<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO

           SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

/X/      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the Fiscal Year Ended December 31, 1996

                                                    OR

/ /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from_________to_________

                         Commission file number 0-12488

                                  ISOMEDIX INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                              22-1986189
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

        11 Apollo Drive
        Whippany, New Jersey                                        07981
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code (201) 887-4700

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                 New York Stock Exchange, Inc.

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

                                      None
                                 Title of class

         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 as the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for 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 registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

                             Page 1 of ____ pages.
                         Index to Exhibits at page __.


<PAGE>   2


                                                                               2




                  State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to the
date of filing.

<TABLE>
<S>                                                                        <C>
                  Aggregate market value as of March 21, 1997 .............$79,514,239

                  Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.

                  Common Stock, $.01 par value, as of March 21, 1997.......6,425,393
</TABLE>

                       DOCUMENTS INCORPORATED BY REFERENCE

                  List hereunder the documents, all or portions of which are
incorporated by reference herein and the Part of the Form 10-K into which the
document is incorporated:

         Annual Report to Stockholders for the fiscal year ended December 31,
         1996 -- Part I, Part II and Part IV.

         Proxy Statement dated March 31, 1997 -- Part III

<PAGE>   3


                                                                               3




                                     PART I

ITEM 1.  BUSINESS.

General

                  Isomedix Inc. (together with its subsidiaries, where
appropriate, the "Company") has been engaged for more than 24 years in the
business of providing contract sterilization services to manufacturers of
pre-packaged products, such as healthcare and certain consumer products.

                  Although gamma radiation is the preferred method of
sterilization of healthcare and certain consumer products, there is a continuing
demand for contract ethylene oxide sterilization of those products which cannot
tolerate exposure to radiation. In recognition of a market opportunity for
technologically advanced ethylene oxide sterilization services, the Company
commenced the development of an ethylene oxide sterilization program in 1988 and
by February 1990 had two state-of-the-art ethylene oxide sterilization
facilities operational. In January 1993, another ethylene oxide facility
commenced operations at the Company's gamma radiation facility in Northborough,
Massachusetts. In December 1995, the Company purchased an existing ethylene
oxide sterilization facility in Temecula, California, from an unrelated party.
The addition of an ethylene oxide sterilization program has enabled the Company
to offer many customers a single source for most or all of their sterilization
requirements. The Company believes that its ethylene oxide technology offers
technical, environmental and worker safety advantages which are currently
unavailable at many existing ethylene oxide sterilization facilities in the
United States.

                  The Company has a network of eleven gamma facilities, five
ethylene oxide facilities (four of which are combined gamma/ethylene oxide
facilities), and one electron beam facility in the United States, Canada and
Puerto Rico.

Industry Overview and Company Strategy

                  A broad range of healthcare and certain consumer products need
to be free of objectionable microbial levels which is referred to as "sterile"
or to have acceptable microbial levels when sold as nonsterile product, such as
cosmetics and spices. The principal methods used to achieve sterility or
microbial reduction are ionizing radiation sterilization utilizing principally
gamma radiation from cobalt-60, electron beam sterilization and ethylene oxide

<PAGE>   4
                                                                               4




sterilization utilizing gaseous ethylene oxide. Ethylene oxide sterilization was
first used commercially in the United States in the late 1940's and gamma
radiation sterilization was first used commercially in the United States in the
mid-1960's.

                  Although precise figures are difficult to determine, the
Company believes that for healthcare products the contract sterilization market
is divided approximately equally between the two methods. With the addition of
ethylene oxide sterilization facilities and a continuing commitment to radiation
sterilization, the Company believes that it has significantly increased the size
of its potential market. In addition, the Company is now able to offer its
customers the flexibility to choose the sterilization method best suited for
their particular product requirements.

                  Ionizing gamma radiation, which is similar to x-ray radiation,
is generated by the spontaneous decay of radioisotopes. As a result, the
radioisotopes must be supplemented regularly and eventually replaced. Since
gamma radiation is electro-magnetic in nature, and is not itself radioactive,
substances exposed to gamma radiation cannot become radioactive. Cobalt-60 is
the radioisotope used for the commercial processing of medical devices and other
products.

                  Ionizing gamma radiation is inherently reliable, predictable
and non-toxic and the only variable which must be controlled during
sterilization is the time of exposure of the product to the energy source. As a
result, the product is deemed to be sterile immediately after it is processed
upon confirmation that a predetermined dose of gamma radiation has been
delivered. Further, gamma radiation is able to penetrate all forms of packaging
material (including sealed foil, glass and metal containers) and to sterilize
the product uniformly without leaving chemical residues or significantly raising
product temperature.

                  Radiation from electron beam accelerators is also ionizing in
nature, but, with generally lower mass penetration capability. It differs from
gamma radiation, however, in that its generation relies on electrical power
input rather than the spontaneous decay of radioisotope.

                  The Company believes, however, that ethylene oxide
sterilization will continue to be preferred for certain products that are not
well-suited for radiation sterilization. Examples of such products include:
materials

<PAGE>   5
                                                                               5




that discolor when exposed to gamma radiation, such as certain cotton products;
products treated with special compounds, such as lubricated needles and
catheters; and products consisting of an array of components that are not
otherwise compatible with radiation, such as certain pre-packaged custom
surgical procedure trays and kits. Custom procedure trays and kits often contain
the medications required for a specific surgical procedure which cannot be
readily radiation sterilized. Most custom procedure trays and kits are currently
sterilized with ethylene oxide.

                  Developments in governmental regulation of ethylene oxide in
the 1980's forced changes in the technology of ethylene oxide processing, which
created an opportunity for the Company to capture a significant share of the
contract ethylene oxide sterilization market in the United States. Since 1988
the Company has pursued a program to develop contract ethylene oxide
sterilization technology, and hired personnel with substantial expertise in
ethylene oxide sterilization to implement this program.

                  First, ethylene oxide has been identified as a mutagenic
substance with possible carcinogenic properties, and its use has become subject
to more stringent regulation by the Occupational Safety and Health
Administration ("OSHA"), the Environmental Protection Agency (the "EPA") and
various state agencies. These regulations included stricter limits on
permissible worker exposure levels to ethylene oxide and limits on permissible
emissions of ethylene oxide into the earth's atmosphere. The EPA published
regulations controlling ethylene oxide emissions from industrial sterilizers in
February 1994 which became effective in November 1994.

