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
           January 3, 1998.

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

                         Commission File Number 0-18095

                         THE RANDERS GROUP INCORPORATED
             (Exact name of Registrant as specified in its charter)

    Delaware                                                       38-2788025
    (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                        Identification No.)

    570 Seminole Road
    Norton Shores, Michigan                                             49444
    (Address of principal executive offices)                       (Zip Code)

       Registrant's telephone number, including area code: (616) 733-0036

           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 January 30, 1998
      ------------------------------     -------------------------------
      Common Stock, $.0001 par value            14,115,682 actual
                                               121,554,895 pro forma
PAGE
<PAGE>
                         THE RANDERS GROUP INCORPORATED

                           Consolidated Balance Sheet
                                   (Unaudited)

                                     Assets

                                                     January 3,    March 29,
    (In thousands)                                         1998         1997
    ------------------------------------------------------------------------
    Current Assets:
      Cash and cash equivalents                         $ 4,682     $  1,737
      Accounts receivable, less allowances of $551
        and $706                                         16,443       11,613
      Unbilled contract costs and fees                    9,194        8,113
      Prepaid income taxes                                1,541        1,431
      Prepaid expenses                                      719          478
      Due from parent company                             1,426            -
                                                        -------      -------
                                                         34,005       23,372
                                                        -------      -------
    Property, Plant, and Equipment, at Cost              15,511       11,863
      Less: Accumulated depreciation and amortization     3,756        2,828
                                                        -------      -------
                                                         11,755        9,035
                                                        -------      -------
    Other Assets                                            881        1,373
                                                        -------      -------
    Cost in Excess of Net Assets of Acquired Companies
      (Note 2)                                           45,533       41,654
                                                        -------      -------
                                                        $92,174      $75,434
                                                        =======      =======
                                2PAGE
<PAGE>
                         THE RANDERS GROUP INCORPORATED

                     Consolidated Balance Sheet (continued)
                                   (Unaudited)

                    Liabilities and Shareholders' Investment


                                                     January 3,   March 29,
    (In thousands except share amounts)                    1998        1997
    -----------------------------------------------------------------------
    Current Liabilities:
      Notes payable                                     $   224     $   648
      Accounts payable                                    3,795       2,023
      Accrued payroll and employee benefits               2,531       3,124
      Accrued income taxes                                1,954          78
      Other accrued expenses                              1,227       1,425
      Due to parent company                                   -          36
                                                        -------     -------
                                                          9,731       7,334
                                                        -------     -------
    Deferred Income Taxes                                 1,096       1,096
                                                        -------     -------
    Other Deferred Items                                    895       1,013
                                                        -------     -------
    Long-term Obligations                                 1,973       1,260
                                                        -------     -------
    Shareholders' Investment:
      Common stock, $.0001 par value, 30,000,000 shares
        authorized; 121,554,895 pro forma shares issued
        and outstanding (Notes 2 and 4)                      12           -
      Capital in excess of par value                     76,137           -
      Retained earnings                                   2,330           -
      Parent company investment                               -      64,731
                                                        -------     -------
                                                         78,479      64,731
                                                        -------     -------
                                                        $92,174     $75,434
                                                        =======     =======


    The accompanying notes are an integral part of these consolidated
    financial statements.
                                        3PAGE
<PAGE>
                         THE RANDERS GROUP INCORPORATED

                        Consolidated Statement of Income
                                   (Unaudited)


                                                      Three Months Ended
                                                   -------------------------
                                                   January 3,   December 28,
    (In thousands except per share amounts)              1998           1996
    ------------------------------------------------------------------------
    Revenues                                         $ 18,269       $ 15,346
                                                     --------       --------
    Costs and Operating Expenses:
      Cost of revenues                                 13,245         11,347
      Selling, general, and administrative expenses     3,370          2,474
                                                     --------       --------
                                                       16,615         13,821
                                                     --------       --------
    Operating Income                                    1,654          1,525

    Interest Income                                        25             26
    Interest Expense                                      (44)           (49)
                                                     --------       --------
    Income Before Provision for Income Taxes            1,635          1,502
    Provision for Income Taxes                            729            710
                                                     --------       --------
    Net Income                                       $    906       $    792
                                                     ========       ========

