SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549
              ----------------------------------------------------

                                    FORM 10-Q

(mark one)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the Quarter Ended April 3, 1999

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

                         Commission File Number 1-13975

                                ONIX SYSTEMS INC.
             (Exact name of Registrant as specified in its charter)

Delaware                                                       76-0546330
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
 incorporation or organization) 

22001 North Park Drive
Kingwood, Texas                                                77339-3804
(Address of principal executive offices)                       (Zip Code)

       Registrant's telephone number, including area code: (781) 622-1000

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 such filing
requirements for the past 90 days. Yes [ X ] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.

             Class                         Outstanding at April 30, 1999
    Common Stock, $.01 par value                       14,357,524

<PAGE>
<TABLE>
<CAPTION>


PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements
                                                    
                                ONIX SYSTEMS INC.

                           Consolidated Balance Sheet
                                   (Unaudited)

                                     Assets
<S>                                                                                 <C>        <C>    

                                                                                      April 3, January 2,
(In thousands)                                                                            1999       1999
----------------------------------------------------------------------------------- ----------- ---------

Current Assets:
 Cash and cash equivalents (includes $29,954 and $30,743 under                        $ 33,392    $33,373
   repurchase agreements with affiliated company)
 Accounts receivable, less allowances of $1,955 and $1,941                              34,147     34,476
 Inventories:
   Raw materials and supplies                                                           14,823     13,928
   Work in process                                                                      10,787     11,596
   Finished goods                                                                        4,374      6,476
 Deferred tax asset                                                                      4,762      4,772
 Prepaid expenses and other current assets                                               1,644      1,241
                                                                                      --------   --------

                                                                                       103,929    105,862
                                                                                      --------   --------

Property, Plant, and Equipment, at Cost                                                 17,747     17,566
 Less:  Accumulated depreciation and amortization                                        8,065      7,430
                                                                                      --------   --------

                                                                                         9,682     10,136
                                                                                      --------   --------

Other Assets                                                                               317        302
                                                                                      --------   --------

Cost in Excess of Net Assets of Acquired Companies                                      63,505     64,278
                                                                                      --------   --------

                                                                                      $177,433   $180,578
                                                                                      ========   ========

                                       2
<PAGE>


                                ONIX SYSTEMS INC.
                     Consolidated Balance Sheet (continued)
                                   (Unaudited)

                    Liabilities and Shareholders' Investment

                                                                                      April 3, January 2,
(In thousands except share amounts)                                                       1999       1999
----------------------------------------------------------------------------------- ----------- ----------

Current Liabilities:
 Borrowings under overdraft facility                                                  $  2,050    $ 1,017
 Accounts payable                                                                        8,077      9,408
 Accrued payroll and employee benefits                                                   4,529      3,981
 Accrued installation and warranty costs                                                 1,258      1,294
 Accrued income taxes                                                                    1,540      1,262
 Deferred revenue                                                                        1,654      5,429
 Other accrued expenses                                                                  6,989      7,347
 Due to parent company and affiliated companies                                          1,372      1,281
                                                                                      --------   --------

                                                                                        27,469     31,019
                                                                                      --------   --------

Deferred Income Taxes                                                                    2,837      2,837
                                                                                      --------   --------

Other Deferred Items                                                                       172        175
                                                                                      --------   --------

Shareholders' Investment:
 Common stock, $.01 par value, 50,000,000 shares authorized;                               156        156
   15,613,307 and 15,606,307 shares issued
 Capital in excess of par value                                                        144,800    144,752
 Retained earnings                                                                      12,380     11,150
 Treasury stock at cost, 1,255,783 shares                                               (9,995)    (9,995)
 Deferred compensation                                                                     (45)         -
 Accumulated other comprehensive items (Note 2)                                           (341)       484
                                                                                      --------   --------

                                                                                       146,955    146,547
                                                                                      --------   --------

                                                                                      $177,433   $180,578
                                                                                      ========   ========















The accompanying notes are an integral part of these consolidated financial
statements.

                                       3
<PAGE>

                                ONIX SYSTEMS INC.

