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

                                 FORM 10-K

(mark one)
[X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the fiscal year ended January 2, 1999

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

                       Commission file number 1-13085

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

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

5788 Pacific Center Boulevard
San Diego, CA                                                         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:

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days. Yes [ X ] No [ ]

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

The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of January 29, 1999, was approximately $15,780,000.

As of January 29, 1999, the Registrant had 7,714,028 shares of Common Stock
outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE

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

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


<PAGE>


                                   PART I
                                     
Item 1. Business

(a) General Development of Business.

    The businesses of Metrika Systems Corporation (the Company or the
Registrant) operate in two segments: On-line Raw Materials Analysis and On-line
Finished Materials Quality Control. The Company's Raw Materials segment consists
of Gamma-Metrics, which designs, develops, manufactures, and sells on-line
process-optimization systems that provide real-time, nondestructive analysis of
the composition of raw materials in basic-materials production processes,
including coals, cement, and minerals. In October 1998, this segment acquired MF
Physics Corporation for $2 million. MF Physics manufactures neutron generators,
pneumatic sample-transfer systems, and a number of neutron-activation analysis
products for raw materials.

    The Company's Finished Materials segment consists of Radiometrie, which
manufactures advanced systems used to measure and control parameters such as
materials thickness, coating thickness, and coating weight in web-type materials
such as metal strip, rubber, and plastic foils. Customers use these systems to
improve product quality and consistency, lower material costs, reduce energy
consumption, and minimize waste. In July 1998, this segment acquired the stock
of Honeywell-Measurex Data Measurement Corporation from Honeywell-Measurex
Corporation for $29.0 million in cash. This business was renamed Radiometrie
Corporation (Radiometrie U.S.). Radiometrie U.S. manufactures and sells
computerized noncontact thickness, coating, and other measurement systems for
the flat metal processing industry.

    The Company's systems make real-time, on-line, precise measurements of
materials using advanced scientific measurement techniques, including gamma
spectroscopy, beta particle detection, laser spectroscopy, X-ray fluorescence,
and ultrasound that allow noninvasive and nondestructive analysis. The Company's
systems incorporate proprietary intelligent sensors that have been developed for
specific production processes along with ultra high-speed signal-processing
electronics. These systems can be combined with the Company's proprietary
real-time software to form integrated process optimization systems designed to
fit the customer's specific application.

    The Company was incorporated as a Delaware corporation in November
1996.  In connection with the Company's incorporation, Thermo Instrument
Systems Inc. transferred to the Company the assets, liabilities, and
business of its Gamma-Metrics subsidiary and Radiometrie division in
exchange for 5,000,000 shares of the Company's common stock.  As of
January 2, 1999, Thermo Instrument owned 5,219,600 shares of the Company's
common stock, representing 67% of such stock outstanding.  During 1998*,
Thermo Instrument purchased 219,600 shares in the open market for a total
purchase price of $2.3 million.  Thermo Instrument develops, manufactures,
markets, and services instruments and software used for identification and
quantification of complex molecular compounds and elements in gases,
liquids, and solids.  Uses include pharmaceutical research and clinical
diagnostics, monitoring and measuring environmental pollutants, industrial
inspection, and test and control for quality assurance and productivity
improvement.  In addition, Thermo Instrument develops, manufactures,
markets, and services equipment for the measurement, preparation, storage,
and automation of sample materials and photonics and vacuum components for
original equipment manufacturers.  Thermo Instrument is an 85%-owned
subsidiary of Thermo Electron Corporation.  As of January 2, 1999, Thermo
Electron owned 627,100 shares of common stock of the Company, representing
8% of such stock outstanding.  During 1998, Thermo Electron purchased
these shares in the open market for $8.9 million.  Thermo Electron is a
world leader in monitoring, analytical, and biomedical instrumentation;
biomedical products including heart-assist devices, respiratory-care
equipment, and mammography systems; and paper recycling and papermaking
equipment.  Thermo Electron also develops alternative-energy systems and
clean fuels, provides a range of services including industrial outsourcing
and environmental-liability management, and conducts research and
development in advanced imaging, laser, and electronic
information-management technologies.
--------------------
* References to 1998, 1997, and 1996 herein are for the fiscal years ended
  January 2, 1999, January 3, 1998, and December 28, 1996, respectively.