    Basic and Diluted Earnings per Share (Note 3)    $    .01       $    .01
                                                     ========       ========

    Weighted Average Shares (Note 3):
      Basic                                           121,555        107,439
                                                     ========       ========
      Diluted                                         122,241        107,439
                                                     ========       ========


    The accompanying notes are an integral part of these consolidated
    financial statements.
                                        4PAGE
<PAGE>
                         THE RANDERS GROUP INCORPORATED

                        Consolidated Statement of Income
                                   (Unaudited)


                                                       Nine Months Ended
                                                   -------------------------
                                                   January 3,   December 28,
    (In thousands except per share amounts)              1998           1996
    ------------------------------------------------------------------------
    Revenues                                         $ 53,344       $ 48,961
                                                     --------       --------
    Costs and Operating Expenses:
      Cost of revenues                                 39,083         36,423
      Selling, general, and administrative expenses     9,264          7,121
                                                     --------       --------
                                                       48,347         43,544
                                                     --------       --------
    Operating Income                                    4,997          5,417

    Interest Income                                        70             89
    Interest Expense                                     (160)          (139)
                                                     --------       --------
    Income Before Provision for Income Taxes            4,907          5,367
    Provision for Income Taxes                          2,176          2,498
                                                     --------       --------
    Net Income                                       $  2,731       $  2,869
                                                     ========       ========

    Basic and Diluted Earnings per Share (Note 3)    $    .02       $    .03
                                                     ========       ========

    Weighted Average Shares (Note 3):
      Basic                                           119,435        107,439
                                                     ========       ========
      Diluted                                         119,705        107,452
                                                     ========       ========


    The accompanying notes are an integral part of these consolidated
    financial statements.
                                        5PAGE
<PAGE>
                         THE RANDERS GROUP INCORPORATED

                      Consolidated Statement of Cash Flows
                                   (Unaudited)


                                                      Nine Months Ended
                                                   ------------------------
                                                   January 3,  December 28,
    (In thousands)                                       1998          1996
    -----------------------------------------------------------------------
    Operating Activities:
      Net income                                      $ 2,731       $ 2,869
      Adjustments to reconcile net income to
        net cash provided by operating activities:
          Depreciation and amortization                 2,033         1,390
          Provision for losses on accounts
            receivable                                    157            50
          Other noncash (income) expenses                (117)            3
          Changes in current accounts, excluding
            the effects of acquisitions:                                   
              Accounts receivable                      (2,877)          396
              Unbilled contract costs and fees         (1,114)         (507)
              Other current assets                       (159)          (62)
              Accounts payable                          1,232          (162)
              Current liabilities                      (1,700)       (2,122)
                                                      -------       -------
    Net cash provided by operating activities             186         1,855
                                                      -------       -------
    Investing Activities:
      Acquisition, net of cash acquired (Note 2)       (3,258)            -
      Purchases of property, plant, and equipment      (1,308)         (700)
      Proceeds from sale of property, plant, and
        equipment                                          18           106
      Other                                               (24)            -
                                                      -------       -------
    Net cash used in investing activities              (4,572)         (594)
                                                      -------       -------
    Financing Activities:
      Transfer from parent company to fund the 
        acquisition of Randers (Note 2)                 3,258             -
      Net transfer from parent company                  4,250         1,835
      Repayment of note payable                          (177)         (644)
                                                      -------       -------
    Net cash provided by financing activities           7,331         1,191
                                                      -------       -------
    Increase in Cash and Cash Equivalents               2,945         2,452
    Cash and Cash Equivalents at Beginning
      of Period                                         1,737           794
                                                      -------       -------
    Cash and Cash Equivalents at End of Period        $ 4,682       $ 3,246
                                                      =======       =======
                                        6PAGE
<PAGE>
                         THE RANDERS GROUP INCORPORATED

                Consolidated Statement of Cash Flows (continued)
                                   (Unaudited)