                        Consolidated Statement of Income
                                   (Unaudited)

                                                                                       Three Months Ended
                                                                                      April 3,    April 4,
(In thousands except per share amounts)                                                   1999       1998
----------------------------------------------------------------------------------- ----------- ----------

Revenues                                                                               $34,019    $37,144
                                                                                       -------    -------

Costs and Operating Expenses:
 Cost of revenues                                                                       21,839     21,624
 Selling, general, and administrative expenses                                           8,366      9,633
 Research and development expenses                                                       2,229      2,177
 Restructuring costs                                                                       (27)         -
                                                                                       -------    -------

                                                                                        32,407     33,434
                                                                                       -------    -------

Operating Income                                                                         1,612      3,710

Interest Income                                                                            405        259
Interest Expense (includes $117 in 1998 to related party)                                  (20)      (261)
Other Income                                                                                20          -
                                                                                       -------    -------

Income Before Provision for Income Taxes                                                 2,017      3,708
Provision for Income Taxes                                                                 787      1,491
                                                                                       -------    -------

Net Income                                                                             $ 1,230    $ 2,217
                                                                                       =======    =======

Basic and Diluted Earnings per Share (Note 3)                                          $   .09    $   .18
                                                                                       =======    =======

Weighted Average Shares (Note 3):
 Basic                                                                                  14,355     12,524
                                                                                       =======    =======

 Diluted                                                                                14,355     12,530
                                                                                       =======    =======

















The accompanying notes are an integral part of these consolidated financial
statements.

                                       4
<PAGE>

                                ONIX SYSTEMS INC.

                      Consolidated Statement of Cash Flows
                                   (Unaudited)

                                                                                       Three Months Ended
                                                                                      April 3,   April 4,
(In thousands)                                                                            1999       1998
----------------------------------------------------------------------------------- ----------- ----------

Operating Activities:
 Net income                                                                           $  1,230   $  2,217
 Adjustment to reconcile net income to net cash provided by (used in)
   operating activities:
     Depreciation and amortization                                                       1,140      1,036
     Provision for losses on accounts receivable                                            51         65
     Other noncash items                                                                     9         (7)
     Changes in current accounts:
       Accounts receivable                                                                  48         (7)
       Inventories                                                                       1,271     (2,404)
       Other current assets                                                                 33       (665)
       Accounts payable                                                                 (1,081)      (924)
       Other current liabilities                                                        (3,229)       717
                                                                                      --------   --------

        Net cash provided by (used in) operating activities                               (528)        28
                                                                                      --------   --------

Investing Activities:
 Payment to affiliated company for acquired business                                         -    (19,117)
 Refund of acquisition purchase price                                                        -        424
 Purchases of property, plant, and equipment                                              (309)      (406)
 Other                                                                                     (27)        13
                                                                                      --------   --------

        Net cash used in investing activities                                             (336)   (19,086)
                                                                                      --------   --------

Financing Activities:
 Increase in borrowings under overdraft facility                                         1,033          -
 Net proceeds from issuance of Company common stock                                          -     43,189
 Issuance of note payable to parent company                                                  -     12,000
                                                                                      --------   --------

        Net cash provided by financing activities                                        1,033     55,189
                                                                                      --------   --------

Exchange Rate Effect on Cash                                                              (150)         -
                                                                                      --------   --------

Increase in Cash and Cash Equivalents                                                       19     36,131
Cash and Cash Equivalents at Beginning of Period                                        33,373     24,960
                                                                                      --------   --------

Cash and Cash Equivalents at End of Period                                            $ 33,392   $ 61,091
                                                                                      ========   ========







The accompanying notes are an integral part of these consolidated financial
statements.

                                       5
<PAGE>

                   Notes to Consolidated Financial Statements

1.    General

      The interim consolidated financial statements presented have been prepared
by ONIX Systems Inc. (the Company) without audit and, in the opinion of
management, reflect all adjustments of a normal recurring nature necessary for a
fair statement of the financial position at April 3, 1999, and the results of
operations and cash flows for the three-month periods ended April 3, 1999, and
April 4, 1998. Interim results are not necessarily indicative of results for a
full year.

