As filed with the Securities and Exchange Commission on July 20, 1995.



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8


                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933


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


            New Jersey                          94-2880078
     ------------------------     ---------------------------------------
     (State of Incorporation)     (I.R.S. Employer Identification Number)


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


                      IMATRON INC. 1993 STOCK OPTION PLAN
                      -----------------------------------
                            (Full Title of the Plan)


                                 S. Lewis Meyer
                                   President
                                  Imatron Inc.
                           389 Oyster Point Boulevard
                     South San Francisco, California 94080
                                 (415) 583-9964
          ------------------------------------------------------------
          (Name and Address and Telephone Number of Agent for Service)


                                   Copies to:
                              Roger S. Mertz, Esq.
                               Severson & Werson
                       One Embarcadero Center, 26th Floor
                        San Francisco, California 94111

<PAGE>

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------

                                   Proposed          Proposed
                                   Maximum           Maximum
Title of           Additional      Offering          Aggregate       Amount of  
Securities to      Amount to be    Price Per         Offering       Registration
be Registered      Registered      Share (1)         Price (1)          Fee     

Common Stock       2,500,000(2)      $0.81           $2,025,000       $698.28
Underlying Options

- -----------------------

(1)    Estimated  pursuant to Rule 457(b) solely for the purpose of  calculating
       the amount of the  registration  fee, based upon the closing price of the
       Common Stock on July 19, 1995 as reported by NASDAQ.


(2)    These  securities  are of the same  class and in  addition  to  3,000,000
       shares of common stock  previously  issuable  pursuant to the exercise of
       stock  options  initially  available  to be granted  under the 1993 Stock
       Option Plan and previously registered pursuant to Registration  Statement
       No. 33-66992.  The total number of options now issuable under the Amended
       1993 Stock Option Plan is 5,500,000 options.

<PAGE>

                                   Prospectus
                                 --------------



                                  IMATRON INC.



                                5,500,000 Shares
                              No Par Common Stock








                      IMATRON INC. 1993 STOCK OPTION PLAN











                              Dated July 20, 1995

<PAGE>

                             ADDITIONAL INFORMATION

       Imatron Inc.  ("Imatron"  or the  "Company")  is subject to the reporting
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance  therewith files reports and other information with the
Securities and Exchange  Commission (the  "Commission").  Such reports and other
information filed by the Company can be inspected and copied at public reference
facilities of the  Commission  located at Room 1024,  Judiciary  Plaza,  450 5th
Street,  N.W.,  Washington,  D.C. 20549;  Room 1204,  Everett  McKinley  Dirksen
Building,  219 South  Dearborn Street,  Chicago,  Illinois 60604; and Room 1102,
26 Federal Plaza, New York, New York 10007.  Copies of such material can also be
obtained from the Public Reference Section of the Commission,  Washington,  D.C.
20549 at prescribed rates.

       The  Company  has  filed  with  the  Commission,   Washington,   D.C.,  a
Registration  Statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities  Act'), with respect to the Common Stock offered by this Prospectus.
This  Prospectus  does  not  contain  all  the  information  set  forth  in  the
Registration Statement.  For further information with respect to the Company and
the securities offered by this Prospectus, reference is made to the Registration
Statement,  including the exhibits and schedules  filed  therewith.  The Company
will provide without charge to each person to whom this Prospectus is delivered,
upon  written  or  oral  request  of such  person,  a copy of any and all of the
information  that  has  been  incorporated  by  reference  in  the  Registration
Statement  filed  with the  Commission  under  the  Securities  Act of 1933,  as
amended,  with  respect to the Common  Stock  offered by this  Prospectus.  Such
requests should be directed to Mr. Gary Brooks, Vice President Finance and Chief
Financial  Officer,   Imatron  Inc.,  389 Oyster  Point  Boulevard,   South  San
Francisco, California 94080, (415) 583-9964.

       Certain  information  concerning the Company's 1993 Stock Option Plan may
be contained in the Company's Annual Reports to Shareholders, its Annual Reports
on Form 10-K,  its definitive  Proxy  Statements filed pursuant to Section 14 of
the Exchange Act or in revised Appendices to this Prospectus.


                                  INTRODUCTION

       This Prospectus  covers  5,500,000 shares of Common Stock of Imatron Inc.
which are offered for sale to employees  and  consultants  who hold or will hold
options to purchase shares of Common Stock granted or to be granted by the Board
of  Directors  of the  Company  under its 1993 Stock  Option Plan (the "Plan" or
"1993  Plan").  The terms  and  conditions  of the offer and sale of the  Common
Stock, including the prices of the shares, are governed by the provisions of the
Plan and the  agreements  thereunder  between the Company and the  participating
employees.

<PAGE>

                                  THE COMPANY

       Imatron  Inc.,  a New  Jersey  corporation  incorporated  in  1983,  is a
technology-based  company  principally  engaged in the  business  of  designing,
manufacturing and marketing a high performance  computed tomography (CT) scanner
that uses a scanning  electron  beam. The scanner is used in large and mid-sized
hospitals and free standing imaging clinics.  The Company also provides service,
parts and maintenance to hospitals and clinics that operate its scanners.

       The Company is also engaged in performing  research and  development  for
others in the field of CT devices and  licensing its patents and know-how in the
fields  of  imaging   sciences.   The  Company  holds  a  3%  interest  InVision
Technologies,  Inc. (formerly Imatron Industrial Products,  Inc.), a corporation
organized  in 1990 to  engage  in the  development  of an  explosives  detection
scanner and to which Imatron has licensed certain of its technology.