                                                       Nine Months Ended
                                                   -------------------------
                                                   January 3,   December 28,
    (In thousands)                                       1998           1996
    ------------------------------------------------------------------------
    Noncash Activities:
      Fair value of assets of acquired company        $ 6,790       $      -
      Cash paid for acquired company                   (4,700)             -
                                                      -------       --------
        Liabilities assumed of acquired company       $ 2,090       $      -
                                                      =======       ========


    The accompanying notes are an integral part of these consolidated
    financial statements.
                                        7PAGE
<PAGE>
                         THE RANDERS GROUP INCORPORATED

                   Notes to Consolidated Financial Statements
    1.  General

        The interim consolidated financial statements presented have been
    prepared by The Randers Group Incorporated (Randers) 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 January 3, 1998, and the results of operations for the three- and
    nine-month periods ended January 3, 1998, and December 28, 1996, and cash
    flows for the nine-month periods ended January 3, 1998, and December 28,
    1996. The Company's results of operations for the three-month periods
    ended January 3, 1998, and December 28, 1996, include 14 weeks and 13
    weeks, respectively, and its results of operations for the nine-month
    periods ended January 3, 1998, and December 28, 1996, include 40 weeks
    and 39 weeks, respectively. Interim results are not necessarily
    indicative of results for a full year.

        The historical results of Randers have been restated to solely
    reflect the results of The Killam Group, Inc. (The Killam Group) for
    periods prior to May 12, 1997. The Killam Group has been deemed the
    "accounting acquiror" in a transaction described in Note 2.

        The consolidated balance sheet presented as of March 29, 1997, has
    been derived from the consolidated financial statements that have been
    audited by The Killam Group'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 Killam Group. The consolidated
    financial statements and notes included herein should be read in
    conjunction with the financial statements and notes included in Randers'
    Current Report on Form 8-K/A with respect to the acquisition of The
    Killam Group on September 19, 1997, filed with the Securities and
    Exchange Commission on October 8, 1997.

    2.  Acquisition and Basis of Accounting

        On May 12, 1997, Thermo TerraTech Inc. (Thermo TerraTech) purchased a
    controlling interest in Randers. Thermo TerraTech purchased 7,100,000
    shares of Randers common stock from certain members of Randers'
    management, and 420,000 shares from Thermo Power Corporation, an
    affiliate of Thermo TerraTech, at a price of $0.625 per share, for an
    aggregate cost of $4.7 million. Following these transactions, Thermo
    TerraTech owns approximately 53.3% of Randers' outstanding common stock.
    In addition, Thermo Electron Corporation, parent company to Thermo
    TerraTech, owns approximately 8.9% of Randers' outstanding common stock.

        In addition, in September 1997, Thermo TerraTech entered into a
    definitive agreement to transfer to Randers, The Killam Group, its wholly
    owned engineering and consulting businesses, in exchange for newly issued
    shares of Randers' common stock. The exact price for these businesses
    will be equal to the book value of the transferred businesses as of the
    closing date of the transfer. The number of new shares of Randers' common
    stock to be issued to Thermo TerraTech will equal such book value divided
    by $0.625. Based on the unaudited book value of The Killam Group as of
                                        8PAGE
<PAGE>
                         THE RANDERS GROUP INCORPORATED

    2.  Acquisition and Basis of Accounting (continued)

    September 27, 1997, which was $67,150,000, Randers would issue
    107,439,213 shares of its common stock to Thermo TerraTech. Upon such
    issuance, Thermo TerraTech and Thermo Electron would own approximately
    94.6% and 1.03% of Randers' outstanding common stock, respectively. The
    transfer is subject to approval of the transaction by Randers'
    shareholders and continued listing of Randers' common stock on the
    American Stock Exchange following the transaction. However, because
    Thermo TerraTech currently owns approximately 53.3% of Randers'
    outstanding common stock, approval by Randers' shareholders is assured.
    For purposes of computing weighted average shares, the 107,439,213 shares
    of Randers' common stock to be issued in connection with the acquisition
    of The Killam Group are considered to be outstanding for all periods
    presented, and the 14,115,682 shares of Randers' common stock that were
    outstanding as of May 12, 1997, the date on which Thermo TerraTech
    acquired a majority interest in Randers, are considered outstanding as of
    that date.

