5788 Pacific Center Boulevard
San Diego, California                                                     92121
(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:

                                                        Name of each exchange
Title of each class                                     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, and (2) has been subject to the filing requirements for
at least the past 90 days.   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 28, 2000, was approximately $14,897,000.

As of January 28, 2000, the Registrant had 7,408,128 shares of Common Stock
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended January 1, 2000, are incorporated by reference into Parts I and II.

<PAGE>

Items 10, 11, 12 and 13 of Part III of the Registrant's Annual Report on Form
10-K for the fiscal year ended January 1, 2000 are hereby amended and restated
in their entirety as follows:

                                    PART III

Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

         Set forth below are the names of the directors, their ages, their
offices in the Corporation, if any, their principal occupation or employment for
the past five years, the length of their tenure as directors and the names of
other public companies in which such persons hold directorships. Information
regarding their beneficial ownership of the Corporation's Common Stock and of
the common stock of its parent company, Thermo Instrument Systems Inc. ("Thermo
Instrument"), a manufacturer of measurement and detection instruments, and
Thermo Instrument's parent company, Thermo Electron Corporation ("Thermo
Electron"), a provider of products and services in measurement instrumentation,
medical devices, power generation and resource recovery, is reported in Item 12
- "Security Ownership of Certain Beneficial Owners and Management."

--------------------------------------------------------------------------------
Joseph A. Baute         Mr.  Baute,  72, has been a director of the  Corporation
                        since  June  1997.  Since  1993,  Mr.  Baute  has been a
                        consultant  to Markem  Corporation,  a  manufacturer  of
                        marking  and  printing  machinery,  specialty  inks  and
                        printing elements.  Mr. Baute was the chairman and chief
                        executive  officer of Markem  Corporation  from 1977 and
                        1979, respectively,  until his retirement in 1993. He is
                        also a director  of  Houghton-Mifflin  Company  and INSO
                        Corporation.
--------------------------------------------------------------------------------
Willard R. Becraft      Mr. Becraft,  74, has been a director of the Corporation
                        since May 1997.  Mr.  Becraft has been a  consultant  in
                        advanced    instrumentation   and   control   technology
                        development   since  1996.  He  was  an  executive  vice
                        president  of  Northwest  Instrument  Systems,  Inc.,  a
                        business    he    co-founded    to   develop    specific
                        instrumentation   services  with   applications  in  the
                        environmental  field,  for more than five years prior to
                        his retirement in July 1996. Mr. Becraft spent more than
                        30  years  of  his  business  career  with  the  General
                        Electric Company in various management  capacities,  and
                        was  responsible  for managing  research and development
                        and product  development  activities in  instrumentation
                        and control,  fusion energy,  solar energy,  jet engines
                        and spacecraft systems.
--------------------------------------------------------------------------------
Ernesto A. Corte        Mr.  Corte,  61, has been a director of the  Corporation
                        since  February  1998.  Mr.  Corte was  promoted  to the
                        position of chief  executive  officer of the Corporation
                        in February  1998,  and also serves as  president of the
                        Corporation,   a   position   he  has  held   since  the
                        Corporation's  inception in November 1996.  Prior to his
                        promotion,  Mr. Corte served as chief operating  officer
                        from  November  1996 to February  1998.  Mr.  Corte also
                        serves as president of the  Corporation's  Gamma-Metrics
                        subsidiary,  a manufacturer  and marketer of on-line raw
                        materials  analyzers,  since its  acquisition  by Thermo
                        Instrument in 1993.
--------------------------------------------------------------------------------
Denis A. Helm           Mr.  Helm,  61,  has been  chairman  of the  board and a
                        director  of the  Corporation  since  its  inception  in
                        November 1996, and served as chief executive  officer of
                        the Corporation  from November 1996 until February 1998.
                        Mr. Helm has been an executive  vice president of Thermo
                        Instrument  since  January  1999,  and was a senior vice
                        president of Thermo  Instrument from 1994 to 1998, and a
                        vice  president  from 1986  until  1994.  Mr.  Helm also
                        served  as  president  of  Thermo   Instrument's  Thermo
                        Environmental Instruments Inc. subsidiary,  from 1981 to
                        1998.  Thermo  Environmental  Instruments Inc.  designs,
                        manufactures and distributes instruments and systems for
                        detecting and monitoring environmental pollutants. He is
                        also a director of Spectra-Physics Lasers, Inc.
--------------------------------------------------------------------------------

<PAGE>



--------------------------------------------------------------------------------
John T. Keiser          Mr. Keiser,  64, has been a director of the  Corporation
                        since its  inception in November  1996.  He has been the
                        chief operating officer,  biomedical, of Thermo Electron
                        since  September  1998,  and a vice president from April
                        1997  until  his  promotion.  Mr.  Keiser  has  been the
                        president  and chief  executive  officer  of  Thermedics
                        Inc., a  majority-owned  subsidiary of Thermo  Electron,
                        since March 1998 and December  1998,  respectively,  and
                        was a senior vice president of Thermedics Inc. from 1994
                        until his promotion to  president.  He has also been the
                        president of Thermo  Electron's  wholly owned biomedical
                        group,   a   manufacturer   of  medical   equipment  and
                        instruments,  since  1994.  Mr.  Keiser is a director of
                        Thermedics Inc., Thermo  Cardiosystems Inc.,  ThermoTrex
                        Corporation,  ThermoLase  Corporation  and Trex  Medical
                        Corporation.