       In addition,  the Company is engaged through its wholly owned  subsidiary
HeartScan  Imaging Inc.  ("HeartScan")  in the  operation  of coronary  scanning
clinics  around  the  county.  HeartScan  was  organized  in 1993 and  currently
operates two clinics in  California  and  Washington  and is scheduled to open a
third in Texas during 1995.

       The  Company's   principal  offices  are  located  at  389  Oyster  Point
Boulevard,  South San Francisco,  California  94080 and its telephone  number at
this location is (415) 583-9964.


                                    THE PLAN

                                    General

       The Board of Directors adopted the 1993 Stock Option Plan on February 24,
1993 and the  shareholders  approved  the Plan on  June 23,  1993.  The Plan was
amended  by the Board on  February  9,  1995 to  increase  the  number of shares
available  for  issuance  under  the Plan  from  3,000,000  to  5,500,000.  This
amendment was approved by the shareholders on June 2, 1995.  Options to purchase
3,320,608 shares of common stock have been granted since the Company  instituted
the Plan.  The 1993 Plan  provides  for the  granting  of two types of  options:
"incentive stock options" and "nonqualified  stock options." The incentive stock
options only are intended to qualify as "incentive  stock options" as defined in
Section 422 of the Internal  Revenue Code of 1986, as amended.  The 1993 Plan is
not  qualified  under  Section 401(a)  of the  Internal  Revenue  Code nor is it
subject to the provisions of ERISA.

       The  contents  of   Registration   Statement   No.   33-66992  are  fully
incorporated herein by reference, except as specifically provided herein.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents filed with the Commission are incorporated herein
by reference:

<PAGE>

       (a) The Company's  latest annual  report on Form 10-K  filed  pursuant to
Section 13 or 15(d) of the Exchange Act or its latest  prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act, which contains,  either directly
or by incorporation by reference, audited financial statements for the Company's
latest fiscal year for which such statements have been filed.

       (b) All  other  reports  filed  pursuant  to  Section 13  or 15(d) of the
Exchange  Act since the end of the fiscal year  covered by the annual  report or
the prospectus referred to in (a) above.

       (c) The  description  of the Company's  Common Stock that is contained in
its Form 8  Registration  Statement (or incorporated by reference therein) filed
under the Exchange Act,  including any amendment or report filed for the purpose
of updating such description.

       (d) The Company's definitive proxy statement or information statement, if
any,  filed  pursuant to Section 14  of the Exchange Act in connection  with the
latest  annual  meeting  of  its  stockholders,  and  any  definitive  proxy  or
information  statements so filed in connection  with any subsequent  meetings of
its stockholders, excluding the Board Compensation Committee Report on Executive
Compensation  and the  Performance  Graph  required  by terms  402(k) and (l) of
Regulation S-K.

       (e)  Information as to stock options,  including the amount  outstanding,
exercises,  prices and expiration  dates,  included in the Company's  definitive
proxy statement  described in (d) above and which will be included in the future
either in the Company's proxy  statements,  annual reports or appendices to this
Prospectus.

       (f) All reports  and other  documents  subsequently  filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which  deregisters all securities then remaining unsold
shall be deemed to be incorporated  by reference  herein and to be a part hereof
from the date of the filing of such reports and documents.


                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

       Under Section 14A:3-5 of the New Jersey Business  Corporation Act and the
Company's  Bylaws,  the  Company has broad  powers to  indemnify  directors  and
officers against liabilities which they may incur in such capacities,  including
liability  arising under the Securities  Act. In addition,  the Company may from
time to time  maintain  insurance to indemnify  its  directors and officers from
certain liabilities, including liabilities arising under the Securities Act.

       Insofar as indemnification  for liabilities  arising under the Securities
Act may be permitted to directors,  officers or persons  controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is, therefore, unenforceable.

<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3   Incorporation of Documents by Reference

         See "Incorporation of Certain Documents by Reference."

Item 6.  Indemnification of Directors and Officers

         See "Disclosure of Commission Position on Indemnification 
         for Securities Act Liabilities."

Item 8.  Exhibits

         4.1      Certificate of Incorporation, as amended to date. (1)

         4.2      Bylaws, as amended to date. (2)

         5.1      Opinion of Severson & Werson.

         24.1     Consent of Independent Auditors.

         24.2     Consent of Severson & Werson is contained in Exhibit 5.1 to
                  this  Registration Statement.

         25.1     Power of Attorney is contained on the signature pages.

         28.1     Registrant's 1993 Stock Option Plan as amended.


- -----------------------

(1)    Filed as exhibits to the Company's Form S-1  Registration  Statement File
       No. 2-84146,  Form S-8 Registration  Statement File No. 33-26833,  Annual
       Report on Form 10-K for the fiscal year ended  December 31, 1990 and Form
       S-8 Registration  Statement File No. 33-40391 and incorporated  herein by
       reference.

(2)    Filed as an exhibit to Post-Effective Amendment Number 1 to the Company's
       Registration  Statement on Form S-3 filed with the  Commission  on May 5,
       1992 (File No. 33-32218) and incorporated herein by reference.

<PAGE>

Item 9.  Undertakings

       (1) The undersigned  registrant hereby undertakes (a) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this registration  statement to include any material information with respect to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such  information in the registration  statement;  (b)
that, for the purpose of determining  any liability  under the Securities Act of
1933,  each  such  post-effective   amendment  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide  offering  thereof;  and (c) to  remove  from  registration  by  means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the Plan.

       (2) The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to  Section 13(a)  or  Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee   benefit  plan's  annual  report  pursuant  to  section 15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (3) The undersigned  registrant  hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report to  security-holders  that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3  under the Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,  to deliver,  or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

       (4)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of South San Francisco,  State of California, on July 20,
1995.

                                   IMATRON INC.