                  In addition, environmental concerns with respect to Freon, a
chlorofluorocarbon which had traditionally been used to dilute ethylene oxide,
has also had an impact on ethylene oxide production. Currently, almost all
production and importation of Freon is banned in the United States. Although it
remains legal to purchase and sell Freon, its increasingly limited supply has
led to a significant escalation in cost. In addition, Freon is subject to an
excise tax of $5.35 per pound. Replacement diluents are now available in
commercial quantities, although their costs may be substantially higher than
traditional Freon. As an alternative to the use of Freon or other diluents,
ethylene oxide may be utilized in its 100% pure form, which requires special
handling procedures and equipment. All of the Company's ethylene oxide
facilities are equipped with the advanced technology 100% pure ethylene oxide
processes.
<PAGE>   6
                                                                               6



                  Many device manufacturers which previously operated in-house
ethylene oxide facilities have found that it is uneconomical to undertake the
design and capital costs required to upgrade or replace their existing
facilities to meet current and impending regulations. Consequently, many
companies have and continue to convert to contract sterilization for their
sterilization requirements.

                  The Company believes that its innovative approach to ethylene
oxide sterilization, which does not utilize Freon, significantly reduces the
disadvantages associated with traditional ethylene oxide processing. The
Company's ethylene oxide facilities are highly automated, and are designed to
accelerate sterilization (as evidenced by its already proven ability to
significantly reduce product sterilization cycle times in a number of
instances), to minimize ethylene oxide residues in products, to minimize worker
exposure to ethylene oxide and virtually to eliminate ethylene oxide emissions
into the atmosphere. The Company's facilities use undiluted ethylene oxide (or,
for processing of vacuum sensitive products, an ethylene oxide/nitrogen gas
mixture) rather than the traditional ethylene oxide/Freon gas mixture. An
automated and computer controlled product handling system keeps worker exposure
to ethylene oxide well within existing and anticipated regulatory guidelines.
The Company's ethylene oxide facilities utilize turbulent air circulation, as
well as precise temperature controls and a catalytic oxidation system, to
minimize ethylene oxide residue levels in sterilized products. The ethylene
oxide exhaust gas from the sterilization process is converted to carbon dioxide
and water in a thermal oxidizing flare.

                  Sophisticated temperature monitoring systems enable the
Company to monitor the temperature of the ethylene oxide operation in real time
for process validation. The resulting data can be analyzed and used in part in
the determination of product release and the Company uses analytical techniques
similar to those used in its gamma radiation sterilization business with the
goal of achieving the elimination/reduction of biological testing and/or product
quarantine after the completion of ethylene oxide processing.

                  The Company is currently establishing electron beam radiation
technology as a third sterilization modality. While electron beam radiation has
been available to sterilize medical devices for years, its use has been limited
due to technical limitations. Recent advances in the design of electron beam
accelerators have significantly increased the potential desirability of this
technology as a sterilization method. In addition, electron beam use for
<PAGE>   7


                                                                               7




various industrial applications, such as material crosslinking, is significant
and continues to grow rapidly.

Gamma Radiation Sterilization Services

                  Gamma radiation sterilization services provided by the Company
include the sterilization of healthcare and consumer products which are labelled
as "sterile," products which require reduced microbial contamination, the
high-level radiation testing of materials and equipment used in nuclear
reactors, space exploration applications and certain industrial applications of
gamma radiation to alter or improve the physical properties of plastics.

                  The kinds of healthcare products processed by the Company
range from syringes, needles, scalpels and surgeons' gloves and gowns to
intravenous solution tubing sets and orthopedic implants. Since sterilization is
the final critical stage of manufacture, the Company is required to be
registered with the Food and Drug Administration (the "FDA") as a manufacturer
of medical devices. See "Governmental Regulation" below.

                  The Company currently has approximately 1,180 customers,
including many of the largest manufacturers of single-use medical devices, most
of which utilize the gamma irradiation service. Although some of the largest of
such manufacturers own and operate their own irradiators, the production levels
of the majority of manufacturing companies do not economically justify ownership
of an in-house gamma radiation sterilizer. The Company has found that it can
select a geographic region within which many small or several large
manufacturers are located or have distribution centers and build one irradiation
facility to service the region. It is able to pass on to the customer the
benefits associated with economies of scale achieved in a high volume
irradiation facility and in so doing can compete economically with other
sterilization methods. The Company expects that, at times, when one of its
larger customers reaches production levels which would economically justify the
conversion from contract radiation sterilization to in-house radiation
sterilization, the customer may do so. However, the Company does provide
sterilization services to certain large companies which operate their own
irradiators, when transportation costs from a distant production location to the
in-house irradiator are prohibitive, when the in-house irradiator cannot satisfy
production peaks, or when the products or packaging involve unusual technical
requirements. In one instance a major customer determined that it was more
economical to close down its own in-house
<PAGE>   8


                                                                               8




irradiator in favor of utilizing the radiation services provided by the Company.

                  A part of the Company's gamma radiation sterilization activity
is in the area of consumer products which historically were either sterilized
with ethylene oxide or were not sterilized at all. Bandages, cotton balls, empty
milk cartons, food packaging materials, baby bottle nipples, and water-filled
teething rings are examples of items which the Company currently processes for a
number of manufacturers. In addition, the Company sterilizes bulk items such as
talc, starch, titanium dioxide and iron oxide pigments and finished products
such as brushes and applicators for the cosmetics industry.

                  The Company contracts with its customers to expose their
products to dosages of gamma radiation specified by the customer. The cost to
customers of the gamma radiation services provided by the Company varies
depending on such factors as the volume and density of the product to be
irradiated, and the radiation dosage and dosage uniformity required. The Company
assumes no responsibility for the effects of radiation on the product exposed or
the failure of such dosage to sterilize or otherwise have the effect desired by
the customer. The Company is not aware, however, that any customer has
experienced any claim with respect to the lack of sterility of any product
irradiated by the Company.

                  In the gamma radiation sterilization process, the material to
be sterilized is placed in containers and is conveyed through the irradiator
past the cobalt-60 source for exposure to a predetermined amount of radiation
energy. The total exposure time of the product to the source material depends on
the amount of cobalt-60 in use, the required dose and the density of the
material exposed. After exposure to gamma radiation, the product is conveyed
into a storage area from which it may, in most cases, be immediately released
for distribution to end users. When not in operation, the cobalt-60 source
material is immersed in a 25-foot deep pool of water which absorbs the energy
being emitted. During use, six-foot thick concrete shielding protects workers
from radiation.