--------------------------------------------------------------------------------
Earl R. Lewis           Mr.  Lewis,  56, has been a director of the  Corporation
                        since its inception in November 1996. Mr. Lewis has been
                        president   and  chief   executive   officer  of  Thermo
                        Instrument   since   March   1997  and   January   1998,
                        respectively,  and was chief operating officer of Thermo
                        Instrument  from January 1996 to January 1998.  Prior to
                        that time,  he was  executive  vice  president of Thermo
                        Instrument from January 1996 to March 1997,  senior vice
                        president  of Thermo  Instrument  from  January  1994 to
                        January 1996,  and vice  president of Thermo  Instrument
                        from  March  1992 to January  1994.  Mr.  Lewis has been
                        chief operating officer,  measurement and detection,  of
                        Thermo  Electron  since  September  1998.  Prior  to his
                        appointment as chief operating officer, Mr. Lewis served
                        as senior vice  president of Thermo  Electron  from June
                        1998 to September 1998 and vice president from September
                        1996 to June 1998.  Mr. Lewis served as chief  executive
                        officer of Thermo Optek  Corporation,  a  majority-owned
                        subsidiary of Thermo  Instrument and a  manufacturer  of
                        analytical instruments that measure energy and light for
                        purposes of  materials  analysis,  characterization  and
                        preparation,  from  its  inception  in  August  1995  to
                        January  1998.  Mr. Lewis is a director of FLIR Systems,
                        Inc., Spectra-Physics Lasers, Inc., SpectRx Inc., Thermo
                        Instrument,  Thermo Optek  Corporation  and  ThermoQuest
                        Corporation.

--------------------------------------------------------------------------------

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS

         The board of directors has  established an audit  committee and a human
resources  committee,  each consisting solely of directors who are not employees
of the Corporation, of Thermo Electron or of any other companies affiliated with
Thermo Electron (also referred to as "outside  directors").  The present members
of the audit  committee are Mr.  Becraft  (Chairman)  and Mr.  Baute.  The audit
committee  reviews  the scope of the audit  with the  Corporation's  independent
public  accountants and meets with them for the purpose of reviewing the results
of the audit  subsequent  to its  completion.  The present  members of the human
resources  committee  are Mr.  Baute  (Chairman)  and  Mr.  Becraft.  The  human
resources  committee  reviews the  performance  of senior members of management,
approves executive  compensation and administers the Corporation's  stock option
and  other  stock-based  compensation  plans.  The  Corporation  does not have a
nominating committee of the board of directors.  The board of directors met five
times, the audit committee met twice and the human resources  committee met five
times during fiscal 1999. Each director attended at least 75% of all meetings of
the board of directors  and  committees on which he served that were held during
fiscal 1999.

         The board of directors has also  established a special  committee  (the
"Special  Committee")  consisting solely of outside directors for the purpose of
evaluating the terms of the proposed transaction with Thermo Instrument pursuant
to which the Corporation  would be taken private and making a recommendation  to
the stockholders as to the advisability of such proposed  transaction.  See Item
13 - "Certain Relationships and Related Transactions - Thermo Electron Corporate
Reorganization". The sole member of the Special Committee is Mr. Baute.


<PAGE>

COMPENSATION OF DIRECTORS

         CASH COMPENSATION

         Outside  directors  receive an annual  retainer  of $2,000 and a fee of
$1,000 per meeting for attending  regular meetings of the board of directors and
$500 per meeting for participating in meetings of the board of directors held by
means of  conference  telephone  and for  participating  in certain  meetings of
committees  of the  board  of  directors.  Payment  of  directors'  fees is made
quarterly.  Mr. Corte,  Mr. Helm,  Mr. Keiser and Mr. Lewis are all employees of
Thermo  Electron or its  subsidiaries  and do not receive any cash  compensation
from the  Corporation  for  their  services  as  directors.  Directors  are also
reimbursed for out-of-pocket expenses incurred in attending such meetings.

         In addition,  the member of the Special  Committee  receives a one-time
retainer of $10,000 and a fee of $1,000 per day for attending  regular  meetings
of the Special  Committee and $500 per day for  participating in meetings of the
Special Committee held by means of conference telephone.

         DEFERRED COMPENSATION PLAN

         Under the Corporation's  deferred  compensation plan for directors (the
"Deferred  Compensation Plan"), a director has the right to defer receipt of his
cash fees  until he  ceases to serve as a  director,  dies or  retires  from his
principal occupation.  In the event of a change of control or proposed change of
control  of the  Corporation  that is not  approved  by the board of  directors,
deferred amounts become payable immediately.  Any of the following are deemed to
be a change of control:  (i) the acquisition by any person of 40% or more of the
outstanding  common  stock or voting  securities  of Thermo  Electron;  (ii) the
failure of the  Thermo  Electron  board of  directors  to include a majority  of
directors  who are  "continuing  directors",  which  term is  defined to include
directors  who were  members of Thermo  Electron's  board on July 1, 1999 or who
subsequent to that date were nominated or elected by a majority of directors who
were  "continuing  directors" at the time of such nomination or election;  (iii)
the consummation of a merger, consolidation, reorganization, recapitalization or
statutory  share  exchange  involving  Thermo  Electron  or the  sale  or  other
disposition of all or substantially  all of the assets of Thermo Electron unless
immediately  after such  transaction  (a) all holders of Thermo  Electron common
stock immediately prior to such transaction own more than 60% of the outstanding
voting securities of the resulting or acquiring corporation in substantially the
same  proportions as their ownership  immediately  prior to such transaction and
(b) no person after the transaction  owns 40% or more of the outstanding  voting
securities  of the  resulting  or  acquiring  corporation;  or (iv)  approval by
stockholders  of a  complete  liquidation  or  dissolution  of Thermo  Electron.
Amounts deferred  pursuant to the Deferred  Compensation  Plan are valued at the
end of each quarter as units of Common Stock. When payable, amounts deferred may
be  disbursed  solely in shares of Common Stock  accumulated  under the Deferred
Compensation  Plan.  As of  January  1, 2000 a total of 75,000  shares of Common
Stock has been reserved for issuance  under the Deferred  Compensation  Plan and
deferred  units  equal to  approximately  3,874  shares  of  Common  Stock  were
accumulated under the Deferred Compensation Plan.