                                   By:  /s/ S. Lewis Meyer
                                        -----------------------
                                        S. Lewis Meyer, 
                                        President and Chief Executive Officer





                               POWER OF ATTORNEY
                               -----------------


       KNOW ALL  PERSONS BY THESE  PRESENTS,  that each person  whose  signature
appears  below  constitutes  and  appoints S. Lewis Meyer as his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing  requisite  and  necessary to be done in connection
therewith,  as  fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

<PAGE>

       Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

    Signature                     Title                         Date
- ------------------       --------------------------        ------------------
                                
/s/ Douglas P. Boyd
- ---------------------
(Douglas P. Boyd)        Chairman of the Board               July 19, 1995


/s/ S. Lewis Meyer
- ---------------------
(S. Lewis Meyer)         President, Chief Executive          July 19, 1995
                         Officer, Director


/s/ Gary Brooks
- ---------------------
(Gary Brooks)            Chief Financial Officer,            July 19, 1995
                         Secretary


- ---------------------
(Ugo Busatti)            Director                                         


/s/ John L. Couch
- ---------------------
(John L. Couch)          Director                            July 19, 1995


/s/ Terry Ross
- ---------------------
(Terry Ross)             Director                            July 19, 1995


/s/ Aldo Test
- ---------------------
(Aldo Test)              Director                            July 19, 1995


- ---------------------
(Giovanni Lanzara)       Director                                         


<PAGE>

                            INDEX TO EXHIBITS



        Exhibit
        Number 
        -------

         4.1     Certificate of Incorporation, as amended to date.*

         4.2     Bylaws, as amended to date.*

         5.1     Opinion of Severson & Werson

         24.1    Consent of Independent Auditors.

         24.2    Consent of Severson & Werson is contained in 
                 Exhibit 5.1 to this Registration Statement.

         25.1    Power of Attorney is contained on the signature pages.

         28.1    Registrant's 1993 Stock Option Plan, as amended.




         ------------------------------
         * Previously filed as an exhibit and incorporated herein by reference.

<PAGE>

                                  EXHIBIT 5.1
                                  -----------

                               Severson & Werson
                           A professional Corporation
                                Attorneys at Law
                             One Embarcadero Center
                        San Francisco, California 94111
                                 (415) 398-3344


ROGER S. MERTZ

                                 July 17, 1995



Imatron Inc.
389 Oyster Point Blvd.
South San Francisco, CA 94080

Gentlemen:

       You have  requested  our  opinion  with  respect  to  certain  matters in
connection  with the filing by Imatron Inc. (the  "Company")  of a  Registration
Statement on Form S-8 (the  "Registration  Statement")  with the  Securities and
Exchange  Commission  covering  the  offering of up to an  additional  2,500,000
shares of the  Company's  Common Stock (the  "Shares")  for a total of 5,500,000
shares pursuant to the Company's 1993 Stock Option Plan (the "Plan").

       In  connection  with this  opinion,  we have examined and relied upon the
initial and the additional  Registration  Statement and related Prospectus,  the
Plan  and the  form of  agreements  to be  executed  thereunder,  the  Company's
Certificate of  Incorporation  and Bylaws,  as amended,  and such other records,
documents, certificates,  memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion  expressed below. We
have assumed the genuineness and  authenticity of all documents  submitted to us
as originals,  the  conformity to originals of all documents  submitted to us as
copies  thereof,  and the due execution and delivery of all documents  where due
execution and delivery are a prerequisite to the effectiveness thereof.

       We do not hold  ourselves  out as experts in the laws of the State of New
Jersey and our  opinion is based  solely on a review of the New Jersey  Business
Corporation Act, as reported in unofficial compilations.

       On the basis of the  foregoing,  and in reliance  thereon,  we are of the
opinion  that the Shares of Common  Stock of the  Company to be issued  upon the
exercise of the Options are validly authorized and, assuming:  (a) the Shares of
Common Stock issuable will be validly  authorized on the dates of exercise;  (b)
on the dates of exercise, the Options will have been duly executed,  issued, and
delivered,  will  constitute the legal,  valid,  and binding  obligations of the
Company, and will (subject to applicable bankruptcy,  insolvency, and other laws
affecting the  enforceability  of creditors' rights generally) be enforceable as
to the Company in accordance  with their terms and the terms of the Plan; (c) no
change  occurs  in the  applicable  law or the  pertinent  facts  when;  (d) the
pertinent  provisions of such blue-sky and securities  laws as may be applicable
have been complied  with;  and (e) the Options are exercised in accordance  with
their terms and the terms of the Plan,  the Shares of Common Stock issuable will
be validly issued, fully paid and nonassessable.

<PAGE>


       This  opinion is intended  solely for your  benefit and is not to be made
available to or be relied upon by any other person,  firm or entity  without our
prior written consent.

       We  consent  to  the  filing  of  this  opinion  as  an  exhibit  to  the
Registration Statement.


                                   SEVERSON & WERSON
                                   A Professional Corporation


                                   By:  /s/ Roger S. Mertz
                                        -----------------------
                                        Roger S. Mertz

<PAGE>

                                  EXHIBIT 24.1
                                  ------------



                        CONSENT OF INDEPENDENT AUDITORS



       We  consent  to the  incorporation  by  reference,  in  the  Registration
Statement on Form S-8 and related  materials  pertaining to the amendment to the
Imatron  Inc.  1993 Stock Option  Plan,  of our report dated  February 17, 1995,
except  for Note 11 as to which the date is April 4, 1995,  with  respect to the
financial statements and schedules of Imatron Inc. included in its Annual Report
on Form 10-K for the year ended December 31, 1994, filed with the Securities and
Exchange Commission.