                                       2
<PAGE>

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 caption
"Forward-looking Statements" in the Registrant's 1998 Annual Report to
Shareholders, which statements are incorporated herein by reference.

(b) Financial Information About Industry Segments

    Financial information concerning the Company's industry segments is
summarized in Note 11 to Consolidated Financial Statements in the Registrant's
1998 Annual Report to Shareholders, which information is incorporated herein by
reference.

(c) Description of Business

    (i)    Principal Products and Services

On-line Raw Materials Analysis

    The Company manufactures on-line process optimization systems that
noninvasively measure and analyze the physical and chemical properties of a
stream of bulk solid materials in real time. The systems are primarily used to
analyze the composition of raw materials for certain basic industries, such as
coal, cement, and minerals. The analysis technique used in the Company's process
optimization systems involves neutron interrogation. Under neutron
interrogation, each element, when activated by neutrons, emits gamma rays of
unique characteristics that allow identification and quantification of the
elements present. Neutron interrogation allows the entire stream of the material
to be analyzed and eliminates the need for sampling. In addition, it provides
accurate analysis of the materials, especially those that are nonhomogeneous,
and can be used to analyze a broad range of substances. The systems contain
proprietary sensors that detect gamma rays emitted from the material being
analyzed, which is activated by the neutron source within the analyzer. This
yields a composite gamma ray spectrum of the material. Through on-line
high-speed spectroscopy, this spectrum is then decomposed into its constituent
parts by using microprocessors and sophisticated real-time analytical software.
The analyzer can then translate this data into the elemental composition of the
raw materials and can also use the information to infer certain quality-control
parameters specific to the process.

    The Company currently markets the following family of products based on its
neutron-interrogation technology:

    On-line Coal Analyzer. The Company's on-line coal analyzer can examine
entire streams of coal at a rate of up to four hundred tons per hour, determine
the sulfur and ash concentration of the coal on a continuous basis, and can also
simultaneously compute the calorific value of the coal, among other quality
parameters. Customers can use the data to blend or sort the coal depending on
its quality. The Company has developed proprietary high-speed software that can
be incorporated into the system to enable the customer to automatically adjust
and control the coal blending and sorting process on-line.

    Coal analyzers are currently used by coal mines and coal-burning utilities.
Coal mines can use the coal analyzer to improve profitability by blending coals
of different quality to meet specific contract requirements or environmental
regulatory standards, by sorting out low-sulfur coal which can be sold for a
premium or by controlling the specific gravity of separation in a coal-cleaning
plant to ensure that quality specifications are met without over-cleaning. In
addition to ensuring more consistent quality, on-line coal analysis improves
recovery or yield from the mine, thus


                                       3
<PAGE>

extending the life of a mine by reducing the risk of premature exhaustion of
low-sulfur reserves that are required to balance high-sulfur reserves.
Coal-burning utilities use the coal analyzers to reduce costs while satisfying
environmental emissions regulations.

    CrossBelt Analyzer. The Company's CrossBelt Analyzer (CBA) is used primarily
by the cement industry to analyze the composition of raw materials used in
cement production. The CBA is essentially a horizontal tunnel that is assembled
around a customer's conveyor belt. The CBA analyzes materials traveling on a
conveyor belt at speeds of up to 600 feet per minute and with material flow
rates in excess of 1,000 tons per hour. The system generates data on the
elemental composition of the entire stream of materials, and can use the
information to infer certain quality-control parameters such as lime-saturation
factor and silica ratio. The CBA can incorporate high-speed proprietary
software, which allows the customer to automatically control production
processes. The CBA is incorporated on-line into their production process, which
enables them to control the mix of raw materials at the beginning of the
production line or to automatically control the blending of additives with
crushed limestone and clay further down the line. Both approaches enable the
producer to achieve more uniform cement quality. The CBA controls the production
process by using the analytical data it compiles to automatically adjust the
composition of the additive mix to achieve target quality levels. This approach
helps reduce variations in the materials fed into the cement kiln yielding
several benefits: lower energy consumption, greater throughput, and extended
refractory life.