         STOCK-BASED COMPENSATION

         Directors of the  Corporation  are also eligible for the grant of stock
options under the Corporation's  stock-based compensation plans. These plans are
administered by the human resources  committee of the board of directors,  which
determines the form and terms of stock-based awards to be granted. To date, only
nonqualified  stock options have been granted to directors under these plans. At
the time of the  Corporation's  initial public  offering,  directors  received a
grant of options to purchase 10,000 shares of Common Stock, at an exercise price
of $15.00. These options may be exercised at any time prior to the expiration of
the option on the seventh  anniversary of the grant date.  Shares  acquired upon
exercise of the options are subject to restrictions on transfer and the right of
the  Corporation to repurchase such shares at the exercise price if the director
ceases to serve as a director of the  Corporation  or any other Thermo  Electron
company.  The  restrictions  and  repurchase  rights lapse or are deemed to have
lapsed 20% per year,  starting  with the first  anniversary  of the grant  date,
provided the director has  continuously  served as a director of the Corporation
or any other Thermo Electron company since the grant date.

STOCK OWNERSHIP POLICY FOR DIRECTORS

         The  human   resources   committee  of  the  board  of  directors  (the
"Committee")  has  established a stock holding policy for  directors.  The stock
holding  policy  requires  each  director  to hold a minimum of 1,000  shares of
Common  Stock.  Directors  are  requested  to achieve  this  ownership  within a
three-year period. The chief

<PAGE>

executive officer of the Corporation is required to comply with a separate stock
holding policy established by the Committee, which is described below.

EXECUTIVE OFFICERS

         Reference  is made to Item 1(e) of this Annual  Report on Form 10-K for
information regarding the Executive Officers of the Registrant.

Item 11 - EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The  following  table  summarizes  compensation  during  the last three
fiscal  years for  services to the  Corporation  in all  capacities  awarded to,
earned by or paid to the Corporation's chief executive officer and its executive
officers whose total annual salary and bonus,  as determined in accordance  with
the rules of the Securities and Exchange Commission,  was greater than $100,000,
and who were  employed by the  Corporation  as of the end of fiscal 1999.  These
officers are together referred to as the "named executive officers."

         The Corporation is required to appoint certain  executive  officers and
full-time employees of Thermo Electron as executive officers of the Corporation,
in accordance with the Thermo Electron Corporate  Charter.  The compensation for
these executive officers is determined and paid entirely by Thermo Electron. The
time and effort  devoted by these  individuals to the  Corporation's  affairs is
provided to the Corporation under the Corporate  Services  Agreement between the
Corporation  and  Thermo  Electron.  See Item 13 -  "Certain  Relationships  and
Related  Transactions."  Accordingly,  the compensation for these individuals is
not reported in the following table.


<TABLE>
<CAPTION>
<S>                          <C>       <C>       <C>           <C>              <C>                 <C>
                                               SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------------------------------------------
                                                            Long Term Compensation
                                                             ---------------------
                                    Annual Compensation    Restricted       Securities
    Name and                Fiscal                            Stock         Underlying            All Other
Principal Position           Year    Salary     Bonus       Award (1)       Options (2)        Compensation (3)
-------------------         ------   ------     ------      ---------       ------------       ----------------
Ernesto A. Corte             1999    $185,000   $42,200    $24,288 (MKA)     40,000 (THI)         $9,764  (4)
  President and Chief        1998    $170,071   $50,000           --         10,000 (MKA)         $7,154 (4)
  Executive Officer                                                           3,949 (TMO)
                                                                              7,500 (ONX)
                                                                              2,000 (RGI)
                                                                              1,000 (TDX)
                                                                             14,999 (THI)
                                                                                511 (TKN)
                                                                              1,000 (TRIL)
                             1997    $163,530   $55,000           --         35,000 (MKA)         $7,508 (4)
                                                                             20,000 (TMO)
----------------------------------------------------------------------------------------------------------------------
Werner G. Kramer (5)         1999   334,826 DM  60,736 DM         --             -- --                    --
  Executive Vice President   1998   277,546 DM  52,165 DM         --          6,000 (MKA)                 --
                             1997   282,325 DM  48,055 DM         --         30,000 (MKA)                 --
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      In fiscal 1999, Mr. Corte was awarded 2,900 shares of restricted Common
         Stock of the Corporation with a value of $24,288 on the grant date. The
         restricted stock award vests 100% on the third anniversary of the grant
         date. Any cash  dividends paid on restricted  shares are entitled to be
         retained  by the  recipient  without  regard to vesting.  Any  non-cash
         dividends paid on restricted  shares are entitled to be retained by the
         recipient  subject to the same vesting  restrictions  as the underlying
         stock.  At the end of fiscal  1999,  Mr.  Corte held  2,900  restricted
         shares with an aggregate value of $17,400.

(2)      Options  granted  by the  Corporation  are  designated  in the table as
         "MKA." In addition, the named executive officers have also been granted
         options to purchase the common stock of the following  Thermo  Electron
         companies  during  the  last  three  fiscal  years  as part  of  Thermo
         Electron's  stock option program:  Thermo  Electron  (designated in the
         table as TMO), ONIX Systems Inc.  (designated in the table as ONX), The
         Randers Killam Group Inc. (designated in the table as RGI),  Thermedics
         Detection  Inc.  (designated  in the table as TDX),  Thermo  Instrument
         Systems Inc. (designated in the table as THI),

<PAGE>

         ThermoTrex  Corporation  (designated  in the  table as TKN) and  Thermo
         Trilogy Corporation (designated in the table as TRIL).

(3)      Represents   the  amount  of   matching   contributions   made  by  the
         individual's  employer  on  behalf  of  the  named  executive  officers
         participating in the Thermo Electron 401(k) plan.

(4)      In addition to the matching  contribution  referred to in footnote (3),
         such amount  includes  $2,564,  $2,922 and $383,  which  represents the
         amount  of  compensation   in  1999,   1998  and  1997,   respectively,
         attributable to an interest-free loan provided to Mr. Corte pursuant to
         the Corporation's stock holding assistance plan. See Item 13 - "Certain
         Relationships  and  Related  Transactions  - Stock  Holding  Assistance
         Plan."