      The consolidated balance sheet presented as of January 2, 1999, has been
derived from the consolidated financial statements that have been audited by the
Company's independent public accountants. The consolidated financial statements
and notes are presented as permitted by Form 10-Q and do not contain certain
information included in the annual financial statements and notes of the
Company. The consolidated financial statements and notes included herein should
be read in conjunction with the financial statements and notes included in the
Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1999,
filed with the Securities and Exchange Commission.

2.    Comprehensive Income

      Comprehensive income combines net income and "other comprehensive items,"
which represents foreign currency translation adjustments, reported as a
component of shareholders' investment in the accompanying balance sheet. During
the first quarter of 1999 and 1998, the Company's comprehensive income totaled
$405,000 and $2,460,000, respectively.

3.    Earnings per Share

      Basic and diluted earnings per share were calculated as follows:

                                                                                      Three Months Ended
                                                                                      April 3,   April 4,
(In thousands except per share amounts)                                                   1999       1998
----------------------------------------------------------------------------------- ----------- ---------

Basic
Net Income                                                                             $ 1,230     $2,217
                                                                                       -------     ------

Weighted Average Shares                                                                 14,355     12,524
                                                                                       -------     ------

Basic Earnings per Share                                                               $   .09     $  .18
                                                                                       =======     ======

Diluted
Net Income                                                                             $ 1,230     $2,217
                                                                                       -------     ------

Weighted Average Shares                                                                 14,355     12,524
Effect of Stock Options                                                                      -          6
                                                                                       -------     ------

Weighted Average Shares, as Adjusted                                                    14,355     12,530
                                                                                       -------     ------

Diluted Earnings per Share                                                             $   .09     $  .18
                                                                                       =======     ======

      The computation of diluted earnings per share for each period excludes the
effect of assuming the exercise of certain outstanding stock options because the
effect would be antidilutive. As of April 3, 1999, there were 694,893 of such
options outstanding, with exercise prices ranging from $6.93 to $14.25 per
share.

                                       6
<PAGE>


4.     Business Segment Information

                                                                                       Three Months Ended
                                                                                      April 3,   April 4,
(In thousands)                                                                            1999       1998
----------------------------------------------------------------------------------- ----------- ----------

Revenues:
 Measurement Instruments                                                               $21,558    $28,668
 Industry-specific Systems                                                              12,461      8,476
                                                                                       -------    -------

                                                                                       $34,019    $37,144
                                                                                       =======    =======

Income Before Provision for Income Taxes:
 Measurement Instruments                                                               $   830     $3,416
 Industry-specific Systems                                                               1,383        976
 Corporate (a)                                                                            (601)      (682)
                                                                                       -------    -------

 Total operating income                                                                  1,612      3,710
 Interest and other income (expense), net                                                  405         (2)
                                                                                       -------    -------

                                                                                       $ 2,017     $3,708
                                                                                       =======    =======

(a)  Primarily general and administrative expenses.
</TABLE>

5.     Accrued Acquisition Expenses

      The Company has undertaken restructuring activities at certain acquired
businesses. The Company's restructuring activities, which were accounted for in
accordance with Emerging Issues Task Force Pronouncement (EITF) 95-3, primarily
have included reductions in staffing levels and the abandonment of excess
facilities. In connection with these restructuring activities, as part of the
cost of acquisitions, the Company established reserves, primarily for severance
and excess facilities. In accordance with EITF 95-3, the Company finalizes its
restructuring plans no later than one year from the respective dates of the
acquisitions. Unresolved matters at April 3, 1999, included completion of
planned severances and abandonment of excess facilities for an acquisition
completed in July 1998. A summary of the changes in accrued acquisition
expenses, which are included in other accrued expenses in the accompanying
balance sheet, is:
<TABLE>
<CAPTION>

                                                                                Abandonment
                                                                                  of Excess
(In thousands)                                                      Severance    Facilities          Total
--------------------------------------------------------------- -------------- ------------- --------------

<S>                                                             <C>            <C>           <C>   
Balance at January 2, 1999                                             $  171         $ 170         $  341
 Usage                                                                    (70)          (97)          (167)
                                                                       ------         -----         ------

