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):
  
                                   March 30, 2000
  
                         ----------------------------------------
  
  
                                   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
  (Address of principal executive offices)                              (Zip Code)
  
  
                                   (781) 622-1000
                           (Registrant's telephone number
                                including area code)
  
  
  
  <PAGE>
  
  
  
  
  
  This Form 8-K contains forward-looking statements that involve a number of risks
  and  uncertainties.  Important factors that could cause actual results to differ
  materially from those indicated by such forward-looking statements are set forth
  under the  heading  "Forward-looking  Statements"  in Exhibit  13 to  Thermedics
  Inc.'s  Annual  Report on Form 10-K for the year ended  January  1, 2000.  These
  include risks and uncertainties  relating to: government regulation and industry
  standards,  competition and technological change,  intellectual property rights,
  reimbursement by insurers for medical procedures,  medical community  acceptance
  of medical devices, availability of materials and components, product liability,
  international operations,  the company's acquisition strategy, and the company's
  cash management arrangement with Thermo Electron.
  
  Item 5.     Other Events
  
        On March 31, 2000, the Registrant issued a press release,  attached hereto
  as Exhibit 99, regarding its previously announced tender offer for the shares of
  common stock, $.01 par value per share, of its subsidiary Thermo Sentron Inc.
  
  Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits
  
        (a)    Financial Statements of Business Acquired: not applicable.
  
        (b)    Pro Forma Financial Information: not applicable.
  
        (c)    Exhibits
  
               99 Press Release dated March 31, 2000.
  
  
  <PAGE>
  
  
  
                                      SIGNATURE
  
  
        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 31st day of March, 2000.
  
  
  
                                          THERMEDICS INC.
  
  
  
                                          By:  /s/ Theo Melas-Kyriazi
                                               -----------------------------
                                               Theo Melas-Kyriazi
                                               Chief Financial Officer
  
  
  
  <PAGE>
  
  
                                                                        Exhibit 99
  
  
  Investor Contact: 781-622-1111
  Media Contact: 781-622-1252
  
                Thermedics Completes Cash Tender Offer for Thermo Sentron
  
       WOBURN,  Mass.,  March  31,  2000 -  Thermedics  Inc.  (ASE-TMD),  a Thermo
  Electron  company,  announced today that it has successfully  completed the cash
  tender  offer of  $15.50  per share  for any and all  outstanding  shares of its
  Thermo Sentron Inc. subsidiary.
  
       The offer and withdrawal rights expired at midnight on Thursday,  March 30,
  2000. Based on the preliminary report of the depositary for the offer,  American
  Stock Transfer & Trust Company,  approximately  1,144,000  Thermo Sentron shares
  were tendered.  This brings  Thermedics' and Thermo  Electron's  combined equity
  ownership in Thermo Sentron to approximately 98.6 percent. Thermedics expects to
  complete the spin-in of Thermo Sentron by Tuesday, April 4, through a short-form
  merger.  The  short-form  merger  does  not  require  Thermo  Sentron  board  or
  shareholder approval.
  
       Shareholders  who  tendered  their  shares in the tender offer will receive
  payment for their shares shortly.  Shareholders  who did not tender their shares
  will  also  receive  $15.50  per  share in the  short-form  merger.  Information
  outlining  what steps  these  Thermo  Sentron  shareholders  must take to obtain
  payment will be mailed within a week to 10 days.
  
       The complete  terms and conditions of the tender offer are set forth in the
  offer to purchase,  letter of transmittal,  and other related  materials,  which
  were filed with the Securities and Exchange Commission on March 3, 2000.
  
       Thermedics Inc. develops,  manufactures, and markets diverse product lines,
  including  implantable  heart-assist  devices  and  other  biomedical  products,
  security  instruments,  and equipment that assures the quality of a wide variety
  of consumer  products and bulk materials.  Thermedics is a public  subsidiary of
  Thermo Electron  Corporation.  More  information is available on the Internet at
  http://www.thermo.com/subsid/tmd1.html.
  
  The following constitutes a "Safe Harbor" statement under the Private Securities
  Litigation  Reform Act of 1995:  This  press  release  contains  forward-looking
  statements that involve a number of risks and  uncertainties.  Important factors
  that could cause actual  results to differ  materially  from those  indicated by
  such forward-looking statements are set forth under the heading "Forward-looking
  Statements"  in Exhibit 13 to the  company's  annual report on Form 10-K for the
  year ended January 1, 2000. These include risks and  uncertainties  relating to:
  government  regulation and industry  standards,  competition  and  technological
  change,  intellectual  property  rights,  reimbursement  by insurers for medical
  procedures,  medical  community  acceptance of medical devices,  availability of
  materials  and  components,   product   liability,   international   operations,
  acquisition strategy,  and the company's cash management arrangement with Thermo
  Electron.
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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):
  