    Mineral Slurry Analyzers. The Company's on-line analyzers use neutron
interrogation to analyze mineral slurry, a mixture of fine insoluble materials
and water, for the mineral extraction industry. The recovery of almost all
minerals and metals involves multi-step beneficiation processes. In most cases
the beneficiation begins by milling the ore and adding water to form a slurry.
Additional steps to concentrate the element of interest often include size and
mass classification, and froth flotation involving reagents. The Company's
neutron-based mineral slurry analyzer, which analyzes the entire elemental
composition of the slurry, can greatly improve the efficiency of the
beneficiation process by using the collected data to automatically adjust
various process parameters, including the amount of reagents used. The Company
believes its neutron-based mineral slurry analyzer is suitable for controlling
the beneficiation process for a wide variety of minerals.

    The Company also manufactures on-line X-ray slurry analyzers and on-line
particle-size analyzers. The X-ray slurry analyzers are used in the mineral
processing industry, primarily for copper, zinc, lead, molybdenum, and uranium,
to measure the concentration of certain elements. The equipment can also be
designed to automatically control and adjust the amount of reagents used in the
mineral beneficiation process. The X-ray slurry analyzer provides customers who
do not require a comprehensive analysis system a cost-effective alternative to
the Company's neutron-based mineral slurry analyzer. The on-line particle-size
analyzers are real-time measuring instruments. The on-line particle-size
analyzers use ultrasound together with proprietary models to determine the
particle-size distribution and percent solids in mineral slurries.

    Software Products. The Company complements its application-specific sensor
technology with process optimization software. These systems use adaptive and
predictive controls to maximize use of materials, as well as to blend raw
materials to meet certain requirements in a cost-effective manner. The process
of extracting, beneficiating, and utilizing raw materials is difficult to
control due to variances in chemistry, size, and shape and time delays in the
transport of materials from different points within the handling system. The
Company's proprietary process control software can accomplish these optimization
tasks by performing a model-based estimation and by adaptively controlling
source materials.

    FastLab. The Company offers its FastLab analyzer for rapid analysis of
samples off-line, with minimal sample preparation. The FastLab can be used for
numerous applications such as spot-check analysis of raw materials, core hole
analysis, fuel analysis, and chemical additives analysis. This product is
suitable for the same markets that use on-line elemental analysis.


                                       4
<PAGE>

    Process Safety Instrumentation. The Company is a supplier of process safety
instrumentation in the nuclear power industry. The Company's instrumentation is
designed to improve the safety and efficiency of nuclear power plants. In
addition, the Company offers automated test equipment and safety-related
computer software for nuclear power plants and other facilities where
radioactive materials are used.

    Neutron Generators. The Company is a supplier of neutron generators for the
mining industry, national laboratories, and high-tech manufacturers. The
Company's product is used as part of a system to detect or measure elements of
interest in a variety of applications including mineral exploration, oil well
logging, explosives detection, and nuclear waste management.

On-line Finished Materials Quality Control

    The Company develops, manufactures, and markets gauges and process
optimization systems for industrial manufacturing lines for continuous
production of certain web-type materials. Web-type materials are flat sheet
materials like paper, metal strip, plastic foil, rubber, and glass. Typical
high-volume products made from web-type materials include all types of vehicle
bodies and other parts, metals used for refrigerators and similar products,
beverage and food cans, cladding for buildings, and rubber tires. The Company's
instruments measure the total thickness, basis weight, and coating thickness of
web-type materials such as plastic foils, hot and cold metal strip, rubber,
glass, and non-woven fabrics, and are also capable of detecting pinholes in
these webs. The measuring technology incorporated in the Company's products is
based on partial absorption, reflection, or change in ionizing or infrared
radiation, as well as white light, ultraviolet light, and laser beams, by the
materials to be measured. The Company's systems can measure a single point on
the material to be measured, several points, or generate a "profile" of the web.
Measured values are acquired without contact and without interfering with the
production process, have high measurement accuracy, and are extremely reliable
despite hostile environments. The Company offers its measuring gauges with or
without its process optimization systems, which can be used to automatically
regulate the customer's production process.

    The Company's products incorporate a variety of measurement gauges such as
X-ray thickness gauges, isotope thickness gauges, X-ray fluorescence coating
gauges, or beta-backscatter gauges, depending on the application. The thickness
gauges manufactured by the Company basically function by measuring partial
absorption of energy by the material to be measured. The change in the intensity
of the energy emitted is detected by application-specific sensors, then
processed by high-speed microprocessors, before emerging as the measured value.
These instruments can incorporate the Company's high-speed proprietary software
to form a fully integrated process optimization system for continuous
manufacturing processes and improved product quality.