                  Since its inception, the Company has purchased the majority of
its cobalt-60 from MDS Nordion Inc., successor to Atomic Energy of Canada
Limited, the world's principal source of cobalt-60. The Company believes that
Nordion has the capacity to produce several times the world's anticipated
requirements for cobalt-60 for the foreseeable future. In addition, the Company
has purchased smaller



<PAGE>   9


                                                                               9




amounts of its cobalt-60 requirements from Neutron Products Inc., a United
States based supplier. More recently, another major supplier of cobalt-60,
Puridec Corporation, has started to supply cobalt-60 in North America. The
Company contracts with Nordion, Neutron Products and Puridec for the purchase
and installation of the cobalt-60 in the irradiators and for the eventual
disposal of "spent" cobalt-60. Nordion also manufactures the irradiator
mechanisms used by the Company at all of its production facilities.

Ethylene Oxide Sterilization Services

                  The Company's ethylene oxide sterilization technology involves
three basic processing phases: preparation of the product in a conditioning room
to achieve optimal temperature and humidity; exposure of the product to ethylene
oxide in a sterilization chamber; and reduction of ethylene oxide residues in an
aeration cell to minimal levels in the products.

                  In the Company's facilities, a computer controlled conveyor
system automatically transfers the product directly from the conditioning room
into the sterilization chamber and then, upon completion of sterilization, the
conveyor system transfers the product into the aeration cell. The Company's
ethylene oxide facilities use a sophisticated infrared telemetry system which
provides real time monitoring of product temperature at numerous checkpoints.

                  During the conditioning phase, the product is prepared for
sterilization by raising its temperature and humidity to optimal levels at which
microbes are more readily susceptible to the toxic properties of ethylene oxide.
A turbulent air circulation system ensures uniform temperature and humidity
distribution.

                  During the sterilization phase, the product is exposed to
controlled amounts of ethylene oxide under precise conditions of pressure,
temperature, humidity and dwell time. Each ethylene oxide facility is designed
to accommodate three or four sterilization chambers. Depending upon the
anticipated volume of product to be processed annually, one or two chambers may
be installed when a facility commences operations, with others added as the
volume of business increases. Each sterilization chamber employs a circulation
system to assure uniform temperature and humidity distribution, improved gas
penetration, reduced product temperature stabilization time and reduced
sterilization cycle time. A high efficiency evacuation system reduces the time
of the sterilization cycle by



<PAGE>   10


                                                                              10




reducing the time necessary to remove ethylene oxide from the sterilization
chamber. Rate controls on pressure changes during processing minimize packaging
stress. The sterilization chamber and the room in which it is located are
specifically designed to minimize the risks arising out of the potentially
flammable and explosive nature of ethylene oxide in its pure form.

                  During the aeration phase, ethylene oxide residues remaining
on the product after sterilization are reduced to minimal levels by subjecting
the product in the aeration cell to turbulent air circulation at elevated
temperatures in conjunction with a highly efficient catalytic oxidation system
which converts the ethylene oxide into carbon dioxide and water.

                  The Company anticipates that its ethylene oxide facilities
will be part of combined irradiation/ethylene oxide facilities although the
Company also establishes additional free-standing ethylene oxide and radiation
facilities depending on regional market conditions. The combined facilities are
designed to be administratively cost effective in that the key management and
sales personnel required for either method of sterilization manage the combined
facilities.

                  Ethylene oxide and nitrogen gas are the two principal
materials which the Company utilizes in its ethylene oxide sterilization
facilities. Both are available through domestic sources.

Backlog

                  At December 31, 1996, the Company had a backlog for contract
sterilization services of approximately $53,217,302 as compared with $51,617,000
at the same time in the preceding year. The Company expects approximately 46% of
all of such backlog to be filled during 1997.

Marketing and Sales

                  The Company markets its contract sterilization services
primarily to manufacturers of single-use medical devices and consumer products.

                  The Company's marketing of its gamma radiation services
emphasizes technical assistance to customers in all aspects of sterilization and
participation by facility and corporate staff members on technical committees
responsible for the implementation of regulations pertaining to the
sterilization of medical products, as well as the more



<PAGE>   11


                                                                              11




conventional activities of customer contact and advertising. The Company's
salespersons and senior management draw upon their extensive backgrounds in
radiation, ethylene oxide processing, engineering, microbiology, packaging,
material compatibility and regulatory compliance to provide customers with a
full range of services. See "Competition" below.

                  The marketing of ethylene oxide services closely parallels the
marketing of gamma radiation services and frequently is directed to the same
customers. The Company markets its ethylene oxide capabilities to existing
ethylene oxide users, concentrating primarily on manufacturers currently
utilizing in-house facilities who are confronted with the high costs associated
with the increasingly complex regulatory and technological problems related to
ethylene oxide sterilization. Additionally, the Company's marketing efforts
focus on the Company's ability to offer its customers a single source for most
or all of their sterilization requirements and also stress the technological
advantages of the Company's ethylene oxide sterilization system over those
provided by its competitors.

Competition

                  In gamma radiation sterilization, the Company competes with
other gamma irradiation service companies, none of which are larger than the
Company in terms of number of gamma irradiation facilities. The Company also
competes with companies that provide sterilization processes other than gamma
radiation (including electron beam and ethylene oxide processing). The primary
competition comes from companies that sterilize products in-house (with about a
50% combined market share), thereby bringing the Company into competition with
businesses having substantially larger assets, sales and working capital.

                  Generally, the Company competes on the basis of expertise,
quality, customer service, price, geographic proximity to the customer's
manufacturing or distribution system and ability to provide additional services,
such as warehousing and distribution, as needed. In recent years, price
competition has intensified. However, the Company believes that its reputation
as a leader in quality, regulatory compliance and technology in gamma radiation
sterilization services, in addition to price, allows the Company to remain
competitive with other contract sterilization providers, particularly in the
case of products which require strict quality control standards and high
sterility assurance levels.




<PAGE>   12


                                                                              12




                  In ethylene oxide sterilization, the Company competes with
three established service companies, each of which operate multiple facilities
and one of which is substantially larger than the Company in the ethylene oxide
sterilization market. The Company also competes with numerous smaller service
companies. In addition, almost half of the total sterilization business is
performed in-house and, therefore, represents the forecasted new business
opportunity. As in the gamma sterilization market, the Company competes in the
ethylene oxide sterilization market on the basis of expertise, quality,
regulatory compliance, customer service, price and geographic proximity to the
customer's manufacturing or distribution system.

Foreign Operations

                  The Company's Canadian gamma irradiation facility commenced
operations in April 1982 providing the Company with an important market for its
services. There are no unusual or special risks associated with this operation
which are not characteristic of any United States business operating in Canada.
See Note 16 to Notes to Consolidated Financial Statements referred to in Part
IV, Item 14(a)(1) below.