(5)      Mr.  Kramer is a citizen of Germany.  Beginning  with fiscal 1998,  Mr.
         Kramer's  compensation is determined in U.S. dollars and then converted
         into deutsche marks and paid in deutsche  marks.  Prior to fiscal 1998,
         Mr. Kramer's compensation was determined and paid in deutsche marks.

STOCK OPTIONS GRANTED DURING FISCAL 1999

         The following table sets forth information concerning individual grants
of stock options made during fiscal 1999 to the  Corporation's  named  executive
officers.  It has not been the  Corporation's  policy in the past to grant stock
appreciation rights, and no such rights were granted during fiscal 1999.



<TABLE>
<CAPTION>
<S>                              <C>                 <C>             <C>         <C>           <C>           <C>
                                                    OPTION GRANTS IN FISCAL 1999
-------------------------------------------------------------------------------------------------------------------
                                                                                            Potential Realizable
                                                   Percent of                                 Value at Assumed
                         Number of Securities    Total Options                             Annual Rates of Stock
                           Underlying Options      Granted to      Exercise                 Price Appreciation for
                              Granted and        Employees in     Price Per   Expiration       Option Term (2)
Name                          Company (1)         Fiscal Year       Share        Date          5%           10%
----                          -----------         ------------      -----        ----          ---          ----

Ernesto A. Corte             40,000 (THI)           3.4%  (3)       $11.95     9/15/04      $132,060      $291,824
-------------------------------------------------------------------------------------------------------------------
Werner G. Kramer                 -- --                --            --          --            --              --
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      All of the  options  granted  during  the fiscal  year are  immediately
         exercisable  as of the end of the fiscal  year.  Generally,  the shares
         acquired  upon  exercise  are  subject to  repurchase  by the  granting
         company at the exercise price if the optionee  ceases to be employed by
         such company or another Thermo Electron  company.  The granting company
         may  exercise  its  repurchase  rights  within  six  months  after  the
         termination of the optionee's  employment.  The repurchase rights lapse
         ratably over a two year period with a five year option  term,  provided
         the  optionee  continues  to be  employed  by the  granting  company or
         another Thermo Electron  company.  The granting  company may permit the
         holder of options to exercise  options  and to satisfy tax  withholding
         obligations  by  surrendering  shares equal in fair market value to the
         exercise price or withholding obligation. Please see footnote (2) under
         the Summary  Compensation  Table for the company  abbreviations used in
         this table.

(2)      The amounts shown in this table represent hypothetical gains that could
         be achieved for the  respective  options if exercised at the end of the
         option  term.   These  gains  are  based  on  assumed  rates  of  stock
         appreciation  of 5% and 10%  compounded  annually  from  the  date  the
         respective  options were granted to their  expiration  date.  The gains
         shown  are  net of  the  option  exercise  price,  but  do not  include
         deductions  for taxes or other expenses  associated  with the exercise.
         Actual  gains,  if any, on stock  option  exercises  will depend on the
         future  performance  of the common stock of the granting  company,  the
         optionee's  continued employment through the option period and the date
         on which the options are exercised.

(3)      These  options were granted  under stock  option  plans  maintained  by
         Thermo Electron companies other than the Corporation and,  accordingly,
         are reported as a percentage of total  options  granted to employees of
         Thermo Electron and its subsidiaries.

STOCK OPTIONS EXERCISED DURING FISCAL 1999 AND FISCAL YEAR-END VALUES

         The following table reports certain information  regarding stock option
exercises  during fiscal 1999 and  outstanding  stock options held at the end of
fiscal 1999 by the Corporation's named executive officers. No stock appreciation
rights were exercised or were outstanding during fiscal 1999.



<PAGE>



<TABLE>
<CAPTION>
<S>                           <C>                <C>            <C>               <C>                   <C>
                    AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND FISCAL 1999 YEAR-END OPTION VALUES
----------------------------------------------------------------------------------------------------------------------
                                                                                                     Value of
                                                                                                   Unexercised
                                                                               Number of           In-the-Money
                                                                               Securities           Options at
                                                                               Underlying            Fiscal at
                                                                           Unexercised Options      Fiscal Year
                                                Shares                      at Fiscal Year-End         -End
                                             Acquired on        Value         (Exercisable/       (Exercisable/
        Name               Company (2)         Exercise     Realized (1)    Unexercisable) (2)    Unexercisable)
        ----               -----------         --------     ------------    ------------------   --------------
Ernesto A. Corte              (MKA)               --             --              45,000  /0             $0  /--
                              (TMO)               --             --              43,949  /0           $237
                                                                                                            /--
                              (ONX)               --             --               7,500  /0             $0  /--
                              (RGI)               --             --               2,000  /0           $500  /--
                              (TDX)               --             --               1,000  /0             $0  /--
                              (THI)               500          $3,000           113,592  /0        $30,521  /--
                              (TMO)               --             --               7,500  /0         $6,788  /--
                              (TMQ)               --             --               5,000  /0             $0  /--
                              (TKN)               --             --                 511  /0            $28  /--
                             (TRIL)               --             --                  --  /1,000         --  /$0  (3)
----------------------------------------------------------------------------------------------------------------------
Werner G. Kramer              (MKA)                --             --             36,000  /0             $0  /--
                              (TMO)                --             --             10,000  /0             $0  /--
                              (THI)                --             --              5,954  /0         $3,955  /--
                              (TOC)                --             --              7,500  /0         $6,788  /--
                              (TMQ)                --             --              5,000  /0             $0  /--
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Amounts shown in this column do not necessarily  represent actual value
         realized  from the sale of the shares  acquired  upon  exercise  of the
         option  because in many cases the shares are not sold on  exercise  but
         continue to be held by the executive officer exercising the option. The
         amounts shown  represent  the  difference  between the option  exercise
         price and the market price on the date of exercise, which is the amount
         that would have been  realized if the shares had been sold  immediately
         upon exercise.