    The Company's products reduce the use of raw materials and energy,
maximizing productivity, and product quality. The total thickness of web-type
material, or the coating on it, is measured accurately at the point of
manufacture by the Company's products and compared with an input target value.
Adjustments can be made early in the process because the Company's products can
accurately measure materials closer to the origin of the strip, thus reducing
material waste.

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

    The Company maintains active programs for the development and introduction
of new products and it has various ongoing programs for improvements to existing
products. The Company also seeks to develop new applications for its existing
products and technology. In particular, the Company is actively seeking new
applications for its non-invasive, nondestructive analysis technologies.

    Research and development expenses for the Company were $4.8 million, $3.8
million, and $3.0 million in 1998, 1997, and 1996, respectively.


                                       5
<PAGE>

    (iii)  Raw Materials

    Various components of the Company's products are supplied by sole-source
vendors. The Company has not experienced significant difficulty in obtaining
adequate supplies from these vendors, and has identified alternate suppliers.
However, there can be no assurance that the unanticipated loss of a single
vendor would not result in delays in shipments or the introduction of new
products.

    (iv)   Patents, Licenses, and Trademarks

    The Company's policy is to protect its intellectual property rights,
including applying for and obtaining patents, when appropriate. The Company is
the owner of a number of patents expiring at various dates. Patent protection is
believed to provide the Company with competitive advantages with respect to
certain instruments. The Company also considers technical know-how, trade
secrets, and trademarks to be important to its business.

    (v)    Seasonal Influences

    The Company's Finished Materials segment experiences a slowdown in revenues
during the first quarter of each calendar year primarily because its customers
tend to place their orders earlier in the year so that they can have the systems
installed either during the slow period of the summer or between Christmas and
the New Year.

    (vi)   Working Capital Requirements

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

    (vii)  Dependency on a Single Customer

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

    (viii) Backlog

    The Company's backlog of firm orders was:

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

Raw Materials                                 $ 7,145  $ 17,515
Finished Materials                             23,645     9,414
                                              -------  --------

                                              $30,790  $ 26,929
                                              =======  ========
    The Company includes in backlog only those orders for which it has received
firm purchase orders and for which delivery has been specified within twelve
months. Certain of these orders are subject to cancellation by the customer upon
payment of a cancellation charge. Because of the possibility of customer changes
in delivery schedules, cancellation of orders, and potential delays in product
shipments, the Company's backlog as of any particular date may not be
representative of actual sales for any succeeding period. The decrease in
backlog in the Raw Materials segment was primarily due to a reduction in
spending by raw-material producers and increased competition.

    (ix)   Government Contracts

    Not applicable.


                                       6
<PAGE>

    (x)    Competition

    In the Raw Materials segment, the Company competes primarily on performance
and to a lesser extent on price. Competition regarding on-line coal and cement
material analyzers is limited at present. Scantech Limited (Australia) is the
Company's principal competitor in the on-line coal and cement material analysis
markets. More recently, Polysius and Lucchin entered the cement market. The
Company is a recent entrant into the on-line mineral slurry analysis market
where it competes primarily with Outokumpu (Finland). The market for solids and
multiphase analyzers for process control generally is fragmented, with numerous
competitors. The Company believes it is a market leader in the segment of the
solids and multiphase analyzer market for on-line bulk-materials analyzers using
neutron interrogation.

    Competition in the Finished Materials segment is highly fragmented with
numerous competitors competing in various end-use market segments. As a result,
competition varies according to the end-use segment. The Company competes based
upon quality, performance, and price. The Company's largest competitors are
Honeywell (U.S.), Toshiba (Japan), and Yokogawa (Japan). Honeywell, through its
Ohmart division is a supplier to the plastics industry. Toshiba and Yokogawa are
at present competing with the Company in Asia in the metals industry. IMS
(Germany) and IRM (Belgium/U.S.), compete with the Company worldwide in the
metals industry. There are a number of competitors such as NDC (US), Eurotherm
(U.K.), and Infrared Engineering (U.K.), which compete with the Company in the
plastics and rubber industry.