        This acquisition has been accounted for in accordance with Staff
    Accounting Bulletin Topic 2-A2, pursuant to which The Killam Group has
    been treated as the "accounting acquiror" because Thermo TerraTech owns
    the larger portion of the voting rights of Randers as a result of the
    above mentioned transactions. Accordingly, the historical financial
    information of Randers has been restated to solely reflect the results of
    The Killam Group for periods prior to May 12, 1997, the date on which
    Thermo TerraTech acquired a majority interest in Randers. Results from
    May 12, 1997, have been restated to reflect the combined results of The
    Killam Group and Randers. The aggregate cost of the acquisition of
    Randers by Thermo TerraTech exceeded the estimated fair value of the
    acquired net assets by $4,533,000, which is being amortized over 40
    years. Allocation of the purchase price for this acquisition was based on
    estimates of the fair value of the net assets acquired and is subject to
    adjustment upon finalization of the purchase price allocation. To date,
    no information has been gathered that would cause management to believe
    that the final purchase price allocation will be materially different
    from preliminary estimates.

        Based on unaudited data, the following table presents selected
    financial information for The Killam Group and Randers on a pro forma
    basis, assuming the companies had been combined since the beginning of
    fiscal 1997. 
                                 Three
                              Months Ended            Nine Months Ended
                              ------------          ----------------------
    (In thousands except          Dec. 28,          Jan. 3,       Dec. 28,
     per share amounts)               1996             1998           1996
    ----------------------------------------------------------------------
    Revenues                       $19,055          $54,481        $58,456
    Net income                         940            2,729          3,237
    Basic and diluted earnings      
      per share                        .01              .02            .03
 
        The pro forma results are not necessarily indicative of future
    operations or the actual results that would have occurred had the
    acquisition been made at the beginning of fiscal 1997.
                                        9PAGE
<PAGE>
                         THE RANDERS GROUP INCORPORATED

    3.  Earnings per Share

        During the quarter ended January 3, 1998, the Company adopted
    Statement of Financial Accounting Standards No. 128, "Earnings per
    Share." As a result, all previously reported earnings per share have been
    restated; however, basic and diluted earnings per share equals the
    Company's previously reported earnings per share for the periods
    presented. Basic earnings per share have been computed by dividing net
    income by the weighted average number of shares outstanding during the
    year. Diluted earnings per share have been computed assuming the exercise
    of stock options, as well as their related income tax effects. Basic and 
    diluted earnings per share were calculated as follows:

                                  Three Months Ended      Nine Months Ended
                                  -------------------   --------------------
    (In thousands except           Jan. 3,   Dec. 28,    Jan. 3,    Dec. 28,
    per share amounts)                1998       1996       1998        1996
    ------------------------------------------------------------------------
    Basic
    Net income                    $    906   $    792   $  2,731    $  2,869
                                  --------   --------   --------    --------
    Shares issuable in connection
      with the acquisition of The
      Killam Group                 107,439    107,439    107,439     107,439

    Randers' weighted average 
      shares outstanding from
      May 12, 1997, date of 
      acquisition by Thermo 
      TerraTech                     14,116          -     11,996           -
                                  --------   --------   --------    --------
    Pro forma weighted average
      shares                       121,555    107,439    119,435     107,439
                                  --------   --------   --------    --------
    Basic earnings per share      $    .01   $    .01   $    .02    $    .03
                                  ========   ========   ========    ========

    Diluted
    Net income                    $    906   $    792   $  2,731    $  2,869
                                  --------   --------   --------    --------
    Pro forma weighted average 
      shares                       121,555    107,439    119,435     107,439
    Effect of stock options            686          -        270          13
                                  --------   --------   --------    --------
    Pro forma weighted average 
      shares, as adjusted          122,241    107,439    119,705     107,452
                                  --------   --------   --------    --------
    Diluted earnings per share    $    .01   $    .01   $    .02    $    .03
                                  ========   ========   ========    ========

