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)            July 22, 1997
                                                      -----------------------

                                  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)


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

<PAGE>
ITEM 5.  Development Agreement with TeraRecon Inc.

    On July 22, 1997, the Company and TeraRecon Inc.  entered into a development
agreement  whereby  TeraRecon  will  provide  Imatron  with  a  real-time  image
reconstruction  system  for  use in  conjunction  with  Imatron's  Ultrafast  CT
scanner.  Upon  completion  and when  delivered,  the  RTR-2000  system  will be
exclusive  to  Imatron's  Ultrafast  CT  scanner  and will  expand  its  current
applications  to include new three-  dimensional,  CT flurography or real-time
viewing of computerized tomography (CT) images.

     In   consideration   for  the  successful   development   and  delivery  of
specifically  mandated  RTR-2000  systems,  the  Company  has agreed to issue an
aggregate of 6 million  warrants to purchase the Company's Common Stock at $4.50
per  share.  The  warrants  will be issued in  installments  based on  TeraRecon
achieving  certain  milestones  in  connection  with  the  development  of image
reconstruction systems. In addition,  TeraRecon has agreed to pay the Company an
aggregate  of $2  million  for 4 million  of the  warrants  and to make  royalty
payments to Imatron equal to 3% of Net Sales of certain RTR-2000 systems sold to
third parties.  Upon successful completion of the prototype development program,
the  parties  intend to enter  into a  manufacture  and sale  agreement  whereby
Imatron will have the exclusive  right to sell or lease the RTR-2000  systems to
purchasers of Imatron's Ultrafast CT scanner. TeraRecon will retain the right to
sell,  lease or license the RTR-2000  system to other  medical  imaging  systems
customers  provided  that such  systems do not include  any Imatron  technology.
Neither party to the agreement has granted a license of any of its technology to
the  other.  The term of the  agreement  continues  until the final  development
milestone is completed and accepted and the RTR-2000 system is accepted by 
Imatron and the Imatron warrants are delivered.

ITEM 7.  Exhibits.

     7.1 TeraRecon  Systems  Development and Porting  Agreement  between Imatron
Inc. and TeraRecon  Inc.  dated as of July 22, 1997. 7.2 Press release issued in
connection  with the signing of the TeraRecon  Systems  Development  and Porting
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.

                                       IMATRON INC.
                                     ----------------------------------------

Date: July 31, 1997                  By:/s/ Gary H. Brooks
                                     ----------------------------------------
                                       Gary H. Brooks
                                       Its:Vice President, Finance and
                                           Administration, Chief Financial
                                           Officer and Secretary
[{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT", "secsgml_size_bytes": 4723}]
{"company-data": {"conformed-name": "IMATRON INC", "cik": "0000720477", "assigned-sic": "3845", "irs-number": "942880078", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12405", "film-number": "97651542"}, "business-address": {"street1": "389 OYSTER POINT BLVD", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080", "phone": "4155839964"}, "mail-address": {"street1": "389 OYSTER POINT BLVD", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080"}}
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)            July 22, 1997
                                                      -----------------------

                                  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)

-----------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
ITEM 5.  Development Agreement with TeraRecon Inc.

    On July 22, 1997, the Company and TeraRecon Inc.  entered into a development
agreement  whereby  TeraRecon  will  provide  Imatron  with  a  real-time  image
reconstruction  system  for  use in  conjunction  with  Imatron's  Ultrafast  CT
scanner.  Upon  completion  and when  delivered,  the  RTR-2000  system  will be
exclusive  to  Imatron's  Ultrafast  CT  scanner  and will  expand  its  current
applications  to include new three-  dimensional,  CT flurography or real-time
viewing of computerized tomography (CT) images.

     In   consideration   for  the  successful   development   and  delivery  of
specifically  mandated  RTR-2000  systems,  the  Company  has agreed to issue an
aggregate of 6 million  warrants to purchase the Company's Common Stock at $4.50
per  share.  The  warrants  will be issued in  installments  based on  TeraRecon
achieving  certain  milestones  in  connection  with  the  development  of image
reconstruction systems. In addition,  TeraRecon has agreed to pay the Company an
aggregate  of $2  million  for 4 million  of the  warrants  and to make  royalty
payments to Imatron equal to 3% of Net Sales of certain RTR-2000 systems sold to
third parties.  Upon successful completion of the prototype development program,
the  parties  intend to enter  into a  manufacture  and sale  agreement  whereby
Imatron will have the exclusive  right to sell or lease the RTR-2000  systems to
purchasers of Imatron's Ultrafast CT scanner. TeraRecon will retain the right to
sell,  lease or license the RTR-2000  system to other  medical  imaging  systems
customers  provided  that such  systems do not include  any Imatron  technology.
Neither party to the agreement has granted a license of any of its technology to
the  other.  The term of the  agreement  continues  until the final  development
milestone is completed and accepted and the RTR-2000 system is accepted by 
Imatron and the Imatron warrants are delivered.

ITEM 7.  Exhibits.

     7.1 TeraRecon  Systems  Development and Porting  Agreement  between Imatron
Inc. and TeraRecon  Inc.  dated as of July 22, 1997. 7.2 Press release issued in
connection  with the signing of the TeraRecon  Systems  Development  and Porting
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.

                                       IMATRON INC.
                                     ----------------------------------------

Date: July 31, 1997                  By:/s/ Gary H. Brooks
                                     ----------------------------------------
                                       Gary H. Brooks
                                       Its:Vice President, Finance and
                                           Administration, Chief Financial
                                           Officer and Secretary