                                   By:  /s/ Ernst & Young
                                        -----------------------
                                        Ernst & Young
                                        San Francisco, California
                                        July 19, 1995

<PAGE>

                                  EXHIBIT 28.1
                                  ------------


                                                Initially adopted by Board
                                                      of Directors 4/23/93
                                                Approved by shareholders 6/23/95
                                                Amendment adopted by Board
                                                      of Directors  2/9/95
                                                Approved by shareholders 6/2/95


                                  IMATRON INC.
                             1993 STOCK OPTION PLAN

       1. Purpose and Scope

       The purposes of this plan are to induce  persons of  outstanding  ability
and potential to join and remain with Imatron Inc. (the  "Company"),  to provide
an incentive  for such  employees  as well as for  non-employee  consultants  to
expand and improve the profits and  prosperity  of the Company by enabling  such
persons to acquire  proprietary  interests  in the  Company,  and to attract and
retain key  personnel  through  the grant of Options to  purchase  shares of the
Company's  common  stock.  As used  herein,  the  term  "Option"  includes  both
Incentive Stock Options and Nonqualified Stock Options.

       2. Definitions

       Each term set forth in this  Section 2 shall have the  meaning  set forth
opposite  such term for  purposes  of this Plan  unless  the  context  otherwise
requires,  and for the purposes of such definitions,  the singular shall include
the plural and the plural shall include the singular:

       (a)  "Affiliate"   shall  mean  any  parent   corporation  or  subsidiary
corporation of the Company as those terms are defined in Sections 424(e) and (f)
respectively of the Internal Revenue Code of 1986, as amended.

       (b) "Board" shall mean the Board of Directors of the Company.

       (c) "Committee"  shall mean the Stock Option Plan Committee  appointed by
the Board, which shall be comprised of at least three members of the Board, each
of whom  shall  be a  "disinterested  person"  as  defined  in Rule  16b-3(d)(3)
promulgated under the 1934 Act, as amended.

       (d) "Company" shall mean Imatron Inc., a New Jersey corporation.

       (e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

       (f) "Fair  Market  Value"  for a share of Stock  means the price that the
Committee  acting in good faith  determines,  through any  reasonable  valuation
method  (including  but not  limited  to  reference  to prices  existing  in any
established  market in which the  Stock is  traded),  to be the price at which a
share of Stock might change hands between a willing buyer and a willing  seller,
neither being under any compulsion to buy or to sell and both having  reasonable
knowledge of the relevant facts.

<PAGE>

       (g) "Option" shall mean a right to purchase Stock granted pursuant to the
Plan.

       (h)  "Option  Price"  shall mean the  purchase  price for Stock  under an
Option, as determined in Sections 7 and 8 below.

       (i)  "Participant"  shall mean an employee or non-employee  consultant to
the Company to whom an Option is granted under the Plan.

       (j) "Plan" shall mean this Imatron Inc. 1993 Stock Option Plan.

       (k) "Stock" shall mean the no par value common stock of the Company.

       (l) "1934 Act" means the Securities Exchange Act of 1934, as amended.

       3. Administration

       The Plan  shall be  administered  by the  Committee.  Two  members of the
Committee  shall  constitute  a quorum  for the  transaction  of  business.  The
Committee  shall  have full  authority  in its  discretion,  subject  to and not
inconsistent  with the express  provisions  of the Plan,  to grant  Options,  to
determine the Option Price and term of each Option, the persons to whom, and the
time or times at which,  Options  shall be  granted  and the number of shares of
Stock to be covered by each Option; to interpret the Plan; to prescribe,  amend,
and rescind rules and  regulations  relating to the Plan; to determine the terms
and provisions of the option  agreements  (which need not be identical)  entered
into  connection with the grant of Options under the Plan; and to make all other
determinations deemed necessary or advisable for the administration of the Plan.
The  Committee  may  delegate to one or more of its  members,  or to one or more
agents, such administrative  duties as it may deem advisable,  and the Committee
or any person to whom it has  delegated  duties as  aforesaid  may employ one or
more persons to render advice with respect to any  responsibility  the Committee
or such  person may have under the Plan.  The  Committee  may employ  attorneys,
consultants,  accountants, or other persons, and the Committee shall be entitled
to rely upon the advice,  opinions,  or valuations of such persons.  All actions
taken and all  interpretations  and determinations made by the Committee in good
faith shall be final and binding upon all  Participants,  the  Company,  and all
other interested  persons. No member of the Committee shall be personally liable
for any action, determination, or interpretation made in good faith with respect
to the Plan;  and all members of the Committee  shall be fully  protected by the
Company in respect of any such action, determination, or interpretation.

       4. Shares Subject to the Plan

       Subject to adjustment under the provisions of Section 14 of the Plan, the
maximum number of shares of Stock that may be optioned or sold under the Plan is
5.5 million.  Such shares may be authorized but unissued  shares of Stock of the
Company,  or  issued  shares  of Stock  reacquired  by the  Company,  or  shares
purchased in the open market expressly for use under the Plan. If for any reason
any shares of Stock as to which an Option has been  granted  cease to be subject
to purchase  thereunder,  then (unless the Plan shall have been terminated) such
shares  shall  become  available  for  subsequent  awards under this Plan in the
discretion of the Committee.  The Company shall,  at all times while the Plan is
in force,  reserve such number of common shares as will be sufficient to satisfy
the requirements of all outstanding Options granted under the Plan.

