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):
  
                                    June 3, 1998
  
                      ----------------------------------------
  
  
                                   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
  Woburn, Massachusetts                                                     01888
  (Address of principal executive offices)                             (Zip Code)
  
  
                                   (781) 938-3786
                           (Registrant's telephone number
                                including area code)
  
  
  
  <PAGE>
  
  
  
  
  
  
  
  
  Item 5.  Other Events
  
           On June  3,  1998,  Thermedics  Inc.  (the  "Company")  issued  a press
  release,  attached  hereto as  Exhibit  99, to  announce  its plan to conduct an
  exchange offer with the existing holders of its Non-Interest-Bearing Convertible
  Subordinated Debentures due 2003, pursuant to which such holders would receive a
  new convertible subordinated debenture containing different terms.
  
  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 of the Company, dated June 3,
                         1998
  
  
  
  
                                      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 3rd day of June, 1998.
  
  
  
                                                        THERMEDICS INC.
  
  
                                                        By: /s/ Jane E. Kirk
                                                            Jane E. Kirk
                                                            Assistant Clerk
  
  
  
  
  
  
  <PAGE>
  
  
  EXHIBIT 99
  
                   THERMEDICS PLANS TO CONDUCT EXCHANGE OFFER WITH
    EXISTING HOLDERS OF NON-INTEREST-BEARING CONVERTIBLE SUBORDINATED DEBENTURES
  
           WOBURN,  Mass.,  June 3, 1998 -- Thermedics  Inc.  (ASE-TMD)  announced
  today that it plans to conduct an exchange  offer with the  existing  holders of
  its non-interest-bearing  convertible subordinated debentures due 2003, pursuant
  to which such  holders  will receive a new  convertible  subordinated  debenture
  bearing  interest  at the rate of 2 7/8  percent  per year.  In  addition to new
  semiannual  interest  payments,  the new debentures will convert at a 15 percent
  premium over the average  price of the common stock for a 10-day period prior to
  the closing.
  
           For every  $1,000  principal  amount of old  debentures  submitted  for
  exchange,  holders  will  receive  approximately  $730  principal  amount of new
  debentures. Accordingly, at the maturity date of the new debentures, holders who
  elect to exchange  their old  debentures  will receive less in principal  amount
  than  they  would  have had such  holders  retained  their old  debentures.  The
  maturity  date for the new  debentures  will be June 1, 2003,  the same maturity
  date as the existing non-interest-bearing debentures.
  
           The  debentures  to be  issued  in  the  exchange  offer  will  not  be
  registered under the Securities Act and may not be offered or sold in the United
  States  absent  registration  or  an  applicable   exemption  from  registration
  requirements.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4217}]
metadata_filer: {"company-data": {"conformed-name": "THERMEDICS INC", "cik": "0000721356", "assigned-sic": "3590", "irs-number": "042788806", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09567", "film-number": "98641877"}, "business-address": {"street1": "470 WILDWOOD ST", "street2": "P O BOX 2697", "city": "WOBURN", "state": "MA", "zip": "01888-1799", "phone": "6176221000"}, "mail-address": {"street1": "81 WYMAN STREET", "street2": "P.O. BOX 9046", "city": "WALTHAM", "state": "MA", "zip": "02254"}}
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):
  
                                    June 3, 1998
  
                      ----------------------------------------
  
                                   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
  Woburn, Massachusetts                                                     01888
  (Address of principal executive offices)                             (Zip Code)
  
                                   (781) 938-3786
                           (Registrant's telephone number
                                including area code)
  Item 5.  Other Events
  
           On June  3,  1998,  Thermedics  Inc.  (the  "Company")  issued  a press
  release,  attached  hereto as  Exhibit  99, to  announce  its plan to conduct an
  exchange offer with the existing holders of its Non-Interest-Bearing Convertible
  Subordinated Debentures due 2003, pursuant to which such holders would receive a
  new convertible subordinated debenture containing different terms.
  
  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 of the Company, dated June 3,
                         1998
  
                                      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 3rd day of June, 1998.
  
                                                        THERMEDICS INC.
  
                                                        By: /s/ Jane E. Kirk
                                                            Jane E. Kirk
                                                            Assistant Clerk
  EXHIBIT 99
  
                   THERMEDICS PLANS TO CONDUCT EXCHANGE OFFER WITH
    EXISTING HOLDERS OF NON-INTEREST-BEARING CONVERTIBLE SUBORDINATED DEBENTURES
  
           WOBURN,  Mass.,  June 3, 1998 -- Thermedics  Inc.  (ASE-TMD)  announced
  today that it plans to conduct an exchange  offer with the  existing  holders of
  its non-interest-bearing  convertible subordinated debentures due 2003, pursuant
  to which such  holders  will receive a new  convertible  subordinated  debenture
  bearing  interest  at the rate of 2 7/8  percent  per year.  In  addition to new
  semiannual  interest  payments,  the new debentures will convert at a 15 percent
  premium over the average  price of the common stock for a 10-day period prior to
  the closing.
  
           For every  $1,000  principal  amount of old  debentures  submitted  for
  exchange,  holders  will  receive  approximately  $730  principal  amount of new
  debentures. Accordingly, at the maturity date of the new debentures, holders who
  elect to exchange  their old  debentures  will receive less in principal  amount
  than  they  would  have had such  holders  retained  their old  debentures.  The
  maturity  date for the new  debentures  will be June 1, 2003,  the same maturity
  date as the existing non-interest-bearing debentures.
  
           The  debentures  to be  issued  in  the  exchange  offer  will  not  be
  registered under the Securities Act and may not be offered or sold in the United
  States  absent  registration  or  an  applicable   exemption  from  registration
  requirements.