    Certain of the Company's competitors have greater resources, manufacturing
and marketing capabilities, technical staff, and production facilities than
those of the Company. As a result, they may be able to adapt more quickly to new
or emerging technologies and changes in customer requirements, or to devote
greater resources to the promotion and sale of their products than the Company.
Further, competition with respect to all of the Company's products could
increase if new companies enter the market or if existing competitors expand
their product lines. There can be no assurance that competitors of the Company
will not develop technological innovations that will render products of the
Company obsolete.

    (xii)  Environmental Protection Regulations

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

    (xiii) Number of Employees

    As of January 2, 1999, the Company had a total of 508 employees. The Company
has had no work stoppages and considers its relations with employees to be good.

(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 11 to Consolidated Financial Statements in the
Registrant's 1998 Annual Report to Shareholders, and is incorporated herein by
reference.


                                       7
<PAGE>

(e) Executive Officers of the Registrant

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

     Ernesto A. Corte      60  President and Chief Executive Officer (1997)
     Werner G. Kramer      52  Executive Vice President (1997)
     Theo Melas-Kyriazi    39  Chief Financial Officer (1998)
     Paul F. Kelleher      56  Chief Accounting Officer (1997)

    Each executive officer serves until his successor is chosen or
appointed by the Board of Directors and qualified or until earlier
resignation, death, or removal.  Mr. Kelleher has held comparable
positions for at least five years with Thermo Instrument or Thermo
Electron.  Mr. Corte has been President of the Company since its inception
in November 1996, and Chief Executive Officer since February 1998.  Mr.
Corte has been President of the Company's Gamma-Metrics subsidiary since
1993.  Mr. Kramer has been Executive Vice President of the Company since
its inception in November 1996 and President of the Company's Eberline
Radiometrie Instruments GmbH subsidiary and Radiometrie's parent company,
Thermo Instrument Systems GmbH, since 1993.  Mr. Melas-Kyriazi was
appointed Chief Financial Officer of the Company and Thermo Electron on
January 1, 1999.  Mr. Melas-Kyriazi joined Thermo Electron in 1986 as
Assistant Treasurer, and became Treasurer in 1988.  He was named President
and Chief Executive Officer of ThermoSpectra Corporation, a public
subsidiary of Thermo Instrument, in 1994.  In 1998, he became Vice
President of Corporate Strategy for Thermo Electron.  Messrs. Corte and
Kramer are full-time employees of the Company.  Messrs. Melas-Kyriazi and
Kelleher are full-time employees of Thermo Electron, but devote such time
to the affairs of the Company as the Company's needs reasonably require.

Item 2.    Properties

    The Company leases approximately 44,900 square feet in San Diego,
California, pursuant to a lease that expires in 2003 and leases 9,300 square
feet in Colorado Springs, Colorado, pursuant to a lease that expires in 2003.
The Company uses these facilities for manufacturing, sales, and administration
for its Raw Materials segment.

    The Company also leases approximately 98,900 square feet in Gaithersburg,
Maryland, pursuant to leases expiring in 1999 through 2002, approximately 24,000
square feet in Gloucester, England, pursuant to a lease expiring in 2001, and
owns a facility with approximately 110,000 square feet in Erlangen, Germany, of
which approximately 55,100 square feet are utilized by the Company, with the
balance being utilized by another Thermo Instrument subsidiary. These facilities
are used by the Company for manufacturing, sales, and administration for its
Finished Materials segment. The Company believes that its facilities are in good
condition and are suitable and adequate for its present operations. With respect
to leases expiring in the near future, in the event the Company does not renew
such leases, the Company believes suitable alternate space is available for
lease on acceptable terms.

    In addition, the Company leases office space throughout the world for its
sales and service operations. The Company believes that these facilities are
adequate for its present operations.

Item 3.    Legal Proceedings

    Not applicable.

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

    Not applicable.

                                       8
<PAGE>


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

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

Item 6.    Selected Financial Data

    The information required under this item is included under the sections
labeled "Selected Financial Information" and "Dividend Policy" in the
Registrant's 1998 Annual Report to Shareholders and is incorporated herein by
reference.

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

    The information required under this item is included under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's 1998 Annual Report to Shareholders and
is incorporated herein by reference.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

    The information required under this item is included under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's 1998 Annual Report to Shareholders and
is incorporated herein by reference.