(2)      All of the options  reported  outstanding at the end of the fiscal year
         were immediately  exercisable as of the end of the fiscal year,  except
         options to purchase  the common  stock of Thermo  Trilogy  Corporation,
         which are not  exercisable  until the  earlier of (i) 90 days after the
         effective date of the registration of that company's common stock under
         Section 12 of the Exchange Act or (ii) nine years after the grant date.
         Generally, the shares acquired upon exercise of the options reported in
         the table are  subject to  repurchase  by the  granting  company at the
         exercise  price if the optionee  ceases to be employed by, or ceases to
         serve as a  director  of,  such  company  or  another  Thermo  Electron
         company. The granting company may exercise its repurchase rights within
         six months after the  termination of the  optionee's  employment or the
         cessation of  directorship,  as the case may be. The repurchase  rights
         generally  lapse ratably over a one- to ten-year  period,  depending on
         the option term,  which may vary from three to twelve  years,  provided
         that the optionee continues to be employed by or serve as a director of
         the granting company or another Thermo Electron company.  For companies
         that are not  publicly-traded,  the  repurchase  rights  lapse in their
         entirety on the ninth  anniversary  of their grant date.  The  granting
         company may permit the holder of such  options to exercise  options and
         to satisfy tax withholding  obligations by surrendering shares equal in
         fair market  value to the  exercise  price or  withholding  obligation.
         Please see footnote (2) under the Summary  Compensation Table above for
         the  company  abbreviations  used  in this  table  in  addition  to the
         following company abbreviations:  Thermo Optek Corporation  (designated
         in the table as TOC) and  ThermoQuest  Corporation  (designated  in the
         table as TMQ).

(3)      No public market existed for the shares  underlying these options as of
         fiscal year-end.  Accordingly, no value in excess of the exercise price
         has been attributed to these options.

<PAGE>

EXECUTIVE RETENTION AGREEMENTS

         Thermo  Electron has entered  into  agreements  with certain  executive
officers and key employees of Thermo Electron and its subsidiaries  that provide
severance  benefits if there is a change in control of Thermo Electron and their
employment is terminated by Thermo Electron "without cause" or by the individual
"for  good  reason",  as those  terms  are  defined  therein,  within  18 months
thereafter.  For purposes of these  agreements,  a change in control exists upon
(i) the acquisition by any person of 40% or more of the outstanding common stock
or voting securities of Thermo Electron; (ii) the failure of the Thermo Electron
board of  directors  to  include a majority  of  directors  who are  "continuing
directors",  which  term is defined to  include  directors  who were  members of
Thermo  Electron's  board on the date of the agreement or who  subsequent to the
date of the agreement  were  nominated or elected by a majority of directors who
were  "continuing  directors" at the time of such nomination or election;  (iii)
the consummation of a merger, consolidation, reorganization, recapitalization or
statutory  share  exchange  involving  Thermo  Electron  or the  sale  or  other
disposition of all or substantially  all of the assets of Thermo Electron unless
immediately  after such  transaction  (a) all holders of Thermo  Electron common
stock immediately prior to such transaction own more than 60% of the outstanding
voting securities of the resulting or acquiring corporation in substantially the
same  proportions as their ownership  immediately  prior to such transaction and
(b) no person after the transaction  owns 40% or more of the outstanding  voting
securities  of the  resulting  or  acquiring  corporation;  or (iv)  approval by
stockholders of a complete liquidation or dissolution of Thermo Electron.

         In 1998, Thermo Electron  authorized an executive  retention  agreement
with Mr. Corte. This agreement provides that in the event Mr. Corte's employment
is terminated under the circumstances described above, he would be entitled to a
lump sum  payment  equal to the sum of (a) one times  his  highest  annual  base
salary in any 12 month period during the prior  five-year  period,  plus (b) one
times his highest annual bonus in any 12 month period during the prior five-year
period.  In addition,  Mr. Corte would be provided  benefits for a period of one
year after such termination  substantially equivalent to the benefits package he
would have been otherwise entitled to receive if he was not terminated. Further,
all repurchase  rights of Thermo  Electron and its  subsidiaries  shall lapse in
their entirety with respect to all options that he holds in Thermo  Electron and
its  subsidiaries,  including the  Corporation,  as of the date of the change in
control. Finally, Mr. Corte would be entitled to a cash payment equal to $15,000
to be used toward outplacement services.

         Assuming  that the  severance  benefits  would have been  payable as of
January 1, 2000,  the lump sum salary and bonus payment under such  agreement to
Mr. Corte would have been  approximately  $240,000.  In the event that  payments
under this  agreement  are deemed to be so called  "excess  parachute  payments"
under the applicable provisions of the Internal Revenue Code of 1986, as amended
(the "Internal Revenue Code"), Mr. Corte would be entitled to receive a gross-up
payment  equal to the amount of any excise  tax  payable by him with  respect to
such  payment,  plus the amount of all other  additional  taxes  imposed on him,
attributable to the receipt of such gross-up payment.

STOCK OWNERSHIP POLICIES

         The  Committee has  established  a stock  holding  policy for the chief
executive  officer of the Corporation that requires him to own a multiple of his
compensation in shares of the  Corporation's  Common Stock.  The multiple is one
times  his  base  salary  and  reference  bonus  for the  fiscal  year in  which
compliance  is achieved.  The chief  executive  officer has three years from the
adoption of the policy to achieve this ownership level.