Personnel

                  The Company employs approximately 346 persons in its
sterilization services business. The Company's employees are not covered by a
collective bargaining agreement with the exception of approximately 37 employees
at the Whippany, New Jersey and Northborough, Massachusetts facilities. The
Company considers its relationship with its employees to be satisfactory.

Governmental Regulation

                  The construction and operation of gamma irradiation facilities
such as those operated by the Company are regulated by the United States Nuclear
Regulatory Commission, or in some cases by various state regulatory agencies and
authorities which have assumed the regulatory function from the Commission. In
addition, the Company is required to register its sterilization facilities with
the FDA as manufacturers of medical devices and drugs.

                  The construction and operation of ethylene oxide facilities by
the Company are regulated by various state environmental and pollution control
agencies, as well as by the EPA, the FDA and OSHA. The use of ethylene oxide is
subject to a variety of existing and proposed regulations



<PAGE>   13


                                                                              13




limiting levels of worker exposure to ethylene oxide, ethylene oxide residues on
sterilized products and ethylene oxide emissions into the atmosphere. See
"Industry Overview and Company Strategy." The Company believes that its ethylene
oxide technology and facility design will permit it to comply with all such
existing and proposed regulations.

                  The Company has received all licenses and permits necessary to
conduct its current sterilization business and believes that it will be able to
obtain any permits necessary for the future conduct of its sterilization
business.

                  The gamma radiation and ethylene oxide sterilization
activities of the Company produce virtually no harmful solid, liquid or gaseous
effluents or pollutants.

Food Preservation

                  A potential market for the Company continues to be the gamma
radiation preservation and disinfestation of food products. Approximately 40
countries have approved gamma radiation for limited commercial processing of
food and food ingredients. The need for further consumer education is an
important factor in gaining public acceptance of the process in the United
States and Canada. Increased public awareness of the existence of harmful
pathogenic organisms in raw red meat and poultry may assist in gaining public
acceptance of gamma radiation for the processing of food.

                  In 1990, the FDA announced clearance for the irradiation of
poultry to eliminate salmonella, campylobacter and listeria. In 1992, the United
States Department of Agriculture published the terms and conditions under which
poultry can be irradiated. This clearance was followed by successful market
tests of irradiated poultry during 1993. Subsequently, only limited commercial
sales of irradiated poultry have taken place. In addition, public apprehension
associated with irradiation of food products is diminishing due to more readily
available information on the subject of food irradiation, and as concern over
contaminated red meats, poultry and seafood in our food supply increases. In
July 1994, the Company prepared and submitted to the FDA a petition for
clearance to irradiate fresh packaged red meats in order to eliminate E. coli
and other harmful pathogens. The Company has received indications that this
clearance is expected to be obtained sometime during the latter part of 1997.

                  Disinfestation of spices using gamma radiation was approved by
the FDA in 1986. This method of disinfestation



<PAGE>   14


                                                                              14




is in use today and may prove to be the optimum method of microbial control as
there is serious concern that the current method of disinfestation of spices,
which uses ethylene oxide, leaves toxic residues on the spices.

                  The long-term course of regulatory policy and consumer
reaction cannot be predicted and, although regulatory approvals have been
forthcoming, there can be no assurance that the use of gamma radiation for the
processing of food will ultimately prove commercially feasible in the United
States or Canada.

ISO 9001 Registration

                  During 1995, the Company was approved for ISO 9001
registration by accredited Quality Registrar, KPMG Peat Marwick. ISO 9001
registration confirms that the quality systems used by the Company meet the
requirements as described by the American National Standards Institute and the
American Society of Quality Control. Of the ISO 9000 standards, the ISO 9001 is
the most comprehensive in scope and the most difficult to achieve. Demonstrated
compliance with these requirements is becoming a requirement for doing business
in Europe, Japan, Australia and Canada and is fast becoming a standard of
performance for many suppliers doing business in the United States.

Validation Services

                  The Company's subsidiary, Skyland Scientific Services Inc.,
primarily provides validation services to assist manufacturers of pharmaceutical
and medical device products in complying with FDA Good Manufacturing Practices
and industry standards.

                  Skyland competes with other companies offering substantially
the same services, including several large architect-engineering firms. Such
firms may be employed by a customer to provide a variety of services, including
design and construction of facilities, in addition to validation services.
Skyland competes on the basis of its reputation, expertise, quality and speed of
service and price. Skyland has approximately 23 employees.

                  During December 1996, the Company adopted a plan of disposal
via orderly liquidation of Skyland, effective December 31, 1996. Skyland
provided contract consulting, calibration and validation services to assist
manufacturers of healthcare products in complying with Good Manufacturing
Practices established by industry and government. The disposal of Skyland is
expected to be completed by the end



<PAGE>   15


                                                                              15




of the second quarter of 1997. The results of Skyland and the associated loss on
disposal have been accounted for as a discontinued operation. See Note 2 to
Notes to Consolidated Financial Statements referred to in Part IV, Item 14(a) 1
below.

ITEM 2.  PROPERTIES.

                  The Company has a network of eleven gamma facilities, five
ethylene oxide facilities (four of which are combined gamma/ethylene oxide
facilities) and one electron beam facility in the United States, Canada and
Puerto Rico. The eleven gamma facilities have an aggregate design capacity of
41,500,000 curies of cobalt-60. The Company's ethylene oxide facilities
currently have installed fifteen ethylene oxide vessels which allow for the
processing of approximately seventeen million cubic feet of products annually.

                  The Company's gamma irradiation facilities are designed and
built to accommodate anticipated processing requirements for twenty or more
years. Generally, only that amount of cobalt-60 needed for anticipated or actual
initial processing requirements is actually installed. As requirements grow,
additional cobalt-60 can be added up to the facility's design capacity.
Additional cobalt-60 increases the amount of energy emitted thus reducing the
time the product needs to be exposed and thereby increasing the facility's
capacity to process product.

                  The Company's executive offices are located in a Company-owned
building at 11 Apollo Drive, Whippany, New Jersey.

                  All of the properties of the Company are well maintained and
in good condition. The Company believes that these properties are adequate and
suitable for the present needs of the businesses presently conducted therein.

                  The Company has utilized Industrial Development Revenue Bond
("IDRB") financings to finance a substantial portion of the costs of
constructing and equipping (including the initial purchase of cobalt-60) some of
its sterilization facilities. The obligations of the Company under the terms of
the IDRB financings are collateralized by real and personal property (see Note 4
to Notes to Consolidated Financial Statements referred to in Part IV, Item
14(a)1 below). Internally generated funds and sales of common stock have served
as additional sources of funds.