Item 8.    Financial Statements and Supplementary Data

    The Registrant's Consolidated Financial Statements as of January 2, 1999,
and Supplementary Data are included in the Registrant's 1998 Annual Report to
Shareholders and are incorporated herein by reference.

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

    Not applicable.


                                       9
<PAGE>

                                  PART III
Item 10.   Directors and Executive Officers of the Registrant

    The information concerning directors required under this item is
incorporated herein by reference from the material contained under the caption
"Election of Directors" in the Registrant's definitive proxy statement to be
filed with the Securities and Exchange Commission pursuant to Regulation 14A,
not later than 120 days after the close of the fiscal year. The information
concerning delinquent filers pursuant to Item 405 of Regulation S-K is
incorporated herein by reference from the material contained under the heading
"Section 16(a) Beneficial Ownership Reporting Compliance" under the caption
"Stock Ownership" in the Registrant's definitive proxy statement to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A, not
later than 120 days after the close of the fiscal year.

Item 11.   Executive Compensation

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

Item 12.   Security Ownership of Certain Beneficial Owners and Management

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

Item 13.   Certain Relationships and Related Transactions

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

                                       10
<PAGE>

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

(a,d)   Financial Statements and Schedules

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

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

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

    List of Financial Statements and Schedules Referenced in this Item 14

    Information incorporated by reference from Exhibit 13 filed herewith:

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

    Financial Statement Schedules filed herewith:

       Schedule II:  Valuation and Qualifying Accounts

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

(b) Reports on Form 8-K

    On December 10, 1998, the Company filed a Current Report on Form 8-K dated
    December 10, 1998, with respect to an update to Thermo Electron's proposed
    corporate reorganization announced on August 12, 1998.

(c) Exhibits

    See Exhibit Index on the page immediately preceding exhibits.

                                       11
<PAGE>

                                 SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date:  March 15, 1999               METRIKA SYSTEMS CORPORATION


                               By: /s/ Ernesto A. Corte
                                Ernesto A. Corte
                                President and Chief Executive Officer

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated, as of March 15, 1999.

Signature                      Title


By: /s/ Ernesto A. Corte       President, Chief Executive Officer, and Director
    Ernesto A. Corte


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


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


By: /s/ Joseph A. Baute        Director
    Joseph A. Baute


By: /s/ Willard R. Becraft     Director
    Willard R. Becraft


By: /s/ Denis A. Helm          Chairman of the Board and Director
    Denis A. Helm


By: /s/ John T. Keiser         Director
    John T. Keiser


By: /s/ Earl R. Lewis          Director
    Earl R. Lewis


                                       12
<PAGE>

                  Report of Independent Public Accountants 

To the Shareholders and Board of Directors of Metrika Systems Corporation:

    We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements included in Metrika Systems Corporation's
Annual Report to Shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 16, 1999. Our audits were made for
the purpose of forming an opinion on those statements taken as a whole. The
schedule listed in Item 14 on page 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 16, 1999

                                       13
<PAGE>
<TABLE>
<CAPTION>

SCHEDULE II

                           METRIKA SYSTEMS CORPORATION
                        Valuation and Qualifying Accounts
                                 (In thousands)
<S>                                <C>         <C>         <C>         <C>       <C>         <C>     


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

Allowance for Doubtful Accounts

Year Ended January 2, 1999              $ 671       $ 470       $  40       $(606)    $ 1,711     $  2,286

Year Ended January 3, 1998              $ 440       $ 633       $ 209       $(713)    $   102     $    671

Year Ended December 28, 1996            $ 478       $   -       $   -       $ (36)    $    (2)    $    440
</TABLE>
<TABLE>
<CAPTION>

<S>                                                 <C>           <C>           <C>           <C>  

Description                                           Balance at   Established      Activity       Balance
                                                       Beginning    as Cost of       Charged        at End
                                                         of Year    Acquisitions          to       of Year
                                                                                     Reserve
--------------------------------------------------- ------------- ------------- ------------- -------------

Accrued Acquisition Expenses (b)

Year Ended January 2, 1999                                 $  68         $1,350        $(755)        $ 663

Year Ended January 3, 1998                                 $   -         $ 350         $(282)        $  68