         In order to assist the chief  executive  officer in complying  with the
policy,  the Committee also adopted a stock holding  assistance plan under which
the Corporation is authorized to make interest-free loans to the chief executive
officer to enable him to purchase shares of Common Stock in the open market. Any
loans  are  required  to be  repaid  upon the  earlier  of  demand  or the tenth
anniversary  of the  date  of  the  loan,  unless  otherwise  determined  by the
Committee.  In 1997,  Mr.  Corte  received  a loan in the  principal  amount  of
$51,907.85  under this plan,  of which the entire amount was  outstanding  as of
January 1, 2000. See Item 13 - "Certain  Relationships and Related  Transactions
Stock Holding Assistance Plan."

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets  forth the  beneficial  ownership  of Common
Stock,  as well as the  common  stock of Thermo  Instrument,  the  Corporation's
parent company,  and of Thermo Electron,  Thermo Instrument's parent company, as
of January 31, 2000,  with  respect to (i) each  director,  (ii) each  executive
officer  named in the  summary  compensation  table  set forth  below  under the
heading "Executive  Compensation" (the "named
<PAGE>

executive officers") and (iii) all directors and current executive officers as a
group. In addition,  the following table sets forth the beneficial  ownership of
Common Stock,  as of January 31, 2000, with respect to each person who was known
by the Corporation to own beneficially more than 5% of the outstanding shares of
Common Stock.

         While certain  directors and executive  officers of the Corporation are
also  directors and executive  officers of Thermo  Electron or its  subsidiaries
other than the Corporation,  all such persons disclaim  beneficial  ownership of
the shares of Common Stock beneficially owned by Thermo Electron.
<TABLE>
<CAPTION>
<S>                                                 <C>              <C>                    <C>
                                           Metrika Systems      Thermo Instrument     Thermo Electron
               Name (1)                    Corporation (2)      Systems Inc. (3)      Corporation (4)
               --------                    ---------------      ----------------      ---------------
Thermo Electron Corporation (5).........       5,846,700                 N/A                   N/A
Joseph A. Baute.........................          12,937               1,407                     0
Willard R. Becraft......................          12,937                   0                     0
Ernesto A. Corte........................          54,700              87,575                23,949
Denis A. Helm...........................          26,000             278,638               167,163
John T. Keiser..........................          12,000             155,211               331,636
Werner G. Kramer........................          37,000               7,391                     0
Earl R. Lewis...........................          20,000             436,499               215,477
All directors and current executive
     officers as a group (8 persons)....         200,574           1,149,436             1,196,757
</TABLE>


(1)      Except as reflected in the footnotes to this table, shares beneficially
         owned consist of shares owned by the indicated person or by that person
         for the benefit of minor  children,  and all share  ownership  includes
         sole voting and investment power.

(2)      Shares of Common Stock  beneficially  owned by Mr. Baute,  Mr. Becraft,
         Mr.  Corte,  Mr.  Helm,  Mr.  Keiser,  Mr.  Kramer,  Mr.  Lewis and all
         directors and current  executive  officers as a group  include  10,000,
         10,000,  45,000,  25,000,  12,000,  36,000,  20,000 and 183,000 shares,
         respectively, that such person or group had the right to acquire within
         60 days of January 31,  2000,  through the  exercise of stock  options.
         Shares of Common Stock beneficially owned by Mr. Baute, Mr. Becraft and
         all directors and current executive  officers as a group include 1,937,
         1,937 and  3,874  shares  allocated  through  January  1, 2000 to their
         respective  accounts under the Deferred  Compensation Plan. No director
         or named executive  officer  beneficially  owned more than 1% of Common
         Stock  outstanding  as of January 31, 2000;  all  directors and current
         executive  officers as a group beneficially owned 2.70% of Common Stock
         outstanding as of such date.

(3)      Shares of the common stock of Thermo Instrument  beneficially  owned by
         Mr. Baute, Mr. Corte, Mr. Helm, Mr. Keiser,  Mr. Kramer,  Mr. Lewis and
         all directors and current executive  officers as a group include 1,407,
         85,467,   216,250,   71,311,   5,954,   409,081  and  953,157   shares,
         respectively, that such person or group had the right to acquire within
         60 days after January 31, 2000,  through the exercise of stock options.
         Shares of the common stock of Thermo Instrument  beneficially  owned by
         all  directors  and current  executive  officers as a group include 468
         shares,  respectively,  allocated  through  January 31, 2000,  to their
         respective  accounts  maintained pursuant to Thermo Electron's employee
         stock ownership plan (the "ESOP"). Shares of the common stock of Thermo
         Instrument  beneficially  owned by Mr.  Helm  include  a total of 5,264
         shares  held  in  custodial  accounts  for  the  benefit  of his  minor
         children.  Shares of the common stock of Thermo Instrument beneficially
         owned by Mr. Lewis include 2,987 shares held by his spouse. No director
         or named  executive  officer  beneficially  owned  more  than 1% of the
         common stock of Thermo  Instrument  outstanding as of January 31, 2000;
         all  directors  and  current  executive  officers  as a  group  did not
         beneficially own more than 1% of the common stock of Thermo  Instrument
         outstanding as of such date.

(4)      Shares of the common stock of Thermo Electron beneficially owned by Mr.
         Corte,  Mr. Helm, Mr.  Keiser,  Mr. Lewis and all directors and current
         executive officers as a group include 23,949, 99,816, 263,230,  212,278
         and  983,634  shares,  respectively,  that such person or group had the
         right to  acquire  within 60 days of  January  31,  2000,  through  the
         exercise  of stock  options.  Shares  of the  common  stock  of  Thermo
         Electron  beneficially  owned by all  directors  and current  executive
         officers  as a group  include  1,071  shares,  respectively,  allocated
         through January 31, 2000, to accounts  maintained pursuant to the
<PAGE>

         ESOP. Shares of the common stock of Thermo Electron  beneficially owned
         by Mr. Helm include a total of 8,100 shares held in custodial  accounts
         for the benefit of his minor  children.  No director or named executive
         officer  beneficially  owned more than 1% of the common stock of Thermo
         Electron  outstanding as of January 31, 2000; all directors and current
         executive  officers as a group did not beneficially own more than 1% of
         the common stock of Thermo Electron outstanding as of such date.

