content: <PAGE>
   
                         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) MAY 22, 1997
                                                   ------------
  
  
                               APPLIED IMAGING CORP.
  --------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
  
       DELAWARE                          0-21371                   77-012490
  --------------------------------------------------------------------------------
  (State or other jurisdiction         (Commission               (IRS Employer
      of incorporation)                File Number)            Identification No.)
   
  
  2380 WALSH AVE., BUILDING B, SANTA CLARA CALIFORNIA                 95051
  --------------------------------------------------------------------------------
       (Address of principal executive offices)                     (Zip Code)
  
  
  
  Registrant's telephone number, including area code    (408) 562-0250
                                                        --------------
  
  
                                   NOT APPLICABLE
                                   --------------
           (Former name or former address, if changed since last report.)
  
  <PAGE>
   
  Item 2    ACQUISITION OR DISPOSITION OF ASSETS
  ------    ------------------------------------
  
            On May 22, 1997, Registrant consummated a private sale of 796,020
  shares of its Common Stock to certain partnerships affiliated with New
  Enterprise Associates at the purchase price of $5.025 per share. The price per
  share was calculated as the average of the closing prices of Registrant's Common
  Stock as reported on the Nasdaq National Market System for the previous five
  trading days prior to the day of the transaction closing date. Thomas C.
  McConnell, a director of the Registrant, is an affiliate of New Enterprise
  Associates. In connection with this transaction, Registrant issued warrants
  which may be exercised within a three-year period ending May 21, 2000 to acquire
  an aggregate of 173,010 shares of the Registrant's Common Stock at a purchase
  price of $5.78 per share. The proceeds from the sale of the shares will be used
  for working capital and general corporate purposes.
  
  
  <PAGE>
   
  Item 7    EXHIBITS
  ------    --------
  
      (c) Exhibits. The following documents are filed as exhibits to this report:
          --------                                                                
  
                 1. Exhibit 10.1 - Stock and Warrant Purchase Agreement dated
                    May 22, 1997 between the Registrant and partnership
                    affiliates of New Enterprise Associates and exhibits thereto
                    (excludes as an exhibit the form of legal opinion delivered to
                    the investors solely for their use; such exhibit will be
                    furnished supplementally upon request by the Securities and
                    Exchange Commission).
  
                 2. Exhibit 99.1 - Press Release dated May 23, 1997, issued by
                    Registrant announcing the signing of the Stock and Warrant
                    Purchase Agreement.
  
  <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 hereunto duly authorized.
  
  
                                APPLIED IMAGING CORP.
                                ---------------------
                                (Registrant)
  
  Date:  June 4, 1997                    By: /s/ Neil E. Woodruff
                                             ________________________________  
  
                                Name:  Neil E. Woodruff
  
                                Title:     Chief Financial Officer
  
  <PAGE>
   
                                   EXHIBIT INDEX
                                   -------------
  
        Exhibit  
        -------                                                                  
  
          10.1 - Stock and Warrant Purchase Agreement dated May 22, 1997 between
                 the Registrant and partnership affiliates of New Enterprise
                 Associates and exhibits thereto (excludes as an exhibit the form
                 of legal opinion delivered to the investors solely for their use;
                 such exhibit will be furnished supplementally upon request by the
                 Securities and Exchange Commission).
               
          99.1 - Press Release dated May 23, 1997, issued by Registrant announcing
                 the signing of the Stock and Warrant Purchase Agreement.
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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) MAY 22, 1997
                                                   ------------
  
                               APPLIED IMAGING CORP.
  --------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
       DELAWARE                          0-21371                   77-012490
  --------------------------------------------------------------------------------
  (State or other jurisdiction         (Commission               (IRS Employer
      of incorporation)                File Number)            Identification No.)
   
  
  2380 WALSH AVE., BUILDING B, SANTA CLARA CALIFORNIA                 95051
  --------------------------------------------------------------------------------
       (Address of principal executive offices)                     (Zip Code)
  
  Registrant's telephone number, including area code    (408) 562-0250
                                                        --------------
  
                                   NOT APPLICABLE
                                   --------------
           (Former name or former address, if changed since last report.)
  Item 2    ACQUISITION OR DISPOSITION OF ASSETS
  ------    ------------------------------------
  
            On May 22, 1997, Registrant consummated a private sale of 796,020
  shares of its Common Stock to certain partnerships affiliated with New
  Enterprise Associates at the purchase price of $5.025 per share. The price per
  share was calculated as the average of the closing prices of Registrant's Common
  Stock as reported on the Nasdaq National Market System for the previous five
  trading days prior to the day of the transaction closing date. Thomas C.
  McConnell, a director of the Registrant, is an affiliate of New Enterprise
  Associates. In connection with this transaction, Registrant issued warrants
  which may be exercised within a three-year period ending May 21, 2000 to acquire
  an aggregate of 173,010 shares of the Registrant's Common Stock at a purchase
  price of $5.78 per share. The proceeds from the sale of the shares will be used
  for working capital and general corporate purposes.
  Item 7    EXHIBITS
  ------    --------
  
      (c) Exhibits. The following documents are filed as exhibits to this report:
          --------                                                                
  
                 1. Exhibit 10.1 - Stock and Warrant Purchase Agreement dated
                    May 22, 1997 between the Registrant and partnership
                    affiliates of New Enterprise Associates and exhibits thereto
                    (excludes as an exhibit the form of legal opinion delivered to
                    the investors solely for their use; such exhibit will be
                    furnished supplementally upon request by the Securities and
                    Exchange Commission).
  
                 2. Exhibit 99.1 - Press Release dated May 23, 1997, issued by
                    Registrant announcing the signing of the Stock and Warrant
                    Purchase Agreement.
  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 hereunto duly authorized.
  
                                APPLIED IMAGING CORP.
                                ---------------------
                                (Registrant)
  
  Date:  June 4, 1997                    By: /s/ Neil E. Woodruff
                                             ________________________________  
  
                                Name:  Neil E. Woodruff
  
                                Title:     Chief Financial Officer
  EXHIBIT INDEX
                                   -------------
  
        Exhibit  
        -------                                                                  
  
          10.1 - Stock and Warrant Purchase Agreement dated May 22, 1997 between
                 the Registrant and partnership affiliates of New Enterprise
                 Associates and exhibits thereto (excludes as an exhibit the form
                 of legal opinion delivered to the investors solely for their use;
                 such exhibit will be furnished supplementally upon request by the
                 Securities and Exchange Commission).
               
          99.1 - Press Release dated May 23, 1997, issued by Registrant announcing
                 the signing of the Stock and Warrant Purchase Agreement.