Balance at April 3, 1999                                               $  101         $  73         $  174
                                                                       ======         =====         ======

6.     Restructuring Costs

      During 1998, the Company recorded restructuring costs, which were
accounted for in accordance with EITF 94-3, primarily for severance of
approximately 90 employees and abandonment of facilities. As of January 2, 1999,
the Company had terminated 46 employees and had a remaining liability of
$435,000 accrued for severance and facility-closing costs relating to these
activities. During the first quarter of 1999, the Company terminated 25
employees and expended $183,000 for severance and $42,000 for facility-closing
costs. As of April 3, 1999, the remaining liability for severance and
facility-closing costs of $179,000, as adjusted for the impact of foreign
currency translation, is included in other accrued expenses in the accompanying
1999 balance sheet. The Company expects to complete the implementation of its
restructuring plan during the second quarter of 1999.

                                       7
<PAGE>


Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

      Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this Management's
Discussion and Analysis of Financial Condition and Results of Operations. For
this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words "believes," "anticipates," "plans," "expects," "seeks,"
"estimates," and similar expressions are intended to identify forward-looking
statements. There are a number of important factors that could cause the results
of the Company to differ materially from those indicated by such forward-looking
statements, including those detailed under the heading "Forward-looking
Statements" in Exhibit 13 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 2, 1999, filed with the Securities and Exchange
Commission.

Overview

      The Company designs, develops, markets, and services sophisticated field
measurement instruments and on-line sensors for the process control industry.
Incorporating advanced measurement technologies, the Company's products provide
real-time data collection, analysis, and local control functions to enhance
production efficiency, improve process and quality control, ensure regulatory
compliance, and increase employee safety in industries where production
processes require continuous monitoring, analysis, and measurement. The
Company's products and services are offered through two segments: Measurement
Instruments, which serve the process analysis and measurement needs of a range
of process industries, and Industry-specific Systems, which are developed to
meet the specific process measurement and analysis needs of select industries,
principally oil and gas producers.

      An element of the Company's strategy is to supplement its internal growth
with the acquisition of businesses with complementary products and technologies.
The Company has completed several such acquisitions, including the Mid-South
Companies in July 1998.

      The Company's products are sold primarily to participants in process
industries, including oil and gas producers, processors, refiners, pipelines,
distributors, and chemical and petrochemical companies, as well as water and
wastewater, iron and steel, semiconductor, minerals and mining, and pulp and
paper companies. In 1998, customers in the oil and gas industries accounted for
approximately 67% of the Company's total revenues, with such revenues derived
from both the production and the refining and petrochemical sectors of the
industry. Demand for the Company's products and services within the oil and gas
industry is dependent upon the level of capital spending by oil and gas
companies for production and distribution. This in turn is affected by current
and anticipated oil and gas prices; the discovery rate of new oil and gas
reserves; political, regulatory, and economic conditions; and the ability of oil
and gas companies to obtain capital. Energy prices declined precipitously in
1998. The resulting decrease in oil and gas activities adversely affected the
Company's results in 1998 and the first quarter of 1999, and is expected to
continue to have a material adverse effect on the Company's near-term results of
operations.

      Sales originating outside of the United States and export revenues from
the United States accounted for approximately 17% and 27%, respectively, of
total revenues in 1998. Export sales in 1998 were made primarily to the United
Kingdom, Mexico, and the Middle East. During 1998, exports from the Company's
U.S. and foreign operations to Asia were approximately 5% of total revenues.
Asia is experiencing a severe economic crisis, which has been characterized by
sharply reduced economic activity and liquidity, highly volatile
foreign-currency-exchange and interest rates, and unstable stock markets.
Although the Company's export sales to Asia were not materially affected in 1998
or the first quarter of 1999, future sales could be adversely affected by the
unstable economic conditions there. Although the Company seeks to charge its
customers in the same currency as its operating costs, the Company's financial
performance and competitive position can be affected by currency exchange rate
fluctuations affecting the relationship between the U.S. dollar and foreign
currencies.

