content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
  
                              WASHINGTON, D.C. 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
  
                                   July 16, 1999
                              -----------------------
                 Date of Report (Date of earliest event reported)
  
  
                               Applied Imaging Corp
                              -----------------------
              (Exact name of Registrant as specified in its charter)
  
  
                                     Delaware
                  ----------------------------------------------
                  (State or other jurisdiction of incorporation)
  
  
          0-21371                                         77-0120490
   ---------------------                     ------------------------------------
   (Commission File No.)                     (IRS Employer Identification Number)
  
  
                            2380 Walsh Avenue, Bldg. B
                           Santa Clara, California 95051
                                  (408) 562-0250
                     ----------------------------------------
                     (Address of Principal Executive Offices)
  
  
  
                                  Not Applicable
           -------------------------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
  
  Item 2.   Acquisition or Disposition of Assets
            ------------------------------------
  
       On July 16, 1999 (the "Closing Date"), Applied Imaging Corp, a Delaware
  corporation (the "Company"), completed an acquisition of assets from Vysis, Inc.
  ("Vysis") related to Vysis' cytogenetic imaging instrumentation business.
  
       The acquisition was accounted for as a purchase.  The consideration paid by
  the Company to Vysis was $2.35 million consisting of (i) $1.75 million in cash,
  and (ii) 497,368 shares of the Company's Common Stock.  In conjunction with the
  issuance of the Common Stock, the Company granted certain registration rights to
  Vysis.  The Company will also purchase approximately $500,000 in existing
  inventory of Vysis for use in the cytogenetic imaging instrumentation business.
  The Company financed the acquisition by using existing cash resources.
  
  Item 7.   Financial Statements and Exhibits
            ---------------------------------
  
       (a)  The purchase of assets from Vysis does not meet the thresholds of
            significance of Item 2 of Form 8-K, and therefore the Company will not
            present audited financial statements or pro forma financial
            information related to the acquisition of assets described.
  
       (b)  Not applicable.
  
       (c)  Exhibit
  
            2.1*  Asset Purchase, License, and Distribution Agreement between the
                 Company  and Vysis, Inc. dated July 16, 1999.
  
                 Certain schedules to the Agreement listed on page (iv) thereto
                 and the agreement related to the issuance of the Company's Common
                 Stock in this transaction have not been filed herewith.  The
                 Registrant will furnish them supplementally to the Securities and
                 Exchange Commission upon request.
  
  
  
            * Confidential treatment requested for portions of this exhibit.
  
  
                                     SIGNATURES
  
  
  
  
                                        -2-
  <PAGE>
  
       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 hereunto duly authorized.
  
  
                                Applied Imaging Corp
  
  
                                By: /s/ Jack Goldstein
                                    _______________________________
                                      Jack Goldstein, President and
                                      CEO
  
  
  
                                Dated:  July 30, 1999
  
                                        -3-
  <PAGE>
  
                                 INDEX TO EXHIBITS
  
  Exhibit
  Number               Description
  ---------            ---------------
  
    2.1 *              Asset Purchase, License and Distribution
                       Agreement between the Company and Vysis,
                       Inc. dated July 16, 1999
  
  * Confidential treatment requested for portions of this exhibit.
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text: SECURITIES AND EXCHANGE COMMISSION
  
                              WASHINGTON, D.C. 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
                                   July 16, 1999
                              -----------------------
                 Date of Report (Date of earliest event reported)
  
                               Applied Imaging Corp
                              -----------------------
              (Exact name of Registrant as specified in its charter)
  
                                     Delaware
                  ----------------------------------------------
                  (State or other jurisdiction of incorporation)
  
          0-21371                                         77-0120490
   ---------------------                     ------------------------------------
   (Commission File No.)                     (IRS Employer Identification Number)
  
                            2380 Walsh Avenue, Bldg. B
                           Santa Clara, California 95051
                                  (408) 562-0250
                     ----------------------------------------
                     (Address of Principal Executive Offices)
  
                                  Not Applicable
           -------------------------------------------------------------
           (Former name or former address, if changed since last report)
  Item 2.   Acquisition or Disposition of Assets
            ------------------------------------
  
       On July 16, 1999 (the "Closing Date"), Applied Imaging Corp, a Delaware
  corporation (the "Company"), completed an acquisition of assets from Vysis, Inc.
  ("Vysis") related to Vysis' cytogenetic imaging instrumentation business.
  
       The acquisition was accounted for as a purchase.  The consideration paid by
  the Company to Vysis was $2.35 million consisting of (i) $1.75 million in cash,
  and (ii) 497,368 shares of the Company's Common Stock.  In conjunction with the
  issuance of the Common Stock, the Company granted certain registration rights to
  Vysis.  The Company will also purchase approximately $500,000 in existing
  inventory of Vysis for use in the cytogenetic imaging instrumentation business.
  The Company financed the acquisition by using existing cash resources.
  
  Item 7.   Financial Statements and Exhibits
            ---------------------------------
  
       (a)  The purchase of assets from Vysis does not meet the thresholds of
            significance of Item 2 of Form 8-K, and therefore the Company will not
            present audited financial statements or pro forma financial
            information related to the acquisition of assets described.
  
       (b)  Not applicable.
  
       (c)  Exhibit
  
            2.1*  Asset Purchase, License, and Distribution Agreement between the
                 Company  and Vysis, Inc. dated July 16, 1999.
  
                 Certain schedules to the Agreement listed on page (iv) thereto
                 and the agreement related to the issuance of the Company's Common
                 Stock in this transaction have not been filed herewith.  The
                 Registrant will furnish them supplementally to the Securities and
                 Exchange Commission upon request.
  
            * Confidential treatment requested for portions of this exhibit.
  
                                     SIGNATURES
  
                                        -2-
  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 hereunto duly authorized.
  
                                Applied Imaging Corp
  
                                By: /s/ Jack Goldstein
                                    _______________________________
                                      Jack Goldstein, President and
                                      CEO
  
                                Dated:  July 30, 1999
  
                                        -3-
  INDEX TO EXHIBITS
  
  Exhibit
  Number               Description
  ---------            ---------------
  
    2.1 *              Asset Purchase, License and Distribution
                       Agreement between the Company and Vysis,
                       Inc. dated July 16, 1999
  
  * Confidential treatment requested for portions of this exhibit.