content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C.  20549
  
                     ___________________________________________
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
  
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
  
  
                                   Date of Report
                         (Date of earliest event reported):
  
                                  December 1, 1995
  
                      ________________________________________
  
  
                                   THERMEDICS INC.
               (Exact name of Registrant as specified in its charter)
  
  
     Massachusetts                   1-9567                           04-2788806
     (State or other               (Commission                  (I.R.S. Employer
     jurisdiction of               File Number)           Identification Number)
     incorporation or
     organization)
  
                                           
  
     470 Wildwood Street
     P. O. Box 2999
     Woburn, Massachusetts                                            01888-1799
     (Address of principal executive offices)                         (Zip Code)
  
  
  
                                   (617) 622-1000
                           (Registrant's telephone number
                                including area code)
  PAGE
  <PAGE>
  
  
  
  
     Item 2.  Acquisition or Disposition of Assets
              ------------------------------------
  
          On December 1, 1995, Thermedics Inc. (the "Company") acquired all of
     the outstanding capital stock of Analytical Technology, Inc. ("ATI")
     pursuant to a merger (the "Merger").
  
          In a separate transaction consummated immediately prior to the
     effectiveness of the Merger, Thermo Instrument Systems Inc., which is an
     affiliate of the Company ("Thermo Instrument"), purchased ATI's analytical
     instruments business (the "Thermo Instrument Acquisition") in exchange for
     Thermo Instrument's demand promissory note in the principal amount of
     $34,933,000 (the "Thermo Instrument Note").  Consequently, at the effective
     time of the Merger, ATI's assets consisted principally of its Orion
     Laboratory Products Division ("Orion") and the Thermo Instrument Note.
     Orion, based in Boston, Massachusetts, is a provider of electrochemistry,
     microweighing and other instruments to detect the chemical composition of
     foods, beverages and pharmaceuticals.  
  
          The base purchase price of the capital stock of ATI acquired in the
     Merger (the "Aggregate Purchase Price") was $79,284,183 in cash, plus the
     assumption of approximately $15,600,000 in bank indebtedness existing as of
     the closing of the Merger.  Of these amounts, $34,933,000 was paid to the
     former ATI shareholders by Thermo Instrument at the direction of the
     Company in exchange for the cancellation of the Thermo Instrument Note, and
     Thermo Instrument assumed approximately $7,000,000 of such bank
     indebtedness.  As a result, the effective base purchase price paid by the
     Company for Orion (the "Orion Purchase Price") was $44,351,000 in cash plus
     assumed bank indebtedness of approximately $8,600,000.
  
          The Aggregate Purchase Price is subject to a post-closing adjustment,
     and will either be (i) increased by the amount by which ATI's net tangible
     equity as of the closing (without taking into account the Thermo Instrument
     Acquisition) exceeds a deficit of $1,989,000; or (ii) decreased by the
     amount by which a deficit of $1,989,000 exceeds such net tangible equity.
     The Company and Thermo Instrument have agreed that, in the event that the
     Aggregate Purchase Price is so adjusted, then the portion of such
     adjustment that is attributable to the operations of the businesses
     acquired by Thermo Instrument will be paid to, or by, Thermo Instrument, as
     the case may be.
  
          The Merger was effected pursuant to an Agreement and Plan of Merger
     executed November 29, 1995, by and among the Company, ATI Merger Corp. (a
     wholly owned subsidiary of the Company), ATI and, for certain limited
     purposes, Thermo Instrument.  The Orion Purchase Price was based on the
     Company's determination of the fair market value of Orion's business, and
     the terms of the merger agreement were determined by arms' length
     negotiation among the parties.
  
          The Company may seek to move Orion's headquarters and certain of its
     manufacturing operations upon the expiration of certain lease commitments.
     Otherwise, the Company has no present intention to use Orion's plant,
     equipment or other assets for purposes materially different from the
     purposes for which such assets were used prior to the acquisition.
     However, the Company will review Orion's business and assets, corporate
     structure, capitalization, operations, properties, policies, management and
     personnel and, upon completion of this review, may develop alternative
     plans or proposals, including mergers, transfers of a material amount of
     assets or other transactions or changes relating to such business.
  
                                          2
  PAGE
  <PAGE>
  
  
  
  
  
          Orion had revenues of approximately $46,000,000 for the fiscal year
     ended December 31, 1994.
  