<PAGE>   16


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ITEM 3.  LEGAL PROCEEDINGS.

         Not Applicable.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
         HOLDERS.

         Not applicable.


Executive Officers of the Registrant



<TABLE>
<CAPTION>
                                                                                                 AGE AT
NAME                                              POSITION WITH THE COMPANY                 DECEMBER 31, 1996
---------------------------------      ---------------------------------------------     --------------------

<S>                                                                                                <C>
John Masefield                         Chairman of the Board                                       63

George R. Dietz                        Senior Vice President                                       65

Charles P. Truby                       Executive Vice President and Chief Operating                59
                                       Officer

Thomas J. DeAngelo                     Vice President-Finance and Administration and               42
                                       Chief Financial Officer
</TABLE>

                John Masefield has been Chairman of the Company since its
inception in 1972 and President and Chief Executive Officer of the Company from
its inception in 1972 until August 1995 and from February 1997 until the
present. Since December 1987, Mr. Masefield has also been Chairman of Skyland.
Between 1960 and 1964, Mr. Masefield was the head of irradiator design for
Atomic Energy of Canada Limited. In that capacity, he was responsible for the
design and development of the first commercial gamma irradiation sterilization
facility in North America for the gamma radiation sterilization of medical
devices. He was also responsible for the design, development and operation of
the first commercial food gamma irradiation facility in North America. Mr.
Masefield has been a lecturer on industrial uses of ionizing radiation at McGill
University in Montreal, Canada and Carleton University in Ottawa, Canada, has
authored or co-authored numerous articles and studies on the subject, has been
invited by the International Atomic Energy Agency to lecture on radiation
processing in the Far East for the past several years, is the Convener of the
Working Group on Radiation Sterilization to the International Standards
Organization on Radiation Sterilization, is the leader of the U.S. Delegation to
the International Standards Organization's Technical Committee on Sterilization
Standards, is the present Co-Chairman of the Radiation Sterilization Committee
of the Association for the Advancement of Medical Instrumentation (AAMI) and is
on the



<PAGE>   17


                                                                              17




Board of Directors of AAMI and has participated on various other United States
and Canadian committees that promulgate recommendations and procedures for the
commercial uses of ionizing radiation. Mr. Masefield has a degree in mechanical
engineering.

                George R. Dietz has been an executive officer of the Company
since 1972 and a Vice President of the Company since 1983. He is currently
Senior Vice President of the Company. Mr. Dietz also served as Secretary of the
Company from April 1983 through April 1987. Between 1960 and 1969 Mr. Dietz
served as project manager for the United States Atomic Energy Commission's food
irradiation programs, as the United States Army liaison officer to the United
States Atomic Energy Commission, and as project manager for the design,
construction and operation of the first large scale pilot food gamma irradiation
facility in North America. Between 1967 and 1969 he directed the food
irradiation engineering activities at Brookhaven National Laboratories. Mr.
Dietz has also authored and co-authored numerous articles and studies on
commercial uses of ionizing radiation and has participated on various United
States committees that promulgate recommendations and procedures for the
commercial uses of ionizing radiation and irradiator operational safety.

                  Charles P. Truby, Ph.D. has been Executive Vice President and
Chief Operating Officer since March 1995. Dr. Truby joined the Company from
Sherwood Medical Company where he was Vice-President of Quality Management for
four years. Prior to that, he was employed by Becton Dickinson for 14 years in a
number of quality management positions. Dr. Truby received his Doctorate degree
in bacteriology and biochemistry at the University of Houston and his Masters
degree from Arizona State University.

                  Thomas J. DeAngelo joined the Company in 1982 and has been an
officer of the Company since April 1983. He is currently Vice President-Finance
and Administration, Treasurer and Secretary of the Company. He has been the
Chief Financial Officer of the Company since 1993. Mr. DeAngelo served as
Controller of the Company from April 1983 through April 1987 and as Chief
Operating Officer of the Company from September 1993 to February 1994. Mr.
DeAngelo is a Certified Public Accountant.




<PAGE>   18


                                                                              18




                                     PART II


ITEM 5.         MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
                MATTERS.

                For information concerning this item see page 20 of the Annual
Report to Stockholders for the fiscal year ended December 31, 1996 (the "Annual
Report to Stockholders"), which information is incorporated herein by reference.


ITEM 6.         SELECTED FINANCIAL DATA.

                For information concerning this item see page 2 of the Annual
Report to Stockholders, which information is incorporated herein by reference.


ITEM 7.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS.

                For information concerning this item see pages 4 through 6 of
the Annual Report to Stockholders, which information is incorporated herein by
reference.


ITEM 8.         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                For information concerning this item, see pages 7 through 18 of
the Annual Report to Stockholders and Item 14(a) below, which information is
incorporated herein by reference.


ITEM 9.         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE.

                None.



<PAGE>   19


                                                                              19




                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

                For information concerning this item, see text under the caption
"Election of Directors" in the Proxy Statement dated March 31, 1997 (the "Proxy
Statement"), and "Executive Officers of the Registrant" in Part I hereof, which
information is incorporated herein by reference.


ITEM 11.  EXECUTIVE COMPENSATION.

                For information concerning this item, see text under the
captions "Executive Compensation," "Compensation of Directors," "Employment
Agreements," "Compensation and Stock Option Committee Interlocks and Insider
Participation," "Performance Graph" and "Report of the Compensation and Stock
Option Committee" in the Proxy Statement, which information is incorporated
herein by reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

                For information concerning this item, see text under the
captions "Security Ownership of Certain Beneficial Owners" and "Security
Ownership of Management" in the Proxy Statement, which information is
incorporated herein by reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

                For information concerning this item, see text under the caption
"Certain Relationships and Related Transactions" in the Proxy Statement, which
information is incorporated herein by reference.



<PAGE>   20


                                                                              20




                                     PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

                (a) 1.  Financial Statements:

                The consolidated financial statements of the Company and its
subsidiaries incorporated by reference in this Annual Report on Form 10-K are
listed in the attached Index to Consolidated Financial Statements and Schedules.

                       2.  Financial Statement Schedules:

                The consolidated financial statement schedules of the Company
and its subsidiaries filed in this Annual Report on Form 10-K are listed in the
attached Index to Consolidated Financial Statements and Schedules.