<PAGE>

       5. Eligibility; Factors to be considered in Granting Options

       a.  Options  may  be  granted  to  (i)  any  regular  full-time  employee
(including officers and directors) of either the Company or any affiliate of the
Company and (ii) any non-employee consultant of the Company.

       b. In  determining  to whom  options  shall be granted  and the number of
shares of Stock to be  covered by each  Option,  the  Committee  shall take into
account  the  nature the  participants'  duties,  their  present  and  potential
contributions to the success of the Company,  and such other factors as it shall
deem relevant in connection  with  accomplishing  the purposes of the Plan.  The
Committee shall also determine the time(s) of grant, the type and term of Option
granted,  and the time(s) of exercise,  in whole or part. A Participant  who has
been granted an Option  under the Plan may be granted new Options,  which may be
in addition to prior  Options  granted  under the Plan or may be in exchange for
the surrender and  cancellation of prior Options having a higher or lower option
price and containing such other terms as the Committee may deem appropriate.

       6. Terms and Conditions of Options

       Options granted pursuant to the Plan shall be authorized by the Committee
and shall be evidenced by agreements  ("Option  Agreements") in such form as the
Committee from time to time shall approve.  Such Option  Agreements shall comply
with and be subject to the  following  general terms and  conditions,  and shall
also  comply  with and be subject  to the  provisions  of Section 7 relating  to
Incentive Stock Options or Section 8 relating to Non-qualified Stock Options, as
applicable, as well as such other terms and conditions as set forth in this Plan
and as the Committee may deem desirable, not inconsistent with the Plan.

       a. Employment Agreement. The Committee may, in its discretion, include in
any Option granted under the Plan a condition that the  Participant  shall agree
to remain in the employ of,  and/or to render  services  to, the  Company  for a
period of time (specified in the Option Agreement) following the date the Option
is  granted.  No such  Option  Agreement  shall  impose  upon  the  Company  any
obligation to employ and/or retain the Participant for any period of time.

       b. Manner of  Exercise.  A  Participant  may exercise an option by giving
written  notice  of  such  exercise  to the  Company  at its  principal  office,
attention  to the  Secretary,  and paying the Option Price either (i) in cash in
full at the time of exercise, or (ii) in the discretion of the Committee:

       (A) by delivery of other common stock of the Company,

       (B) by an approved deferred payment schedule or other arrangement,  which
arrangement  shall be  contained  in writing in the Option  Agreement,  in which
event an  interest  rate  will be  stated  which is not less  than the rate then
specified which will present any imputation of higher interest under Section 483
of the Code, or

       (C) in any other form of legal consideration  acceptable to the Committee
at the time of grant or exercise.

       c. Time of  exercise.  Promptly  after the  exercise of an Option and the
payment of the Option price,  either in full or pursuant to the approved payment
schedule,  the  Participant  shall  be  entitled  to  the  issuance  of a  stock
certificate evidencing ownership of the appropriate number of shares of Stock. A

<PAGE>

Participant  shall have none of the  rights of a  shareholder  until  shares are
issued to him/her,  and no adjustment will be made for dividends or other rights
for which the record date has occurred prior to the date such stock  certificate
is issued.

       d. Number of shares.  Each Option  shall state the total number of shares
of Stock to which it pertains.

       e. Option Period and  Limitations on Exercise.  The Committee may, in its
discretion, provide that an Option may not be exercised in whole or part for any
period(s) of time  specified in the Option  Agreement,  except that the right to
exercise  must be at the rate of at least 20% per year over five  years from the
date the Option is granted.  Unless otherwise  approved by the Committee and set
forth  in the  Option  Agreement,  each  Option  granted  under  the Plan may be
exercised for 20% on the first  anniversary of the grant,  and an additional 20%
for the next four anniversaries. No Option may be exercised after the expiration
of ten years from the Grant Date. No Option may be exercised as to less than one
hundred  (100) shares at any one time, or the  remaining  shares  covered by the
Option if less than one hundred (100).

       7. Incentive Stock Options

       The Committee may grant Incentive  Stock Options  ("ISOs") which meet the
requirements of Section 422 of the Code, as amended from time to time.

       a.  ISOs  may  be  granted  only  to  employees  of  the  Company  or its
affiliates.

       b. Each ISO granted  under the Plan must be granted  within 10 years from
the date the Plan is adopted or is approved by the  shareholders of the Company,
whichever is earlier.

       c. The purchase price shall not be less than the fair market value of the
common shares at the time of grant, except that the purchase price shall be 110%
of the fair  market  value in the case of any person  who owns stock  possessing
more than 10% of the total combined  voting power of all classes of stock of the
Company or its affiliates at the time of grant.

       d. No ISO granted under the Plan shall be exercisable  more than 10 years
from the date of grant,  except  that in the case of any  person  who owns stock
possessing  more than 10% of the total  combined  voting power of all classes of
stock of the  Company or its  affiliates  at the time of grant,  no ISO shall be
exercisable more than five years from the date of grant.

       e.  To  the  extent  that  the  aggregate  fair  market  value  of  stock
(determined at the time of grant) with respect to which ISOs are exercisable for
the first time by any individual during any calendar year under all plans of the
Company and its subsidiaries exceeds $100,000,  such options shall be treated as
nonqualified stock options, but only to the extent of such excess.  Should it be
determined  that an entire  option or any portion  thereof  does not qualify for
treatment  as an ISO by  reason  of  exceeding  such  maximum,  or for any other
reason, such option or portion shall be considered a nonqualified stock option.

       8. Nonqualified Stock Options.

       The Committee may grant  Nonqualified  Stock Options  ("NSOs")  under the

<PAGE>

Plan in addition to or in lieu of Incentive Stock Options. NSOs are not intended
to meet the requirements of Section 422 of the Code, and shall be subject to the
following terms and conditions:

       a. NSOs may be granted to any eligible Participant.

       b. The purchase  price of the shares shall be determined by the Committee
in its absolute  discretion,  but in no event shall such purchase  price be less
than 85% of the fair  market  value of the  shares at the time of grant.  In the
case of any person who owns stock possessing more than 10% of the total combined
voting  power of all  classes of stock of the Company or its  affiliates  at the
time of grant, the price shall be 110% of the fair market value.

       c. NSOs  shall not be  exercisable  more than ten years  from the date of
grant.