        The computation of diluted earnings per share excludes the effect of
    assuming the exercise of certain outstanding stock options because the
    effect would be antidilutive. As of January 3, 1998, there were 212,000
    shares of such options outstanding, with an exercise price $.875 per
    share.
                                       10PAGE
<PAGE>
                         THE RANDERS GROUP INCORPORATED
    4.  Subsequent Event

        In January 1998, the Company's Board of Directors voted to effect a
    1-for-5 reverse stock split. The proposal is subject to approval by the
    shareholders of record as of April 1, 1998. A special shareholders'
    meeting is expected to be called for April 30, 1998. Common shares
    outstanding as of January 3, 1998, on a pro forma basis, reflecting the
    reverse stock split, would have been 24,310,979 shares. The following
    table presents other selected financial data on a pro forma basis to
    reflect the reverse stock split.

                                 Three Months Ended       Nine Months Ended
                                 ------------------      -------------------
    (In thousands except         Jan. 3,   Dec. 28,      Jan. 3,    Dec. 28,
     per share amounts)             1998       1996         1998        1996
    ------------------------------------------------------------------------
    Basic and diluted earnings
      per share                  $   .04    $   .04      $   .11     $   .13
    Weighted average shares:
      Basic                       24,311     21,488       23,887      21,488
      Diluted                     24,448     21,488       23,941      21,490

        Financial results for prior periods will be restated subsequent to
    effecting the reverse stock split.


    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 (as defined
    below) to differ materially from those indicated by such forward-looking
    statements, including those detailed in Item 5 of the Quarterly Report on
    Form 10-Q.

    Overview

        In May 1997, Thermo TerraTech Inc. (Thermo TerraTech) purchased a
    controlling interest in The Randers Group Incorporated (Randers; Note 2),
    a provider of design, engineering, project management, and construction
    services for industrial clients in the manufacturing, pharmaceutical, and
    chemical-processing industries. Subsequently, Thermo TerraTech entered
    into a definitive agreement to transfer The Killam Group Inc. (The Killam
    Group) to Randers in exchange for additional shares of Randers' common
    stock. As a result of these transactions (more fully described in 
    Note 2), The Killam Group is deemed to be the "accounting acquiror", and
    historical results for Randers have been restated to solely reflect the
    operating results of The Killam Group for periods prior to May 12, 1997,
                                       11PAGE
<PAGE>
                         THE RANDERS GROUP INCORPORATED

    Overview (continued)

    and to reflect the combined results of The Killam Group and Randers
    (collectively, the Company) from May 12, 1997, the date on which Thermo
    TerraTech became the majority owner of Randers. The Company's wholly
    owned Killam Associates, Inc. (Killam Associates) subsidiary provides
    environmental consulting and engineering services and specializes in
    wastewater treatment and water resources management. The Company's wholly
    owned Bettigole Andrews Clark & Killam Inc. (BACKillam) subsidiary
    provides both private- and public-sector clients with a range of
    consulting services that address transportation planning and design. In
    November 1996, the Company acquired Carlan Consulting Group, Inc.
    (Carlan), a provider of transportation and environmental consulting and
    professional engineering and architectural services.

    Results of Operations

    Third Quarter Fiscal 1998 Compared With Third Quarter Fiscal 1997

        Revenues increased to $18.3 million in the third quarter of fiscal
    1998 from $15.3 million in the third quarter of fiscal 1997, primarily
    due to the inclusion of $3.8 million of revenues from Carlan and Randers
    (Note 2), acquired in November 1996 and May 1997, respectively, offset in
    part by a decrease in revenues primarily due to the completion of a major
    contract in fiscal 1997 at BACKillam. 

        The gross profit margin increased to 28% in the third quarter of
    fiscal 1998 from 26% in the third quarter of fiscal 1997, primarily due
    to a change in sales mix to higher-margin contracts at Killam Associates,
    and the inclusion of higher-margin revenues from Randers, acquired in May
    1997.

        Selling, general, and administrative expenses as a percentage of
    revenues increased to 18% in the third quarter of fiscal 1998 from 16% in
    the third quarter of fiscal 1997, primarily due to the inclusion of
    higher expenses as a percentage of revenues at Randers.