Description                             Balance at  Provision for                                  Balance
                                         Beginning  Restructuring       Cash Payments               at End
                                           of Year         Costs                   Other (d)       of Year
------------------------------------- ------------- ------------- ------------- ------------- -------------

Accrued Restructuring Costs (c)

Year Ended January 2, 1999                   $   -         $ 624         $(100)        $  28         $ 552


(a) Includes allowance of businesses acquired during the year as described in
    Note 3 to Consolidated Financial Statements in the Registrant's 1998 Annual
    Report to Shareholders and the effect of foreign currency translation.
(b) The nature of activity in this account is described in Note 3 to
    Consolidated Financial Statements in the Registrant's 1998 Annual Report to
    Shareholders.
(c) The nature of activity in this account is described in Note 12 to
    Consolidated Financial Statements in the Registrant's 1998 Annual Report to
    Shareholders.
(d) Primarily the effect of foreign currency translation.

</TABLE>


                                       14
<PAGE>

                                EXHIBIT INDEX
Exhibit
Number     Description of Exhibit

 2         Stock Purchase Agreement dated as of May 6, 1998, by and between the
           Company and Honeywell-Measurex Corporation (filed as Exhibit 2 to the
           Registrant's Current Report on Form 8-K for events occurring on July
           5, 1998, and incorporated herein by reference).

3.1*       Certificate of Incorporation of the Company, as amended.

3.2*       By-Laws of the Company.

 4*        Specimen Common Stock Certificate.

10.1*      Corporate Services Agreement dated as of November 26, 1996, between
           Thermo Electron Corporation and the Company.

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 26, 1996, between
           Thermo Electron and the Company.

10.4*      Master Repurchase Agreement dated as of November 26, 1996, between
           Thermo Electron and the Company.

10.5       Amended and Restated Master Guarantee Reimbursement and Loan
           Agreement dated as of December 3, 1997, between Thermo Electron and
           the Company (filed as Exhibit 10.7 to Thermo Instrument's Annual
           Report on Form 10-K for fiscal year ended January 3, 1998 [File No.
           1-9786] and incorporated herein by reference).

10.6       Amended and Restated Master Guarantee Reimbursement and Loan
           Agreement dated as of December 3, 1997, between Thermo Instrument and
           the Company (filed as Exhibit 10.6 to the Registrant's Annual Report
           on Form 10-K for the year ended January 3, 1998, and incorporated
           herein by reference).

10.7*      Deferred Compensation Plan for Directors of the Company.

10.8*      Indemnification Agreement dated as of November 26, 1996, between
           Thermo Instrument and the Company.

10.9*      Letter Agreement dated as of December 4, 1996, between Thermo
           Instrument and the Company.

10.10*     Indemnification Agreement dated as of December 4, 1996, between
           Thermo Instrument and the Company.

10.11*     Triple Net Lease Agreement dated January 1, 1995, between
           Gamma-Metrics, as lessee and Radnor/Collins/Sorrento Partnership, as
           lessor, for property located at 5788 Pacific Center Boulevard, San
           Diego, California.

10.12*     Form of Indemnification Agreement for Officers and Directors.

<PAGE>


Exhibit
Number     Description of Exhibit

10.13*     Equity Incentive Plan of the Company (maximum number of shares
           issuable is 800,000 shares after adjustment to reflect share increase
           approved in 1998).

           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. The terms of such plans are substantially the same as
           those of the Registrant's Equity Incentive Plan.

10.14*     Lease Agreement dated as of October 1, 1993, between Thermo
           Instrument Systems GmbH (the Company's subsidiary), as lessor, and
           ESM Eberline Instruments Strahlen and Umweltmesstechnik GmbH, as
           lessee.

10.15      Restated Stock Holding Assistance Plan and Form of Promissory Note
           (filed as Exhibit 10.16 to the Registrant's Annual Report on Form
           10-K for the year ended January 3, 1998, and incorporated herein by
           reference).

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

 21        Subsidiaries of the Registrant.

 23        Consent of Arthur Andersen LLP.

 27        Financial Data Schedule.

           Each exhibit above which is marked with an asterisk (*) is
           incorporated herein by reference to the correspondingly numbered
           exhibit to the Company's Registration Statement on Form S-1 [File No.
           333-25243].