                       3.       Exhibits:

                The exhibits required to be filed as part of this Annual Report
on Form 10-K are listed in the attached Index to Exhibits. Exhibits 10(b),
10(c), 10(d), 10(e), 10(f), 10(g), 10(dd), 10(ee), 10(gg), 10(hh), 10(ii) and
10(jj) are the management contracts and compensatory plans or arrangements
required to be filed as part of this Annual Report on Form 10-K.

                (b) Current Reports on Form 8-K:

                       None



<PAGE>   21


                                                                              21




                                POWER OF ATTORNEY


                The Registrant and each person whose signature appears below
hereby appoint John Masefield and Thomas J. DeAngelo as attorneys-in-fact with
full power of substitution, severally, to execute in the name and on behalf of
the Registrant and each such person, individually and in each capacity stated
below, one or more amendments to this Annual Report on Form 10-K, which
amendments may make such changes in this Report as the attorney-in-fact acting
in the premises deems appropriate and to file any such amendment to this Report
with the Securities and Exchange Commission.

                                   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.


Dated:  March 31, 1997

                                                   ISOMEDIX INC.


                                                   By /s/ John Masefield
                                                      --------------------------
                                                          John Masefield
                                                          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 and on the dates indicated.

Dated:  March 31, 1997                             By /s/ John Masefield
                                                      --------------------------
                                                          John Masefield
                                                          Chairman of the Board,
                                                          President, Chief
                                                          Executive Officer
                                                          and Director



<PAGE>   22


                                                                              22




Dated:  March 31, 1997                           By /s/ Peter Mayer
                                                   ----------------
                                                        Peter Mayer
                                                        Director


Dated:  March 31, 1997                           By /s/ H. Stuart Campbell
                                                   -----------------------------
                                                         H. Stuart Campbell
                                                         Director


Dated:  March 31, 1997                           By /s/ Thomas M. Haythe
                                                   -----------------------------
                                                        Thomas M. Haythe
                                                        Director


Dated:  March 31, 1997                           By /s/ David M. Lank
                                                   -----------------------------
                                                        David M. Lank
                                                        Director


Dated:  March 31, 1997                           By /s/ Thomas J. DeAngelo
                                                   -----------------------------
                                                        Thomas J. DeAngelo
                                                        Vice President-Finance
                                                        and Administration,
                                                        Secretary, Treasurer,
                                                        Principal Accounting
                                                        Officer, Principal
                                                        Financial Officer
                                                        and Director



<PAGE>   23
                                Index to Exhibits


<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----


<S>                                                                                                      <C>
3(a)           Certificate of Incorporation of the Company, as amended (incorporated by                   --
               reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the
               year ended December 31, 1994).

3(b)           By-Laws of the Company, as amended, (incorporated by reference to Exhibit 3(b) to          --
               the Company's Annual Report on Form 10-K for the year ended December 31, 1994).

4(a)           Articles FOURTH, FOURTEENTH, SIXTEENTH, SEVEN-TENTH and EIGHTEENTH of the Certificate      --
               of Incorporation of the Company (incorporated by reference to Exhibit 3(a) to the
               Company's Annual Report on Form 10-K for the year ended December 31, 1994).

4(b)           Articles III, IX, X, XI, XII, XIII, XIV and XVI of the By-Laws of the Company              --
               (incorporated by reference to Exhibit 3(b) to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1994).

4(c)           Specimen certificate representing common stock (incorporated by reference to               --
               Exhibit 4(c) to the Company's Annual Report on Form 10-K for the year ended
               December 31, 1994).

4(d)           Rights Agreement dated as of June 10, 1988 between Isomedix Inc. and Midlantic National    --
               Bank which includes the form of Certificate of Designation setting forth the terms of
               the Series A Preferred Stock, par value $1.00 per share, as Exhibit A, the form of Right
               Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as
               Exhibit C (incorporated by reference to Exhibit 4(k) to the Company's Annual Report
               on Form 10- K for the year ended December 31, 1994).

4(e)           Loan Agreement dated as of March 1, 1989 between Isomedix Operations Inc., a Delaware      --
               corporation, and Spartanburg County, South
</TABLE>


                                       E-1



<PAGE>   24




                           Index to Exhibits (cont'd)

<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----


<S>                                                                                                      <C>
               Carolina, a body politic and corporate and a political subdivision of the State of         --
               South Carolina (incorporated by reference to Exhibit 4(l) to the Company's Annual
               Report on Form 10- K for the year ended December 31, 1994).

4(f)           Trust Indenture dated as of March 1, 1989 between Spartanburg County, South Carolina,      --
               a body politic and corporate and a political subdivision of the State of South Carolina
               and Mellon Bank, N.A., as trustee (incorporated by reference to Exhibit 4(m) to the
               Company's Annual Report on Form 10-K for the year ended December 31, 1994).

10(a)          Lease dated May 27, 1981 between Village of Morton Grove and Isomedix, Inc., a Nevada      --
               corporation (incorporated by reference to Exhibit 10(r) to Registration Statement
               No. 2-83697).

10(b)          Employment Agreement dated as of February 1, 1988 by and between the Company and           --
               John Masefield (incorporated by reference to Exhibit 10(t) to the Company's Annual
               Report on Form 10-K for the year ended December 31, 1992).

10(c)          Employment Agreement dated as of February 1, 1988 by and between the Company and           --
               Thomas J. DeAngelo (incorporated by reference to Exhibit 10(u) to the Company's Annual
               Report on Form 10-K for the year ended December 31, 1992).

10(d)          Employment Agreement dated as of February 1, 1988 by and between the Company and           --
               George R. Dietz (incorporated by reference to Exhibit 10(v) to the Company's Annual
               Report on Form 10-K for the year ended December 31, 1992).

10(e)          Consulting Agreement, effective January 1993, between the Company and Sticco               --
               (incorporated by reference to Exhibit 10(w) to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1992).

10(f)          1982 Stock Option Plan, as amended (incorporated                                           --
</TABLE>


                                       E-2
<PAGE>   25
                           Index to Exhibits (cont'd)
<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----


<S>                                                                                                      <C>
               by reference to Exhibit 10(s) to the Company's Annual Report on Form 10-K for the year     --
               ended December 31, 1994).

10(g)          1992 Stock Option Plan (incorporated by reference to Exhibit 10(y) to the Company's        --
               Annual Report on Form 10-K for the year ended December 31, 1992).

10(h)          Agreement and Plan of Reorganization dated as of September 30, 1987 among the Company,     --
               Isomedix Acquisition Corporation and Skyland (incorporated by reference to
               Exhibit 10(u) to the Company's Annual Report on Form 10-K for the year ended
               December 31, 1994).