       9. Transferability

       Options granted under this Plan shall not be  transferable  other than by
will or by the laws of descent and distribution, and during a Participant's life
shall be exercisable only by such  Participant.  Options granted under this Plan
shall not be subject to execution, attachment or other process.

       10. Termination of Employment

       Options held by employees,  including  directors,  shall  terminate three
months after termination of employment with the Company or affiliate, unless:

       a. If  termination  is due to employee's  permanent and total  disability
within the meaning of Section  22(e)(3) of the Code, the Option may be exercised
at any time within one year following termination.

       b. The Option  Agreement by its terms  specifies that it shall  terminate
sooner or later than three  months.  If the Option may be  exercised  later than
three months following  termination,  any portion  exercised beyond three months
shall be a nonqualified  stock option.  This paragraph shall not be construed to
extend the term of any Option nor to permit  anyone to exercise the Option after
expiration of its term.

       c. Options granted under this Plan shall not be affected by any change of
duties or position of the  Participant so long as participant  continues to be a
regular,  full-time  employee  of the  Company.  Any  Option,  or any  rules and
regulations  relating to the Plan, may contain such  provisions as the Committee
shall  approve  with  reference  to the  determination  of the  date  employment
terminates.  Nothing in the Plan or in any Option  granted  pursuant to the Plan
shall  confer  upon any  Participant  any right to continue in the employ of the
Company or shall interfere in any way with the right of the Company to terminate
such employment at its will at any time.

       11. Rights in the Event of Death

       If an employee dies while  employed by the Company or within three months
of termination of such employment,  the Option may be exercised within 18 months
of the employee's  death by the executors,  administrators,  legatee or heirs of
the estate.

<PAGE>

       12. Leaves of Absence

       For purposes of the Plan,  an employee on approved  leave of absence from
the Company  shall be  considered  as currently  employed for 90 days  following
beginning  the  leave  or for so  long  as  his/her  right  to  reemployment  is
guaranteed by statute or contract, whichever is longer.

       13. No Obligations to Exercise

       The granting of an Option imposes no obligation  upon the  Participant to
exercise such Option.

       14. Effect of Change in Stock Subject to Plan

       a. In the event that outstanding  common shares are hereafter  changed by
reason   of    reorganization,    merger,    consolidation,    recapitalization,
reclassification,  stock split,  combination of shares,  stock dividends and the
like,  the  Committee  shall make  adjustments  as it deems  appropriate  in the
aggregate  number of shares  available  under the Plan and the  number and price
subject to outstanding  option. Any adjustments shall apply  proportionately and
only to the unexercised portion of options granted.

       b. In the event the Company  dissolves or liquidates  and another  entity
succeeds to its assets,  or in the event of a merger or  consolidation  in which
the Company is not the surviving  entity, or in the event of a reverse merger in
which the Company survives but its common stock immediately preceding the merger
is converted into other property by virtue of the merger, then the options shall
accelerate  and become  exercisable  immediately  prior to such  dissolution  or
liquidation or merger or consolidation,  unless the surviving entity assumes the
outstanding Options or substitutes similar Options for those outstanding.

       15. Agreement and Representation of Employees

       a.  Acquiring  stock  for  investment  purposes.  As a  condition  to the
exercise of any Option,  the  Company  may  require the person  exercising  such
Option to represent  and warrant at the time of such exercise that any shares of
Stock  acquired at exercise are being  acquired only for  investment and without
any present  intention to sell or  distribute  such shares if, in the opinion of
Company's  counsel,  such  representation  is  required or  desirable  under the
Securities Act of 1933 or any other applicable law,  regulation,  or rule of any
governmental agency.

       b. Withholding.  With respect to the exercise of any Option granted under
this Plan,  each  Participant  shall  fully and  completely  consent to whatever
action the  Committee  directs to satisfy the federal and state tax  withholding
requirements,  if any, which the Committee in its discretion deems applicable to
such exercise.

       c.  Delivery.  The Company is not  obligated to deliver any common shares
until there has been qualification under or compliance with all state or federal
laws, rules and regulations deemed appropriate by the Company.  The Company will
use all reasonable efforts to obtain such qualification and compliance.

       16. Amendment and Termination of Plan

       The Board, by resolution,  may terminate,  amend, or revise the Plan with
respect  to any  shares  as to which  Options  have not been  granted;  Provided

<PAGE>

however,  that any amendment  that would:  (a) increase the aggregate  number of
shares  of common  stock  that may be issued  under  the  Plan,  (b)  materially
increase the benefits  accruing to  Participants,  or (c) materially  modify the
requirements as to eligibility for  participation  in the Plan, shall be subject
to  shareholder  approval  within 12  months  before  or after  adoption.  It is
expressly  contemplated  that  the  Board  may  amend  the  Plan in any  respect
necessary to provide employees with the maximum benefits  available under and/or
to satisfy the  requirements  of or amendments to Section 422 of the Code and/or
Rule 16b-3 of the 1934 Act.

       No termination,  modification or amendment of the Plan may however, alter
or impair the rights  conferred  by an Option  previously  granted  without  the
consent of the individual to whom the Option was previously granted.

       Unless sooner terminated, the Plan shall remain in effect for a period of
ten years from the date of the Plan's adoption by the Board.  Termination of the
Plan shall not effect any Option previously granted.

       17. Use of Proceeds

       The proceeds  from the sale of shares  pursuant to Options  granted under
the Plan shall constitute general funds of the Company.