        Interest expense remained relatively constant at $44,000 and $49,000
    in the third quarter of fiscal 1998 and 1997, respectively.

        The effective tax rates were 45% and 47% in the third quarter of
    fiscal 1998 and 1997, respectively. The effective tax rates exceeded the
    statutory federal income tax rate primarily due to the nondeductible
    amortization of cost in excess of net assets of acquired companies and
    the impact of state income taxes. The effective tax rate decreased in
    fiscal 1998, primarily due to a lower statutory state tax rate at
    Randers.

    First Nine Months Fiscal 1998 Compared With First Nine Months Fiscal 1997

        Revenues increased to $53.3 million in the first nine months of
    fiscal 1998 from $49.0 million in the first nine months of fiscal 1997,
    primarily due to the inclusion of $11.1 million of revenues from Carlan
    and Randers (Note 2), acquired in November 1996 and May 1997,
                                       12PAGE
<PAGE>
                         THE RANDERS GROUP INCORPORATED

    First Nine Months Fiscal 1998 Compared With First Nine Months Fiscal 1997
    (continued)

    respectively, offset in part by a decrease in revenues due to the
    completion of two major contracts in fiscal 1997 at Killam Associates and
    BACKillam.

        The gross profit margin increased to 27% in the first nine months of
    fiscal 1998 from 26% in the first nine months of fiscal 1997, primarily
    due to a change in sales mix to higher-margin contracts at Killam
    Associates and the inclusion of higher-margin revenues from Randers.
    These increases were offset in part by the inclusion of lower-margin
    revenues from Carlan.

        Selling, general, and administrative expenses as a percentage of
    revenues increased to 17% in the first nine months of fiscal 1998 from
    15% in the first nine months of 1997, primarily due to a decrease in
    revenues at Killam Associates and BACKillam and, to a lesser extent,
    increased marketing costs at Killam Associates and the inclusion of
    higher expenses as a percentage of revenues at Randers.

        Interest expense increased to $160,000 in the first nine months of
    fiscal 1998 from $139,000 in the first nine months of 1997, primarily due
    to the inclusion of interest expense associated with debt at Randers in
    fiscal 1998, offset in part by lower average outstanding debt at the
    Company's other businesses during fiscal 1998.

        The effective tax rates were 44% and 47% in the first nine months of
    fiscal 1998 and 1997, respectively. The effective tax rates exceeded the
    statutory federal income tax rate and decreased between periods primarily
    due to the reasons discussed in the results of operations for the third
    quarter.

    Liquidity and Capital Resources

        Consolidated working capital was $24.3 million at January 3, 1998,
    compared with $16.0 million at March 29, 1997. Included in working
    capital were cash and cash equivalents of $4.7 million at January 3,
    1998, compared with $1.7 million at March 29, 1997. During the first nine
    months of fiscal 1998, $0.2 million of cash was provided by operating
    activities. The Company funded increases of $2.9 million and $1.1 million
    in accounts receivable and unbilled contract costs and fees,
    respectively. The increase in accounts receivable is primarily related to
    the timing of cash collections at Killam Associates and an increase of
    approximately $1.3 million at BACKillam, which has subsequently been
    collected. The increase in unbilled contract costs and fees is primarily
    due to the timing of billings at Killam Associates.

        The Company's investing activities in the first nine months of fiscal
    1998 primarily consisted of an acquisition and capital additions. In May
    1997, Thermo TerraTech purchased a controlling interest in Randers for
    $4.7 million (Note 2). The Company also expended $1.3 million for
    purchases of property, plant, and equipment in the first nine months of
                                       13PAGE
<PAGE>
                         THE RANDERS GROUP INCORPORATED

    Liquidity and Capital Resources (continued)

    fiscal 1998. The Company expects to expend approximately $0.4 million on
    purchases of property, plant, and equipment during the remainder of
    fiscal 1998.

        In the first nine months of fiscal 1998, the Company's financing
    activities provided cash of $7.3 million, primarily due to transfers from
    parent company.