10(i)          Loan Agreement dated as of October 1, 1988 between Isomedix Operations Inc., a Delaware    --
               corporation, and City of El Paso Industrial Development Authority, Incorporated,
               a Texas non-profit corporation. (incorporated by reference to Exhibit 10(v) to the
               Company's Annual Report on Form 10-K for the year ended December 31, 1994)

10(j)          Indenture of Trust dated as of October 1, 1988 between City of El Paso Industrial          --
               Development Authority Incorporated, a Texas non-profit corporation, and Mellon Bank,
               N.A., as trustee (incorporated by reference to Exhibit 10(w) to the Company's
               Annual Report on Form 10-K for the year ended December 31, 1994).

10(k)          Reimbursement Agreement dated as of October 1, 1988 by and among the Registrant,           --
               Isomedix Operations Inc., a Delaware corporation, and NCNB National Bank of North
               Carolina (incorporated by reference to Exhibit 10(x) to the Company's Annual Report
               on Form 10-K for the year ended December 31, 1994).

10(l)          Guaranty Agreement dated as of October 1, 1988 by and between the Registrant and NCNB      --
               National Bank of North Carolina, as issuer of the Letter of Credit (incorporated by
               reference to Exhibit 10(y) to the Company's Annual Report on Form 10-K for the year
               ended December 31, 1994).
</TABLE>



                                       E-3



<PAGE>   26
                           Index to Exhibits (cont'd)
<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----


<S>                                                                                                      <C>
10(m)          Guaranty Agreement dated as of October 1, 1988 by and between the Registrant and           --
               Mellon Bank, N.A., as trustee under the Indenture (incorporated by reference to
               Exhibit 10(z) to the Company's Annual Report on Form 10-K for the year ended
               December 31, 1994).

10(n)          Guaranty Agreement dated as of October 1, 1988 by and between Isomedix Investments,        --
               Inc., a Delaware corporation, and NCNB National Bank of North Carolina, as issuer of
               the Letter of Credit (incorporated by reference to Exhibit 10(aa) to the Company's
               Annual Report on Form 10-K for the year ended December 31, 1994).

10(o)          Guaranty Agreement dated as of October 1, 1988 by and between Isomedix Investments, Inc.,  --
               a Delaware corporation, and Mellon Bank, N.A., as trustee under the Indenture
               (incorporated by reference to Exhibit 10(bb) to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1994).

10(p)          Guaranty Agreement dated as of October 1, 1988 by and between Isomedix Management, Inc.,   --
               a New Jersey corporation, and NCNB National Bank of North Carolina, as issuer of the
               Letter of Credit (incorporated by reference to Exhibit 10(cc) to the Company's Annual
               Report on Form 10-K for the year ended December 31, 1994).

10(q)          Guaranty Agreement dated as of October 1, 1988 by and between Isomedix Management, Inc.,   --
               a New Jersey corporation and Mellon Bank, N.A., as trustee under the Indenture
               (incorporated by reference to Exhibit 10(dd) to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1994).

10(r)          Remarketing Agreement dated as of October 1, 1988 between Isomedix Operations Inc.,        --
               a Delaware corporation, City of El Paso Industrial Development Authority, Incorporated,
               a Texas non-profit corporation, and NCNB National Bank of North Carolina (incorporated
               by reference to Exhibit 10(ee) to the Company's Annual Report on Form 10-K for the
               year ended December 31, 1994).
</TABLE>


                                       E-4



<PAGE>   27
                           Index to Exhibits (cont'd)

<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----


<S>                                                                                                      <C>
10(s)          Placement Agreement dated as of October 1, 1988 among City of El Paso Industrial           --
               Development Authority, Incorporated, NCNB National Bank of North Carolina,
               as Placement Agent, and Isomedix Operations Inc (incorporated by reference to
               Exhibit 10(ff) to the Company's Annual Report on Form 10-K for the year ended
               December 31, 1994).

10(t)          Deed of Trust, Security Agreement and Assignment of Rents dated as of October 1, 1988      --
               by and among Isomedix Operations Inc., a Delaware corporation, Mark E. Mendel, Mellon
               Bank, N.A. and NCNB National Bank of North Carolina (incorporated by reference to
               Exhibit 10(gg) to the Company's Annual Report on Form 10-K for the year ended
               December 31, 1994).

10(u)          Reimbursement Agreement dated as of March 1, 1989 by and among the Company, Isomedix       --
               Operations Inc., a Delaware corporation, and NCNB National Bank of North Carolina
               (incorporated by reference to Exhibit 10(hh) to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1994).

10(v)          Guaranty Agreement dated as of March 1, 1989 by and between the Company and NCNB           --
               National Bank of North Carolina, as issuer of the Letter of Credit (incorporated by
               reference to Exhibit 10(ii) to the Company's Annual Report on Form 10-K for the year
               ended December 31, 1994).

10(w)          Guaranty Agreement dated as of March 1, 1989 by and between the Company and Mellon Bank,   --
               N.A., as trustee under the Indenture (incorporated by reference to Exhibit 10(jj) to
               the Company's Annual Report on Form 10-K for the year ended December 31, 1994).

10(x)          Guaranty Agreement dated as of March 1, 1989 by and between Isomedix Investments, Inc.,    --
               a Delaware corporation, and NCNB National Bank of North Carolina, as issuer of the
               Letter of Credit (incorporated by reference to Exhibit 10(kk) to the Company's
               Annual Report on Form 10-K for the year ended December 31, 1994).
</TABLE>



                                       E-5



<PAGE>   28
                           Index to Exhibits (cont'd)
<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----


<S>                                                                                                      <C>
10(y)          Guaranty Agreement dated as of March 1, 1989 by and between Isomedix Investments, Inc.,    --
               a Delaware corporation, and Mellon Bank N.A., as trustee under the Indenture
               (incorporated by reference to Exhibit 10(ll) to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1994).

10(z)          Guaranty Agreement dated as of March 1, 1989 by and between Isomedix Management, Inc.,     --
               a Delaware corporation, and NCNB National Bank of North Carolina, as issuer of the
               Letter of Credit (incorporated by reference to Exhibit 10(mm) to the Company's Annual
               Report on Form 10-K for the year ended December 31, 1994).

10(aa)         Guaranty Agreement dated as of March 1, 1989 by and between Isomedix Management, Inc.,     --
               a Delaware corporation, and Mellon Bank, N.A., as trustee under the Indenture
               (incorporated by reference to Exhibit 10(nn) to the Company's Annual Report on Form 10-K
               for the year ended December 31, 1994).