       18. Effective Date of Plan

       The  Effective  Date of this Plan is February 24,  1993,  the date it was
adopted by the Board, provided the shareholders of the Company approve this Plan
within twelve (12) months after such effective  date. Any Options  granted under
this  Plan  prior to the date of  shareholder  approval  shall be  deemed  to be
granted subject to such approval.  Should  shareholder  approval not be obtained
within  twelve (12) months,  any Options  granted  pursuant to the Plan shall be
null and void.

       19. Indemnification of Committee

       In addition to such other rights of  indemnification as they may have and
subject to limitations of applicable  law, the members of the Committee shall be
indemnified by the Company against all costs and expenses reasonably incurred by
them in connection  with any action,  suit or proceeding to which they or any of
them may be a party by reason of any action  taken or failure to act under or in
connection  with the Plan or any  rights  granted  thereunder  and  against  all
amounts paid to them in settlement  thereof or paid by them in satisfaction of a
judgment of any such action, suit or proceeding, the Committee member or members
shall notify the Company in writing,  giving the Company an  opportunity  at its
own cost to defend the same before such Committee member or members undertake to
defend the same on their own behalf.

       20. Governing Law

       The Plan shall be governed by, and all questions arising hereunder, shall
be determined  in  accordance  with the laws of State of California as such laws
are applied to agreements  between  California  residents entered into and to be
performed entirely within California.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 48889}]
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As filed with the Securities and Exchange Commission on July 20, 1995.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

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

            New Jersey                          94-2880078
     ------------------------     ---------------------------------------
     (State of Incorporation)     (I.R.S. Employer Identification Number)

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

                      IMATRON INC. 1993 STOCK OPTION PLAN
                      -----------------------------------
                            (Full Title of the Plan)

                                 S. Lewis Meyer
                                   President
                                  Imatron Inc.
                           389 Oyster Point Boulevard
                     South San Francisco, California 94080
                                 (415) 583-9964
          ------------------------------------------------------------
          (Name and Address and Telephone Number of Agent for Service)

                                   Copies to:
                              Roger S. Mertz, Esq.
                               Severson & Werson
                       One Embarcadero Center, 26th Floor
                        San Francisco, California 94111
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------

                                   Proposed          Proposed
                                   Maximum           Maximum
Title of           Additional      Offering          Aggregate       Amount of  
Securities to      Amount to be    Price Per         Offering       Registration
be Registered      Registered      Share (1)         Price (1)          Fee     

Common Stock       2,500,000(2)      $0.81           $2,025,000       $698.28
Underlying Options

- -----------------------

(1)    Estimated  pursuant to Rule 457(b) solely for the purpose of  calculating
       the amount of the  registration  fee, based upon the closing price of the
       Common Stock on July 19, 1995 as reported by NASDAQ.

(2)    These  securities  are of the same  class and in  addition  to  3,000,000
       shares of common stock  previously  issuable  pursuant to the exercise of
       stock  options  initially  available  to be granted  under the 1993 Stock
       Option Plan and previously registered pursuant to Registration  Statement
       No. 33-66992.  The total number of options now issuable under the Amended
       1993 Stock Option Plan is 5,500,000 options.
Prospectus
                                 --------------

                                  IMATRON INC.

                                5,500,000 Shares
                              No Par Common Stock

                      IMATRON INC. 1993 STOCK OPTION PLAN

                              Dated July 20, 1995
ADDITIONAL INFORMATION

       Imatron Inc.  ("Imatron"  or the  "Company")  is subject to the reporting
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance  therewith files reports and other information with the
Securities and Exchange  Commission (the  "Commission").  Such reports and other
information filed by the Company can be inspected and copied at public reference
facilities of the  Commission  located at Room 1024,  Judiciary  Plaza,  450 5th
Street,  N.W.,  Washington,  D.C. 20549;  Room 1204,  Everett  McKinley  Dirksen
Building,  219 South  Dearborn Street,  Chicago,  Illinois 60604; and Room 1102,
26 Federal Plaza, New York, New York 10007.  Copies of such material can also be
obtained from the Public Reference Section of the Commission,  Washington,  D.C.
20549 at prescribed rates.

       The  Company  has  filed  with  the  Commission,   Washington,   D.C.,  a
Registration  Statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities  Act'), with respect to the Common Stock offered by this Prospectus.
This  Prospectus  does  not  contain  all  the  information  set  forth  in  the
Registration Statement.  For further information with respect to the Company and
the securities offered by this Prospectus, reference is made to the Registration
Statement,  including the exhibits and schedules  filed  therewith.  The Company
will provide without charge to each person to whom this Prospectus is delivered,
upon  written  or  oral  request  of such  person,  a copy of any and all of the
information  that  has  been  incorporated  by  reference  in  the  Registration
Statement  filed  with the  Commission  under  the  Securities  Act of 1933,  as
amended,  with  respect to the Common  Stock  offered by this  Prospectus.  Such
requests should be directed to Mr. Gary Brooks, Vice President Finance and Chief
Financial  Officer,   Imatron  Inc.,  389 Oyster  Point  Boulevard,   South  San
Francisco, California 94080, (415) 583-9964.

       Certain  information  concerning the Company's 1993 Stock Option Plan may
be contained in the Company's Annual Reports to Shareholders, its Annual Reports
on Form 10-K,  its definitive  Proxy  Statements filed pursuant to Section 14 of
the Exchange Act or in revised Appendices to this Prospectus.