          Of the Orion Purchase Price, $38,000,000 was borrowed from Thermo
     Electron Corporation pursuant to a promissory note due December 9, 1996 and
     bearing interest at a rate per annum equal to the rate of the Commercial
     Paper Composite Rate as reported by Merrill Lynch Capital Markets, as an
     average of the last five business days of each fiscal quarter, plus 25
     basis points, and the balance was funded from the Company's working
     capital.
  
     Item 7.  Financial Statements, Pro Forma Combined Condensed Financial
              Information and Exhibits
  
              (a) Financial Statements of Business Acquired: as it is
                  impracticable to file such information at this time, it will
                  be filed by amendment on or prior to February 14, 1996.
  
              (b) Pro Forma Combined Condensed Financial Information: as it is
                  impracticable to file such information at this time, it will
                  be filed by amendment on or prior to February 14, 1996.
  
              (c) Exhibits
  
                  2     Agreement and Plan of Merger dated as of the 29th day
                        of November 1995, by and among Thermedics Inc., ATI
                        Merger Corp., Analytical Technology, Inc., and, for
                        certain limited purposes, Thermo Instrument Systems
                        Inc.  Schedules and exhibits to the agreement (each of
                        which are identified in the agreement) are omitted in
                        reliance on Rule 601(b)(2) of Regulation S-K.  The
                        registrant hereby undertakes to furnish such schedules
                        and exhibits to the Commission supplementally upon
                        request.
  
                  10(a) Asset and Share Purchase Agreement dated as of the 29th
                        day of November 1995, by and among Thermo Instrument
                        Systems Inc., ATI Acquisition Corp., Analytical
                        Technology, Inc., and, for certain limited purposes,
                        Thermedics Inc.  Schedules and exhibits to the
                        agreement (each of which are identified in the
                        agreement) are omitted in reliance on Rule 601(b)(2) of
                        Regulation S-K.  The registrant hereby undertakes to
                        furnish such schedules and exhibits to the Commission
                        supplementally upon request.
  
                  10(b) $38,000,000 Promissory Note dated as of December 11,
                        1995 issued by Thermedics Inc. to Thermo Electron
                        Corporation.
  
  
  
  
  
  
  
  
  
                                          3
  PAGE
  <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, on this 12th day of December,
     1995.
  
  
  
                                               THERMEDICS INC.
  
  
                                               By: John W. Wood, Jr.
                                                   -------------------
                                                   John W. Wood, Jr.
                                                   President and Chief 
                                                   Executive Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
     AA953400026
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text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C.  20549
  
                     ___________________________________________
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
                                   Date of Report
                         (Date of earliest event reported):
  
                                  December 1, 1995
  
                      ________________________________________
  
                                   THERMEDICS INC.
               (Exact name of Registrant as specified in its charter)
  
     Massachusetts                   1-9567                           04-2788806
     (State or other               (Commission                  (I.R.S. Employer
     jurisdiction of               File Number)           Identification Number)
     incorporation or
     organization)
  
                                           
  
     470 Wildwood Street
     P. O. Box 2999
     Woburn, Massachusetts                                            01888-1799
     (Address of principal executive offices)                         (Zip Code)
  
                                   (617) 622-1000
                           (Registrant's telephone number
                                including area code)
  PAGE
  Item 2.  Acquisition or Disposition of Assets
              ------------------------------------
  
          On December 1, 1995, Thermedics Inc. (the "Company") acquired all of
     the outstanding capital stock of Analytical Technology, Inc. ("ATI")
     pursuant to a merger (the "Merger").
  
          In a separate transaction consummated immediately prior to the
     effectiveness of the Merger, Thermo Instrument Systems Inc., which is an
     affiliate of the Company ("Thermo Instrument"), purchased ATI's analytical
     instruments business (the "Thermo Instrument Acquisition") in exchange for
     Thermo Instrument's demand promissory note in the principal amount of
     $34,933,000 (the "Thermo Instrument Note").  Consequently, at the effective
     time of the Merger, ATI's assets consisted principally of its Orion
     Laboratory Products Division ("Orion") and the Thermo Instrument Note.
     Orion, based in Boston, Massachusetts, is a provider of electrochemistry,
     microweighing and other instruments to detect the chemical composition of
     foods, beverages and pharmaceuticals.  
  
          The base purchase price of the capital stock of ATI acquired in the
     Merger (the "Aggregate Purchase Price") was $79,284,183 in cash, plus the
     assumption of approximately $15,600,000 in bank indebtedness existing as of
     the closing of the Merger.  Of these amounts, $34,933,000 was paid to the
     former ATI shareholders by Thermo Instrument at the direction of the
     Company in exchange for the cancellation of the Thermo Instrument Note, and
     Thermo Instrument assumed approximately $7,000,000 of such bank
     indebtedness.  As a result, the effective base purchase price paid by the
     Company for Orion (the "Orion Purchase Price") was $44,351,000 in cash plus
     assumed bank indebtedness of approximately $8,600,000.
  