                                   March 30, 2000
  
                         ----------------------------------------
  
                                   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
  (Address of principal executive offices)                              (Zip Code)
  
                                   (781) 622-1000
                           (Registrant's telephone number
                                including area code)
  This Form 8-K contains forward-looking statements that involve a number of risks
  and  uncertainties.  Important factors that could cause actual results to differ
  materially from those indicated by such forward-looking statements are set forth
  under the  heading  "Forward-looking  Statements"  in Exhibit  13 to  Thermedics
  Inc.'s  Annual  Report on Form 10-K for the year ended  January  1, 2000.  These
  include risks and uncertainties  relating to: government regulation and industry
  standards,  competition and technological change,  intellectual property rights,
  reimbursement by insurers for medical procedures,  medical community  acceptance
  of medical devices, availability of materials and components, product liability,
  international operations,  the company's acquisition strategy, and the company's
  cash management arrangement with Thermo Electron.
  
  Item 5.     Other Events
  
        On March 31, 2000, the Registrant issued a press release,  attached hereto
  as Exhibit 99, regarding its previously announced tender offer for the shares of
  common stock, $.01 par value per share, of its subsidiary Thermo Sentron Inc.
  
  Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits
  
        (a)    Financial Statements of Business Acquired: not applicable.
  
        (b)    Pro Forma Financial Information: not applicable.
  
        (c)    Exhibits
  
               99 Press Release dated March 31, 2000.
  SIGNATURE
  
        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 31st day of March, 2000.
  
                                          THERMEDICS INC.
  
                                          By:  /s/ Theo Melas-Kyriazi
                                               -----------------------------
                                               Theo Melas-Kyriazi
                                               Chief Financial Officer
  Exhibit 99
  
  Investor Contact: 781-622-1111
  Media Contact: 781-622-1252
  
                Thermedics Completes Cash Tender Offer for Thermo Sentron
  
       WOBURN,  Mass.,  March  31,  2000 -  Thermedics  Inc.  (ASE-TMD),  a Thermo
  Electron  company,  announced today that it has successfully  completed the cash
  tender  offer of  $15.50  per share  for any and all  outstanding  shares of its
  Thermo Sentron Inc. subsidiary.
  
       The offer and withdrawal rights expired at midnight on Thursday,  March 30,
  2000. Based on the preliminary report of the depositary for the offer,  American
  Stock Transfer & Trust Company,  approximately  1,144,000  Thermo Sentron shares
  were tendered.  This brings  Thermedics' and Thermo  Electron's  combined equity
  ownership in Thermo Sentron to approximately 98.6 percent. Thermedics expects to
  complete the spin-in of Thermo Sentron by Tuesday, April 4, through a short-form
  merger.  The  short-form  merger  does  not  require  Thermo  Sentron  board  or
  shareholder approval.
  
       Shareholders  who  tendered  their  shares in the tender offer will receive
  payment for their shares shortly.  Shareholders  who did not tender their shares
  will  also  receive  $15.50  per  share in the  short-form  merger.  Information
  outlining  what steps  these  Thermo  Sentron  shareholders  must take to obtain
  payment will be mailed within a week to 10 days.
  
       The complete  terms and conditions of the tender offer are set forth in the
  offer to purchase,  letter of transmittal,  and other related  materials,  which
  were filed with the Securities and Exchange Commission on March 3, 2000.
  
       Thermedics Inc. develops,  manufactures, and markets diverse product lines,
  including  implantable  heart-assist  devices  and  other  biomedical  products,
  security  instruments,  and equipment that assures the quality of a wide variety
  of consumer  products and bulk materials.  Thermedics is a public  subsidiary of
  Thermo Electron  Corporation.  More  information is available on the Internet at
  http://www.thermo.com/subsid/tmd1.html.
  
  The following constitutes a "Safe Harbor" statement under the Private Securities
  Litigation  Reform Act of 1995:  This  press  release  contains  forward-looking
  statements that involve a number of risks and  uncertainties.  Important factors
  that could cause actual  results to differ  materially  from those  indicated by
  such forward-looking statements are set forth under the heading "Forward-looking
  Statements"  in Exhibit 13 to the  company's  annual report on Form 10-K for the
  year ended January 1, 2000. These include risks and  uncertainties  relating to:
  government  regulation and industry  standards,  competition  and  technological
  change,  intellectual  property  rights,  reimbursement  by insurers for medical
  procedures,  medical  community  acceptance of medical devices,  availability of
  materials  and  components,   product   liability,   international   operations,
  acquisition strategy,  and the company's cash management arrangement with Thermo
  Electron.