10(bb)         Placement and Remarketing Agreement dated as of March 1, 1989 between Isomedix Operations  --
               Inc., a Delaware corporation, Spartanburg County, South Carolina, a body politic and
               corporate and an instrumentality of the State of South Carolina, and NCNB National Bank
               of North Carolina as Placement Agent and Remarketing Agent (incorporated by reference to
               Exhibit 10(oo) to the Company's Annual Report on Form 10-K for the year ended
               December 31, 1994).

10(cc)         Mortgage, Security Agreement and Assignment of Rents dated as of March 1, 1989 by and      --
               among Isomedix Operations Inc., a Delaware corporation, Spartanburg County, South
               Carolina, a body politic and corporate and an instrumentality of the State of South
               Carolina, Mellon Bank, N.A. and NCNB National Bank of North Carolina (incorporated by
               reference to Exhibit 10(pp) to the Company's Annual Report on Form 10-K for the year
               ended December 31, 1994).
</TABLE>



                                       E-6



<PAGE>   29
                           Index to Exhibits (cont'd)

<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----


<S>                                                                                                      <C>
10(dd)         1992 Supplemental Stock Option Plan (incorporated by reference to Exhibit 10(vv) to        --
               the Company's Annual Report on Form 10-K for the year ended December 31, 1993).

10(ee)         Special Bonus Plan for Directors and Senior Officers (incorporated by reference to         --
               Exhibit 10(ww) to the Company's Annual Report on Form 10-K for the year ended
               December 31, 1993).

10(ff)         New York Stock Exchange, Inc. Listing Agreement (incorporated by reference to              --
               Exhibit 10(ss) to the Company's Annual Report on Form 10-K for the year ended
               December 31, 1994).

10(gg)         Employment Agreement dated as of March 27, 1995 by and between the Company and             --
               Charles P. Truby (incorporated by reference to Exhibit 10(tt) to the Company's Annual
               Report on Form 10-K for the year ended December 31, 1995).

10(hh)         Employment Agreement dated as of May 16, 1995 by and between the Company and John          --
               Masefield (incorporated by reference to Exhibit 10(uu) to the Company's Annual Report
               on Form 10-K for the year ended December 31, 1995).

10(ii)         Employment Agreement dated as of August 21, 1995 by and between the Company and
               Peter Mayer (incorporated by reference to Exhibit 10(vv) to the Company's Annual Report    --
               on Form 10-K for the year ended December 31, 1995).

10(jj)         1996 Long-Term Incentive Plan (incorporated by reference to Exhibit A to the Company's     --
               Proxy Statement dated March 29, 1996).

11             Statement re: computation of earnings per share for the years ended December 31, 1996,     --
               1995 and 1994.

13             Annual Report to Stockholders for the fiscal year ended December 31, 1996.                 --

21             Subsidiaries of the Company.                                                               --

23             Consent of Coopers & Lybrand L.L.P.                                                        --
</TABLE>



                                       E-7
<PAGE>   30
                           Index to Exhibits (cont'd)
<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----


<S>                                                                                                      <C>
24             Power of Attorney (see "Power of Attorney" in Form 10-K).                                  --

27             Financial Data Schedule.                                                                   --
</TABLE>


                                       E-8
<PAGE>   31
                                  ISOMEDIX INC.

            Index to Consolidated Financial Statements and Schedules


<TABLE>
<CAPTION>
                                                                                                             Page Number
                                                                                                 -----------------------------------
                                                                                                   In Annual
                                                                                                   Report to                Included
                                                                                                 Stockholders                Herein
                                                                                                 ------------                ------

Financial Statements:

The following consolidated financial statements and notes, together with the
Report of Independent Accountants, included in the Company's Annual Report to
Stockholders for the fiscal year ended December 31, 1996, are incorporated
herein by reference:

<S>                                                                                                  <C>                      <C>
Consolidated Balance Sheets -- December 31, 1996 and 1995                                              7                       --

Consolidated Statements of Income -- Years Ended December 31, 1996, 1995 and 1994                      8                       --

Consolidated Statements of Changes in Stockholders' Equity -- Years Ended December 31,                 9                       --
1996, 1995 and 1994

Consolidated Statements of Cash Flows -- Years Ended December 31, 1996, 1995 and 1994                 10                       --

Notes to Consolidated Financial Statements                                                            11                       --

Report of Independent Accountants                                                                     19                       --

Financial Statement Schedules:

Report of Independent Accountants                                                                     --                       F-1

II -  Valuation and Qualifying Accounts                                                               --                       F-2
</TABLE>


All other schedules (Nos. I, III and IV) have been omitted because they are
inapplicable or the information is provided in the consolidated financial
statements, including the notes thereto.
<PAGE>   32
[COOPERS & LYBRAND LETTERHEAD]



                        REPORT OF INDEPENDENT ACCOUNTANTS

                                      -----

To the Stockholders and
  Board of Directors of Isomedix Inc.

Our report on the consolidated financial statements of Isomedix Inc. and
Subsidiaries has been incorporated by reference in this Form 10-K from Page 19
of the 1996 Annual Report to Shareholders of Isomedix Inc. and Subsidiaries. In
connection with our audits of such financial statements, we have also audited
the related financial statement schedule listed in the Index to Consolidated
Financial Statements and Schedules of this Form 10-K.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.

                                                    /s/ Coopers & Lybrand L.L.P.

Parsippany, New Jersey
February 11, 1997, except
for Note 20 for which the
date is March 19, 1997.







<PAGE>   33
                                   SCHEDULE II



                         ISOMEDIX INC. and SUBSIDIARIES

                        VALUATION and QUALIFYING ACCOUNTS

              for the years ended December 31, 1996, 1995 and 1994





<TABLE>
<CAPTION>
                Col. A                   Col. B                   Col. C                         Col. D                    Col. E
                ------                   ------                   ------                         ------                    ------

             Description                                         Additions
             -----------                                         ---------

   Allowance for Doubtful Accounts     Balance at     Charged to          Charged to                                     Balance at
            Deducted from              Beginning       Costs and             Other                                         End of
         Accounts Receivable           of Period       Expenses            Accounts           Deductions(1)                Period
         -------------------           ---------       --------            --------           -------------                ------

                <S>                    <C>            <C>                 <C>                <C>                         <C>
                 1996                   $350,000       $562,179                                 $522,179                  $390,000
                 ----

                 1995                   $350,000       $245,523                                 $245,523                  $350,000
                 ----

                 1994                   $250,000       $120,565                                 $ 20,565                  $350,000
                 ----
</TABLE>




----------
(1)  Write-off of uncollectible accounts receivable.

                                       F-2