                                       8
<PAGE>


Results of Operations

First Quarter 1999 Compared With First Quarter 1998

      Revenues decreased to $34.0 million in the first quarter of 1999 from
$37.1 million in the first quarter of 1998. Revenues from the Measurement
Instruments segment decreased $7.1 million, primarily due to the effect of
companies in the process control industry reducing discretionary capital
spending due to difficult market conditions. In particular, market conditions in
the petrochemical, oil and gas, and mining sectors resulted in lower revenues in
the Company's level and density business. Revenues in the Industry-specific
Systems segment increased $4.0 million primarily due to the inclusion of
revenues of $3.1 million from the Mid-South Companies, acquired in July 1998.

      The gross profit margin decreased to 36% in the first quarter of 1999 from
42% in the first quarter of 1998, primarily due to the Industry-specific Systems
segment's inclusion of lower-margin revenues at the Mid-South Companies and, to
a lesser extent, excess capacity in the level and density business in the
Measurement Instruments segment.

      Selling, general, and administrative expenses as a percentage of revenues
decreased to 25% in the first quarter of 1999 from 26% in the first quarter of
1998, primarily due to the Industry-specific System segment's inclusion of lower
selling, general, and administrative expenses as a percentage of revenues at the
Mid-South Companies and, to a lesser extent, cost reductions at the segment.

      Research and development expenses remained relatively unchanged at $2.2
million in the first quarter of 1999 and 1998.

      Interest income increased to $0.4 million in the first quarter of 1999
from $0.3 million in the first quarter of 1998, due to higher invested cash
balances following the Company's March 1998 initial public offering, offset in
part by the use of a portion of the proceeds for the acquisition of the
Mid-South Companies. Interest expense decreased in 1999, primarily due to the
repayment of indebtedness in April 1998 related to the acquisition of the Peek
Measurement Business.

      The effective tax rate was 39% in the first quarter of 1999, compared with
40% in the first quarter of 1998. The effective tax rates exceeded the statutory
federal income tax rate primarily due to the impact of state income taxes and
nondeductible amortization of cost in excess of net assets of acquired
companies.

Liquidity and Capital Resources

      Consolidated working capital was $76.5 million as of April 3, 1999,
compared with $74.8 million as of January 2, 1999. Included in working capital
are cash and cash equivalents of $33.4 million as of April 3, 1999, which is
unchanged from January 2, 1999.

      During the first quarter of 1999, the Company's operating activities used
$0.5 million of cash. Cash of $4.3 million was used to fund a decrease in
accounts payable and other current liabilities, consisting primarily of a $3.8
million decrease in deferred revenue due to the Industry-specific Systems
segment's shipments of products for which advance payments had been received in
the fourth quarter of 1998. Cash of $1.3 million was provided by reductions in
inventories, primarily as a result of lower purchases in response to reduced
demand.

      The Company's investing activities used $0.3 million of cash during the
first quarter of 1999, which consisted primarily of capital expenditures for
purchases of property, plant, and equipment. The Company expects to expend
approximately $3.0 million for capital expenditures during the remainder of
1999.

      The Company's financing activities provided $1.0 million of cash during
the first quarter of 1999, which consisted primarily of an increase in
short-term borrowings.

      Although the Company generally expects to have positive cash flow from its
existing operations, the Company anticipates it will require significant amounts
of cash for the possible acquisition of complementary businesses and
technologies. The Company expects that it will finance these acquisitions
through a combination of internal funds

                                       9
<PAGE>


Liquidity and Capital Resources (continued)

and/or short-term borrowings from Thermo Instrument Systems Inc. or Thermo
Electron Corporation, although there is no agreement with these companies to
ensure that funds will be available on acceptable terms or at all. The Company
believes that its existing resources are sufficient to meet the capital
requirements of its existing businesses for the foreseeable future.

Year 2000

      The following information constitutes a "Year 2000 Readiness Disclosure"
under the Year 2000 Information and Readiness Disclosure Act. The Company
continues to assess the potential impact of the year 2000 date recognition issue
on the Company's internal business systems, products, and operations. The
Company's year 2000 initiatives include (i) testing and upgrading significant
information technology systems and facilities; (ii) testing and developing
upgrades, if necessary, for the Company's current products and certain
discontinued products; (iii) assessing the year 2000 readiness of its key
suppliers and vendors; and (iv) developing a contingency plan.