        The Company has no material commitments for the acquisition of
    businesses or for capital expenditures. Such expenditures will largely be
    affected by the number and size of the complementary businesses that can
    be acquired or developed during the year. Thermo Electron and Thermo
    TerraTech have expressed their willingness to lend funds to the Company
    for major capital expenditures and potential acquisitions that may occur
    in the foreseeable future, although no agreements exist assuring the
    availability of such funds on acceptable terms, or at all.


    PART II - OTHER INFORMATION

    Item 5 - Other Information

        In connection with the "safe harbor" provisions of the Private
    Securities Litigation Reform Act of 1995, the Company wishes to caution
    readers that the following important factors, among others, in some cases
    have affected, and in the future could affect, the Company's actual
    results and could cause its actual results in fiscal 1998 and beyond to
    differ materially from those expressed in any forward-looking statements
    made by, or on behalf of, the Company.

        Dependence on Sales to Government Entities. A significant portion of
    the Company's revenues is derived from municipalities, state governments,
    and government utility authorities. Any decreases in purchases by these
    entities, including, without limitation, decreases resulting from shifts
    in priorities or overall budgeting limitations, could have a material
    adverse effect on the Company's business, financial condition, and
    results of operations. In addition, most of the Company's contracts
    require the Company to perform specific services for a fixed fee.
    Contracts with governmental entities often permit the purchaser to cancel
    the agreement at any time. A significant overrun in the Company's
    expenses or cancellation of a significant contract could also result in a
    material adverse effect on the Company's business, financial condition,
    and results of operations. The Company's contracts with governmental
    entities are also subject to other risks, including contract suspensions;
    protests by disappointed bidders of contract awards, which can result in
    the re-opening of the bidding process; and changes in government policies
    or regulations.

        Competition. The markets for many of the Company's services are
    regional and are characterized by intense competition from numerous local
    competitors. Some of the Company's competitors have greater technical and
    financial resources than those of the Company. As a result, they may be
                                       14PAGE
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                         THE RANDERS GROUP INCORPORATED

    Item 5 - Other Information (continued)

    able to adapt more quickly to changes in customer requirements and new or
    emerging technologies, or to devote greater resources to the promotion
    and sale of their services than the Company. Competition could increase
    if new companies enter the market or its existing competitors expand
    their service lines. There can be no assurance that the Company's current
    technology, technology under development, or ability to develop new
    technologies will be sufficient to enable it to compete effectively with
    its competitors.

        Dependence on Environmental Regulation. Federal, state, and local
    environmental laws govern most of the markets in which the Company
    conducts business, as well as many of the Company's operations. The
    markets for many of the Company's services, including water supply design
    and inspection services, wastewater treatment facility design and
    inspection services, solid and hazardous waste management services,
    environmental testing services, natural resource management, and air
    pollution testing and management services, were directly or indirectly
    created by, and are dependent on, the existence and enforcement of those
    laws. There can be no assurance that these laws and regulations will not
    change in the future, requiring new technologies or stricter standards
    with which the Company must comply. In addition, there can be no
    assurance that these laws and regulations will not be made more lenient
    in the future, thereby reducing the size of the markets addressed by the
    Company. Any such change in such federal, state, and local environmental
    laws and regulations may have a material adverse effect on the Company's
    business.

        Potential Environmental and Regulatory Liability. The Company's
    operations are subject to comprehensive laws and regulations related to
    the protection of the environment. Among other things, these laws and
    regulations impose requirements to control air, soil, and water
    pollution, and regulate health, safety, zoning, land use, and the
    handling and transportation of hazardous and nonhazardous materials. Such
    laws and regulations also impose liability for remediation and cleanup of
    environmental contamination, both on-site and off-site, resulting from
    past and present operations. These requirements may also be imposed as
    conditions of operating permits or licenses that are subject to renewal,
    modification, or revocation. Existing laws and regulations, and new laws
    and regulations, may require the Company to modify, supplement, replace,
    or curtail its operating methods, facilities, or equipment at costs which
    may be substantial without any corresponding increase in revenue. The
    Company's water, wastewater, and hazardous waste-treatment management
    services operations may expose the Company to liabilities to clients and
    third parties. In addition, the Company is also potentially subject to
    monetary fines, penalties, remediation, cleanup or stop orders,
    injunctions, or orders to cease or suspend certain of its practices. The
    outcome of any proceedings and associated costs and expenses could have a
    material adverse impact on the Company's business. In addition, the
    Company is subject to numerous laws and regulations related to the
    protection of human health and safety. Such laws and regulations may pose
    liability on the Company for exposure of its employees to radiation or
    other hazardous contamination.
                                       15PAGE
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                         THE RANDERS GROUP INCORPORATED