          The Aggregate Purchase Price is subject to a post-closing adjustment,
     and will either be (i) increased by the amount by which ATI's net tangible
     equity as of the closing (without taking into account the Thermo Instrument
     Acquisition) exceeds a deficit of $1,989,000; or (ii) decreased by the
     amount by which a deficit of $1,989,000 exceeds such net tangible equity.
     The Company and Thermo Instrument have agreed that, in the event that the
     Aggregate Purchase Price is so adjusted, then the portion of such
     adjustment that is attributable to the operations of the businesses
     acquired by Thermo Instrument will be paid to, or by, Thermo Instrument, as
     the case may be.
  
          The Merger was effected pursuant to an Agreement and Plan of Merger
     executed November 29, 1995, by and among the Company, ATI Merger Corp. (a
     wholly owned subsidiary of the Company), ATI and, for certain limited
     purposes, Thermo Instrument.  The Orion Purchase Price was based on the
     Company's determination of the fair market value of Orion's business, and
     the terms of the merger agreement were determined by arms' length
     negotiation among the parties.
  
          The Company may seek to move Orion's headquarters and certain of its
     manufacturing operations upon the expiration of certain lease commitments.
     Otherwise, the Company has no present intention to use Orion's plant,
     equipment or other assets for purposes materially different from the
     purposes for which such assets were used prior to the acquisition.
     However, the Company will review Orion's business and assets, corporate
     structure, capitalization, operations, properties, policies, management and
     personnel and, upon completion of this review, may develop alternative
     plans or proposals, including mergers, transfers of a material amount of
     assets or other transactions or changes relating to such business.
  
                                          2
  PAGE
  Orion had revenues of approximately $46,000,000 for the fiscal year
     ended December 31, 1994.
  
          Of the Orion Purchase Price, $38,000,000 was borrowed from Thermo
     Electron Corporation pursuant to a promissory note due December 9, 1996 and
     bearing interest at a rate per annum equal to the rate of the Commercial
     Paper Composite Rate as reported by Merrill Lynch Capital Markets, as an
     average of the last five business days of each fiscal quarter, plus 25
     basis points, and the balance was funded from the Company's working
     capital.
  
     Item 7.  Financial Statements, Pro Forma Combined Condensed Financial
              Information and Exhibits
  
              (a) Financial Statements of Business Acquired: as it is
                  impracticable to file such information at this time, it will
                  be filed by amendment on or prior to February 14, 1996.
  
              (b) Pro Forma Combined Condensed Financial Information: as it is
                  impracticable to file such information at this time, it will
                  be filed by amendment on or prior to February 14, 1996.
  
              (c) Exhibits
  
                  2     Agreement and Plan of Merger dated as of the 29th day
                        of November 1995, by and among Thermedics Inc., ATI
                        Merger Corp., Analytical Technology, Inc., and, for
                        certain limited purposes, Thermo Instrument Systems
                        Inc.  Schedules and exhibits to the agreement (each of
                        which are identified in the agreement) are omitted in
                        reliance on Rule 601(b)(2) of Regulation S-K.  The
                        registrant hereby undertakes to furnish such schedules
                        and exhibits to the Commission supplementally upon
                        request.
  
                  10(a) Asset and Share Purchase Agreement dated as of the 29th
                        day of November 1995, by and among Thermo Instrument
                        Systems Inc., ATI Acquisition Corp., Analytical
                        Technology, Inc., and, for certain limited purposes,
                        Thermedics Inc.  Schedules and exhibits to the
                        agreement (each of which are identified in the
                        agreement) are omitted in reliance on Rule 601(b)(2) of
                        Regulation S-K.  The registrant hereby undertakes to
                        furnish such schedules and exhibits to the Commission
                        supplementally upon request.
  
                  10(b) $38,000,000 Promissory Note dated as of December 11,
                        1995 issued by Thermedics Inc. to Thermo Electron
                        Corporation.
  
                                          3
  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, on this 12th day of December,
     1995.
  
                                               THERMEDICS INC.
  
                                               By: John W. Wood, Jr.
                                                   -------------------
                                                   John W. Wood, Jr.
                                                   President and Chief 
                                                   Executive Officer
  
     AA953400026