The Company's State of Readiness

      The Company has implemented a compliance program to ensure that its
critical information technology systems and facilities will be ready for the
year 2000. The first phase of the program, testing and evaluating the Company's
critical information technology systems and facilities for year 2000 compliance,
has largely been completed. During phase one, the Company tested and evaluated
its significant computer systems, software applications, and related equipment
for year 2000 compliance. The Company also evaluated the potential year 2000
impact on its critical facilities. The Company's efforts included testing the
year 2000 readiness of its manufacturing, utility, and telecommunications
systems at its critical facilities. The Company is currently in phase two of its
program, during which any material noncompliant systems or facilities that were
identified during phase one are prioritized and remediated. Based on its
evaluations of its critical facilities, the Company does not believe any
material upgrades or modifications are required. The Company is currently
upgrading or replacing its material noncompliant information technology systems,
and this process was approximately 70% complete as of April 3, 1999. In many
cases, such upgrades or replacements are being made in the ordinary course of
business, without accelerating previously scheduled upgrades or replacements.
The Company expects that all of its material information technology systems and
critical facilities will be year 2000 compliant by September 1999.

      The Company has also implemented a compliance program to test and evaluate
the year 2000 readiness of the material products that it currently manufactures
and sells. The Company believes that all of such material products are year 2000
compliant. However, as many of the Company's products are complex, interact with
or incorporate third-party products, and operate on computer systems that are
not under the Company's control, there can be no assurance that the Company has
identified all of the year 2000 problems with its current products. The Company
believes that certain of its older products, which it no longer manufactures or
sells, may not be year 2000 compliant. The Company is continuing to test and
evaluate such products. The Company is focusing its efforts on products that are
still under warranty and/or are early in their expected life. The Company is
offering upgrades and/or identifying potential solutions where reasonably
practicable.

      The Company is in the process of identifying and assessing the year 2000
readiness of key suppliers and vendors that are believed to be significant to
the Company's business operations. As part of this effort, the Company has
developed and is distributing questionnaires relating to year 2000 compliance to
its significant suppliers and vendors. To date, no significant supplier or
vendor has indicated that it believes its business operations will be materially
disrupted by the year 2000 issue. The Company is now following-up with its
significant suppliers and vendors that have not responded to the Company's
questionnaires. The Company has not completed its assessment of third-party
risk, but expects to be substantially completed by September 1999.

                                       10
<PAGE>

Year 2000 (continued)

Contingency Plan

      The Company is developing a contingency plan that will allow its primary
business operations to continue despite disruptions due to year 2000 problems.
This plan may include identifying and securing other suppliers, increasing
inventories, and modifying production facilities and schedules. As the Company
continues to evaluate the year 2000 readiness of its business systems and
facilities, products, and significant suppliers and vendors, it will modify and
adjust its contingency plan as may be required.

Estimated Costs to Address the Company's Year 2000 Issues

      To date, costs incurred in connection with the year 2000 issue have not
been material. The Company does not expect total year 2000 remediation costs to
be material, but there can be no assurance that the Company will not encounter
unexpected costs or delays in achieving year 2000 compliance. Year 2000 costs
are funded from working capital. All internal costs and related external costs,
other than capital additions, related to year 2000 remediation have been and
will continue to be expensed as incurred. The Company does not track internal
costs incurred for its year 2000 compliance project. Such costs are principally
the related payroll costs for its information systems group.

Reasonably Likely Worst Case Scenario

      At this point in time, the Company is not able to determine the most
reasonably likely worst case scenario to result from the year 2000 issue. One
possible worst case scenario would be that certain of the Company's material
suppliers or vendors experience business disruptions due to the year 2000 issue
and are unable to provide materials and services to the Company on time. The
Company's operations could be delayed or temporarily shut down, and it could be
unable to meet its obligations to customers in a timely fashion. The Company's
business, operations, and financial condition could be adversely affected in
amounts that cannot be reasonably estimated at this time. If the Company
believes that any of its key suppliers or vendors may not be year 2000
compliant, it will seek to identify and secure other suppliers or vendors as
part of its contingency plan.

