SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549




                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                              TO SECTION 13 OF THE
                         SECURITIES EXCHANGE ACT OF 1934



Date of report (Date of earliest event reported)              May 1, 1998
                                                         -----------------------

                                  IMATRON INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                   New Jersey
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


        0-12405                                         94-2880078
------------------------------          ----------------------------------------
(Commission File Number)                (I.R.S. Employer Identification No.)

           389 Oyster Point Boulevard, South San Francisco, CA 94080
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (415) 583-9964
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
              Name or Former Address, if Changed Since Last Report)



<PAGE>

ITEM 5.  Agreements with and regarding Positron Corporation

         Effective May 1, 1998, the Company entered into several agreements with
Positron  Corporation,  a Texas corporation,  pursuant to which the Company will
acquire a  majority  ownership  of  Positron.  In  addition,  the  Company  will
immediately  begin making working capital advances to Positron of up to $500,000
to enable that company to meet a portion of its current obligations. The Company
has agreed to support Positron in several other ways, by agreeing to take, after
the date of the closing,  all  reasonable  efforts to cause the placement of ten
Positron  (TM) PET  cameras  over the next three  years,  particularly  with the
Company's  affiliate Imatron Japan,  Inc., and by assisting  Positron to arrange
for  additional  third-party  financing  in an  aggregate  amount  of  at  least
$8,000,000.

ITEM 7.  Exhibits.

         7.1 Loan Agreement between the Company and Positron, with Schedules and
Exhibits.

     7.2 Stock Purchase  Agreement  between the Company and Positron,with
Schedules and Exhibits.


                                   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.


                              IMATRON INC.


Date: June     ,1998          By:
                                ----------------------------------------
                                   S. Lewis Meyer
                              Its: President & Chief Executive Officer
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3266}]
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SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                              TO SECTION 13 OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)              May 1, 1998
                                                         -----------------------

                                  IMATRON INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                   New Jersey
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

        0-12405                                         94-2880078
------------------------------          ----------------------------------------
(Commission File Number)                (I.R.S. Employer Identification No.)

           389 Oyster Point Boulevard, South San Francisco, CA 94080
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (415) 583-9964
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
              Name or Former Address, if Changed Since Last Report)
ITEM 5.  Agreements with and regarding Positron Corporation

         Effective May 1, 1998, the Company entered into several agreements with
Positron  Corporation,  a Texas corporation,  pursuant to which the Company will
acquire a  majority  ownership  of  Positron.  In  addition,  the  Company  will
immediately  begin making working capital advances to Positron of up to $500,000
to enable that company to meet a portion of its current obligations. The Company
has agreed to support Positron in several other ways, by agreeing to take, after
the date of the closing,  all  reasonable  efforts to cause the placement of ten
Positron  (TM) PET  cameras  over the next three  years,  particularly  with the
Company's  affiliate Imatron Japan,  Inc., and by assisting  Positron to arrange
for  additional  third-party  financing  in an  aggregate  amount  of  at  least
$8,000,000.

ITEM 7.  Exhibits.

         7.1 Loan Agreement between the Company and Positron, with Schedules and
Exhibits.

     7.2 Stock Purchase  Agreement  between the Company and Positron,with
Schedules and Exhibits.

                                   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.

                              IMATRON INC.

Date: June     ,1998          By:
                                ----------------------------------------
                                   S. Lewis Meyer
                              Its: President & Chief Executive Officer