    Item 5 - Other Information (continued)

        The Company endeavors to operate its business to minimize its
    exposure to environmental and other regulatory liabilities. Although no
    claims giving rise to such liabilities have been asserted by the
    Company's customers or employees to date, there can be no assurance that
    such claims cannot or will not be asserted against the Company.

        Potential Professional Liability. The Company's business exposes it
    to potential liability for the negligent performance of its services and,
    as such, the Company may face substantial liability to clients and third
    parties for damages resulting from faulty designs or other professional
    services. The Company currently maintains professional errors and
    omissions insurance, but there can be no assurance that this insurance
    will provide sufficient coverage in the event of a claim, that the
    Company will be able to maintain such coverage on acceptable terms, if at
    all, or that a professional liability claim would not result in a
    material adverse effect on the Company's business, financial condition,
    and results of operations. 

        Seasonal Influences. A majority of the Company's businesses
    experience seasonal fluctuations. Site investigation work and certain
    environmental testing services may decline in winter months as a result
    of severe weather conditions.

        Risks Associates with Acquisition Strategy. The Company's strategy
    includes the acquisition of businesses that complement or augment the
    Company's existing services. Promising acquisitions are difficult to
    identify and complete for a number of reasons, including competition
    among prospective buyers and the need for regulatory approvals. Any
    acquisitions completed by the Company may be made at substantial premiums
    over the fair value of the net assets of the acquired companies. There
    can be no assurance that the Company will be able to complete future
    acquisitions or that the Company will be able to successfully integrate
    any acquired businesses. In order to finance such acquisitions, it may be
    necessary for the Company to raise additional funds through public or
    private financings. Any equity or debt financing, if available at all,
    may be on terms that are not favorable to the Company and, in the case of
    equity financing, may result in dilution to the Company's shareholders.

    Item 6 - Exhibits

        See Exhibit Index on the page immediately preceding exhibits.

                                       16PAGE
<PAGE>
                         THE RANDERS GROUP INCORPORATED

                                   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 5th day of
    February 1998.

                                         THE RANDERS GROUP INCORPORATED



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



                                         John N. Hatsopoulos
                                         -------------------------------
                                         John N. Hatsopoulos
                                         Chief Financial Officer and 
                                           Senior Vice President 

                                       17PAGE
<PAGE>
                         THE RANDERS GROUP INCORPORATED

                                  EXHIBIT INDEX

    Exhibit
    Number      Description of Exhibit
    ------------------------------------------------------------------------
      10.1      Thermo Electron Corporate Charter as amended and restated
                effective January 3, 1993 (filed as Exhibit 10.1 to Thermo
                Electron Corporation's Annual Report on Form 10-K for the
                fiscal year ended January 2, 1993 [File No. 1-8002] and
                incorporated herein by reference).

      10.2      Corporate Services Agreement between Thermo Electron
                Corporation and the Company dated as of November 19, 1997.

      10.3      Tax Allocation Agreement between Thermo TerraTech Inc. and
                the Company dated as of November 19, 1997.

      10.4      Master Guarantee Reimbursement and Loan Agreement between
                Thermo Electron Corporation and the Company dated as of
                November 19, 1997.

      10.5      Master Guarantee Reimbursement and Loan Agreement between
                Thermo TerraTech Inc. and the Company dated as of November
                19, 1997.

      10.6      Master Repurchase Agreement between Thermo Electron
                Corporation and the Company dated as of November 19, 1997.

      10.7      Equity Incentive Plan.

      10.8      Deferred Compensation Plan for Directors.

      10.9      Indemnification Agreement for Directors and Officers.

      27        Financial Data Schedule.