(5)      As  of  January  31,  2000,  Thermo  Electron,  primarily  through  its
         majority-owned subsidiary Thermo Instrument,  beneficially owned 78.93%
         of the outstanding Common Stock.  Thermo Electron's address is 81 Wyman
         Street,  Waltham,  Massachusetts  02454-9046.  As of January 31,  2000,
         Thermo  Electron  had the  power to  elect  all of the  members  of the
         Corporation's board of directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"),  requires the Corporation's  directors and executive  officers,
and  beneficial  owners of more  than 10% of the  Common  Stock,  such as Thermo
Electron, to file with the Securities and Exchange Commission initial reports of
ownership  and periodic  reports of changes in  ownership  of the  Corporation's
securities.  Based  upon a review of such  filings,  all  Section  16(a)  filing
requirements  applicable to such persons were complied with during 1999,  except
in the following  instance.  Thermo  Electron  filed one Form 4 late reporting a
total of six transactions  associated with the cancellation and grant of options
to purchase Common Stock granted to employees under its stock option program.

Item 13 -  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  Corporation  and Thermo  Electron  have  entered  into a Corporate
Services  Agreement (the  "Services  Agreement")  under which Thermo  Electron's
corporate staff provides  certain  administrative  services,  including  general
legal advice and services, risk management, employee benefit administration, tax
advice and preparation of tax returns,  centralized  cash management and certain
financial and other services to the Corporation. The Corporation was assessed an
annual fee equal to 0.8% of the  Corporation's  revenues  for these  services in
fiscal  1999.  The annual  fee will  remain at 0.8% of the  Corporation's  total
revenues  for fiscal  2000.  The fee is reviewed  annually and may be changed by
mutual  agreement of the  Corporation and Thermo  Electron.  During fiscal 1999,
Thermo  Electron  assessed the  Corporation  $576,000 in fees under the Services
Agreement. Management believes that the charges under the Services Agreement are
reasonable  and  that  the  terms  of the  Services  Agreement  are  fair to the
Corporation. In 1999, the Corporation paid Thermo Electron an additional $24,848
for certain  administrative  services  required by the Corporation that were not
covered by the Services Agreement.  The Services Agreement  automatically renews
for successive  one-year terms, unless canceled by the Corporation upon 30 days'
prior notice. In addition,  the Services Agreement  terminates  automatically in
the event the  Corporation  ceases to be a Thermo  subsidiary  or ceases to be a
participant  in  the  Thermo  Electron  Corporate  Charter.  In the  event  of a
termination of the Services Agreement, the Corporation will be required to pay a
termination  fee equal to the fee that was paid by the  Corporation for services
under the Services  Agreement for the  nine-month  period prior to  termination.
Following  termination,  Thermo  Electron  may  provide  certain  administrative
services on an as-requested  basis by the Corporation or as required in order to
meet  the  Corporation's   obligations  under  Thermo  Electron's  policies  and
procedures.  Thermo  Electron  will  charge the  Corporation  a fee equal to the
market  rate for  comparable  services  if such  services  are  provided  to the
Corporation following termination.

         The Corporation leases  approximately 54,900 square feet of its 110,000
square foot facility in Erlangen,  Germany on a month-to-month basis to a wholly
owned  subsidiary  of  Thermo  Instrument.  The  Thermo  Instrument  company  is
responsible  for  paying  to the  Corporation  its pro rata  share of  occupancy
expenses,  including  utilities and taxes,  associated with the facility,  which
payments in 1999 amounted to $574,000 in the aggregate.

         In 1999, the Corporation  purchased several x-ray source components for
$178,000 from a subsidiary of Thermo Instrument.

         The Corporation, along with other U.K.-based Thermo Electron companies,
participates  in a notional pool  arrangement  in the U.K.  with Barclays  Bank,
which includes a $114,943,000  credit  facility.  The  Corporation has access to
$4,690,000  under  this  credit  facility.  Under  this  arrangement,   Barclays
notionally  combines  the  positive  and  negative  cash  balances  held  by the
participants  to calculate  the net interest  yield/expense  for the group.  The
benefit  derived  from this  arrangement  is then  allocated  based on  balances

<PAGE>

attributable to the respective  participants.  Thermo Electron guarantees all of
the obligations of each participant in this arrangement.  As of January 1, 2000,
the Corporation had a negative cash balance of approximately $96,000 based on an
exchange rate of $1.6171/GBP  1.00.  For 1999, the average annual  interest rate
earned  on  GBP  deposits  by  participants  in  this  credit   arrangement  was
approximately  5.44% and the average annual interest rate paid on overdrafts was
approximately 5.8025%.

         At year-end 1998,  $12,752,000 of the  Corporation's  cash  equivalents
were  invested  in a  repurchase  agreement  with  Thermo  Electron.  Under this
agreement,  the Corporation in effect lent excess cash to Thermo Electron, which
Thermo  Electron  collateralized  with  investments  principally  consisting  of
corporate notes, U.S.  government  agency  securities,  commercial paper,  money
market funds and other marketable securities,  in the amount of at least 103% of
such obligation.  The  Corporation's  funds subject to the repurchase  agreement
were readily convertible into cash by the Corporation.  The repurchase agreement
earned a rate based on the 90-day  Commercial Paper Composite Rate plus 25 basis
points, set at the beginning of each quarter.