Risks of the Company's Year 2000 Issues

      While the Company is attempting to minimize any negative consequences
arising from the year 2000 issue, there can be no assurance that year 2000
problems will not have a material adverse impact on the Company's business,
operations, or financial condition. While the Company expects that upgrades to
its internal business systems will be completed in a timely fashion, there can
be no assurance that the Company will not encounter unexpected costs or delays.
Despite its efforts to ensure that its material current products are year 2000
compliant, the Company may see an increase in warranty and other claims,
especially those related to Company products that incorporate, or operate using,
third-party software or hardware. In addition, certain of the Company's older
products, which it no longer manufactures or sells, may not be year 2000
compliant, which may expose the Company to claims. As discussed above, if any of
the Company's material suppliers or vendors experience business disruptions due
to year 2000 issues, the Company might also be materially adversely affected. If
any countries in which the Company operates experience significant year 2000
disruption, the Company could also be materially adversely impacted. There is
expected to be a significant amount of litigation relating to the year 2000
issue and there can be no assurance that the Company will not incur material
costs in defending or bringing lawsuits. In addition, if any year 2000 issues
are identified, there can be no assurance that the Company will be able to
retain qualified personnel to remedy such issues. Any unexpected costs or delays
arising from the year 2000 issue could have a material adverse impact on the
Company's business, operations, and financial condition in amounts that cannot
be reasonably estimated at this time.

Item 3 - Quantitative and Qualitative Disclosure About Market Risk

      The Company's exposure to market risk from changes in foreign currency
exchange rates has not changed materially from year-end 1998.

                                       11
<PAGE>

PART II - OTHER INFORMATION

Item 2 - Changes in Securities and Use of Proceeds

(d)   Use of Proceeds

      The Company sold 3,300,000 shares of common stock, par value $.01 per
share, pursuant to a Registration Statement on Form S-1 (File No. 333-45333),
which was declared effective by the Securities and Exchange Commission on March
24, 1998. The managing underwriters of the offering were Donaldson, Lufkin &
Jenrette Securities Corporation, Lazard Freres & Co. LLC, and Gruntal & Co.,
L.L.C. The aggregate gross proceeds of the offering were $47,850,000. The
Company's total expenses in connection with the offering were $4,166,000, of
which $3,349,500 was for underwriting discounts and commissions; $699,500 was
for other expenses paid to persons other than directors or officers of the
Company, persons owning more than 10 percent of any class of equity securities
of the Company, or affiliates of the Company (collectively, Affiliates); and
$117,000 was paid to Thermo Electron, the Company's ultimate parent company, for
certain corporate services rendered in connection with the offering. The
Company's net proceeds from the offering were $43,684,000. On April 10, 1998,
$12,000,000 of such net proceeds was expended to repay the outstanding
indebtedness owed to Thermo Instrument Systems Inc. in connection with the
acquisition of the Peek Measurement Business. On July 7, 1998, $12,509,000 of
such net proceeds was expended to acquire the capital stock of certain
businesses of the Mid-South Companies. As of April 3, 1999, the Company had also
expended $1,373,000 of such net proceeds for the purchase of property, plant,
and equipment; $9,284,000 for research and development; and $4,732,000 for
working capital needs. As of April 3, 1999, the Company had expended an
aggregate of $39,898,000 of such net proceeds. The Company invested the
remaining net proceeds pursuant to a repurchase agreement with Thermo Electron.
As of April 3, 1999, the Company had $33,392,000 of cash and cash equivalents.

Item 6 - Exhibits and Reports on Form 8-K

(a)   Exhibits

      See Exhibit Index on the page immediately preceding exhibits.

(b)   Reports on Form 8-K

      None.

                                       12
<PAGE>

                                   SIGNATURES


      Pursuant to the requirements 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 as of the 11th day of May 1999.

                                           ONIX SYSTEMS INC.



                                           /s/ Paul F. Kelleher
                                           -------------------------
                                           Paul F. Kelleher
                                           Chief Accounting Officer



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


                                       13
<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number         Description of Exhibit

   27          Financial Data Schedule.

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