         Effective June 1999, the Corporation and Thermo Electron  commenced use
of a new  domestic  cash  management  arrangement.  Under  the new  arrangement,
amounts  advanced  to Thermo  Electron  by the  Corporation  for  domestic  cash
management  purposes bear interest at the 30-day  Dealer  Commercial  Paper Rate
plus 50 basis  points,  set at the beginning of each month.  Thermo  Electron is
contractually  required to maintain cash, cash equivalents,  and/or  immediately
available bank lines of credit equal to at least 50% of all funds invested under
this cash management  arrangement by all Thermo Electron subsidiaries other than
wholly owned subsidiaries. The Corporation has the contractual right to withdraw
its  funds  invested  in the cash  management  arrangement  upon 30 days'  prior
notice.  At year-end 1999, the Corporation had invested  $19,775,000  under this
arrangement.   In  addition,   certain  of  the   Corporation's   European-based
subsidiaries  participate  in a new cash  management  arrangement  with a wholly
owned  subsidiary  of Thermo  Electron  on terms  similar to the  domestic  cash
management  arrangement.  The  Corporation  has access to a $11,327,000  line of
credit under this arrangement,  of which the Corporation had borrowed $4,792,000
at year-end 1999.  Interest under this  arrangement is calculated  based on Euro
market rates and was 3.95% on the negative balance at year-end 1999.

         As of January 1, 2000,  the  Corporation  owed Thermo  Electron and its
other subsidiaries an aggregate of $3,216,000 for amounts due under the Services
Agreement and related  administrative  charges,  for other products and services
and for  miscellaneous  items,  net of amounts owed to the Corporation by Thermo
Electron and its other subsidiaries for products, services and for miscellaneous
items. The largest amount of net indebtedness  owed by the Corporation to Thermo
Electron and its other subsidiaries since January 2, 1999, was $3,901,000. These
amounts do not bear interest and are expected to be paid in the normal course of
business.

THERMO ELECTRON CORPORATE REORGANIZATION

         Thermo  Electron has adopted a major  reorganization  plan under which,
among  other  things,  it is  acquiring  the  minority  interest  in most of its
subsidiaries that have minority  investors.  In furtherance of this plan, Thermo
Instrument  commenced  a cash  tender  offer for any and all of the  outstanding
shares of Common  Stock of the  Corporation  (other than shares  owned by Thermo
Instrument  and Thermo  Electron) on March 31,  2000.  The  consideration  being
offered in the tender offer is $9.00 per share in cash,  without  interest.  The
goal of the tender offer is to bring Thermo  Electron's and Thermo  Instrument's
combined equity ownership in the Corporation to at least 90%. If Thermo Electron
and Thermo Instrument  achieve this  90%-ownership  level, the Corporation would
then be taken private  through a  "short-form"  merger at the same cash price as
the tender offer.

         Executive  officers and directors of the Corporation who hold shares of
Common  Stock in the  Corporation  will also  receive  $9.00 per share of Common
Stock on the same terms as all the other  stockholders.  See Item 12 - "Security
Ownership of Certain Beneficial Owners and Management."

         In  addition,   certain   executive   officers  and  directors  of  the
Corporation  hold  options  to  acquire  shares of Common  Stock  (See Item 12 -
"Security Ownership of Certain Beneficial Owners and Management"), which options
will be  treated  in the same  manner as  options  held by other  employees.  In
general,  all  unvested  options  held by such persons will be assumed by Thermo
Electron  and  converted  into  options to acquire  shares of Thermo  Electron's
common stock.  In the case of vested  options held by such persons,  the holders
will be given the opportunity to elect either to convert the options into vested
options  for  Thermo  Electron  common  stock or to  receive  cash at the  $9.00
transaction  price less the  applicable  exercise  price.  Vested  and  unvested
options that are assumed by Thermo  Electron  will be converted as follows:  The
number of shares of Thermo Electron common stock  underlying each assumed option
will equal the number of shares of Common Stock underlying the option before the
transaction,  multiplied by the "cash exchange ratio" described  below,  rounded
down to the nearest whole

<PAGE>

number of shares of Thermo  Electron  common stock.  The exercise price for each
assumed  option will be calculated by dividing the exercise  price of the option
before the transaction by the "cash exchange ratio" set forth below,  rounded up
to the  nearest  whole  cent.  The  "cash  exchange  ratio" is a  fraction,  the
numerator of which is $9.00 and the denominator of which is the closing price of
Thermo  Electron  common stock on the day preceding  the  effective  date of the
transaction.

         In addition to the ownership  information that appears in the Item 12 -
"Security  Ownership of Certain  Beneficial  Owners and Management"  table,  Mr.
Melas-Kyriazi  (who is not a named  executive  officer  of the  Corporation  for
purposes of Securities and Exchange Commission regulations,  and whose ownership
information  therefore  does not appear in such table) holds options to purchase
25,000 shares of Common Stock.

         Additionally,   certain   directors   participate   in   the   Deferred
Compensation  Plan.  See Item 12 -  "Security  Ownership  of Certain  Beneficial
Owners and Management." On the effective date of the proposed  transaction,  the
Deferred Compensation Plan will terminate and the participants will receive cash
in an amount equal to the balance of such participant's  stock units credited to
his account under the Deferred Compensation Plan, multiplied by $9.00.

STOCK HOLDING ASSISTANCE PLAN

         The human resources  committee of the Corporation's  board of directors
(the  "Committee")  established a stock  holding  policy that requires its chief
executive  officer  to  acquire  and hold a  minimum  number of shares of Common
Stock.  In order to assist the chief  executive  officer in  complying  with the
policy,  the Committee also adopted a stock holding  assistance plan under which
the Corporation may make interest-free  loans to the chief executive officer, to
enable him to purchase  Common  Stock in the open  market.  In 1997,  Mr.  Corte
received a loan in the principal  amount of  $51,907.85  under the stock holding
assistance  plan to purchase  3,200 shares of Common Stock,  of which the entire
amount was outstanding as of January 1, 2000. The loan to Mr. Corte is repayable
upon the  earlier  of demand or the tenth  anniversary  of the date of the loan,
unless otherwise determined by the Committee.

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Registrant has duly caused this Amendment No. 1 on Form 10-K/A
to be signed by the undersigned, duly authorized.

                                              METRIKA SYSTEMS CORPORATION


                                          By: / s /  Sandra L. Lambert
                                             --------------------------------
                                             Sandra L. Lambert
                                             Secretary