                                  INTRODUCTION

       This Prospectus  covers  5,500,000 shares of Common Stock of Imatron Inc.
which are offered for sale to employees  and  consultants  who hold or will hold
options to purchase shares of Common Stock granted or to be granted by the Board
of  Directors  of the  Company  under its 1993 Stock  Option Plan (the "Plan" or
"1993  Plan").  The terms  and  conditions  of the offer and sale of the  Common
Stock, including the prices of the shares, are governed by the provisions of the
Plan and the  agreements  thereunder  between the Company and the  participating
employees.
THE COMPANY

       Imatron  Inc.,  a New  Jersey  corporation  incorporated  in  1983,  is a
technology-based  company  principally  engaged in the  business  of  designing,
manufacturing and marketing a high performance  computed tomography (CT) scanner
that uses a scanning  electron  beam. The scanner is used in large and mid-sized
hospitals and free standing imaging clinics.  The Company also provides service,
parts and maintenance to hospitals and clinics that operate its scanners.

       The Company is also engaged in performing  research and  development  for
others in the field of CT devices and  licensing its patents and know-how in the
fields  of  imaging   sciences.   The  Company  holds  a  3%  interest  InVision
Technologies,  Inc. (formerly Imatron Industrial Products,  Inc.), a corporation
organized  in 1990 to  engage  in the  development  of an  explosives  detection
scanner and to which Imatron has licensed certain of its technology.

       In addition,  the Company is engaged through its wholly owned  subsidiary
HeartScan  Imaging Inc.  ("HeartScan")  in the  operation  of coronary  scanning
clinics  around  the  county.  HeartScan  was  organized  in 1993 and  currently
operates two clinics in  California  and  Washington  and is scheduled to open a
third in Texas during 1995.

       The  Company's   principal  offices  are  located  at  389  Oyster  Point
Boulevard,  South San Francisco,  California  94080 and its telephone  number at
this location is (415) 583-9964.

                                    THE PLAN

                                    General

       The Board of Directors adopted the 1993 Stock Option Plan on February 24,
1993 and the  shareholders  approved  the Plan on  June 23,  1993.  The Plan was
amended  by the Board on  February  9,  1995 to  increase  the  number of shares
available  for  issuance  under  the Plan  from  3,000,000  to  5,500,000.  This
amendment was approved by the shareholders on June 2, 1995.  Options to purchase
3,320,608 shares of common stock have been granted since the Company  instituted
the Plan.  The 1993 Plan  provides  for the  granting  of two types of  options:
"incentive stock options" and "nonqualified  stock options." The incentive stock
options only are intended to qualify as "incentive  stock options" as defined in
Section 422 of the Internal  Revenue Code of 1986, as amended.  The 1993 Plan is
not  qualified  under  Section 401(a)  of the  Internal  Revenue  Code nor is it
subject to the provisions of ERISA.

       The  contents  of   Registration   Statement   No.   33-66992  are  fully
incorporated herein by reference, except as specifically provided herein.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents filed with the Commission are incorporated herein
by reference:
(a) The Company's  latest annual  report on Form 10-K  filed  pursuant to
Section 13 or 15(d) of the Exchange Act or its latest  prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act, which contains,  either directly
or by incorporation by reference, audited financial statements for the Company's
latest fiscal year for which such statements have been filed.

       (b) All  other  reports  filed  pursuant  to  Section 13  or 15(d) of the
Exchange  Act since the end of the fiscal year  covered by the annual  report or
the prospectus referred to in (a) above.

       (c) The  description  of the Company's  Common Stock that is contained in
its Form 8  Registration  Statement (or incorporated by reference therein) filed
under the Exchange Act,  including any amendment or report filed for the purpose
of updating such description.

       (d) The Company's definitive proxy statement or information statement, if
any,  filed  pursuant to Section 14  of the Exchange Act in connection  with the
latest  annual  meeting  of  its  stockholders,  and  any  definitive  proxy  or
information  statements so filed in connection  with any subsequent  meetings of
its stockholders, excluding the Board Compensation Committee Report on Executive
Compensation  and the  Performance  Graph  required  by terms  402(k) and (l) of
Regulation S-K.

       (e)  Information as to stock options,  including the amount  outstanding,
exercises,  prices and expiration  dates,  included in the Company's  definitive
proxy statement  described in (d) above and which will be included in the future
either in the Company's proxy  statements,  annual reports or appendices to this
Prospectus.

       (f) All reports  and other  documents  subsequently  filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which  deregisters all securities then remaining unsold
shall be deemed to be incorporated  by reference  herein and to be a part hereof
from the date of the filing of such reports and documents.

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

       Under Section 14A:3-5 of the New Jersey Business  Corporation Act and the
Company's  Bylaws,  the  Company has broad  powers to  indemnify  directors  and
officers against liabilities which they may incur in such capacities,  including
liability  arising under the Securities  Act. In addition,  the Company may from
time to time  maintain  insurance to indemnify  its  directors and officers from
certain liabilities, including liabilities arising under the Securities Act.

       Insofar as indemnification  for liabilities  arising under the Securities
Act may be permitted to directors,  officers or persons  controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is, therefore, unenforceable.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3   Incorporation of Documents by Reference

         See "Incorporation of Certain Documents by Reference."

Item 6.  Indemnification of Directors and Officers

         See "Disclosure of Commission Position on Indemnification 
         for Securities Act Liabilities."

Item 8.  Exhibits

         4.1      Certificate of Incorporation, as amended to date. (1)

         4.2      Bylaws, as amended to date. (2)

         5.1      Opinion of Severson & Werson.

         24.1     Consent of Independent Auditors.

         24.2     Consent of Severson & Werson is contained in Exhibit 5.1 to
                  this  Registration Statement.

         25.1     Power of Attorney is contained on the signature pages.

         28.1     Registrant's 1993 Stock Option Plan as amended.

- -----------------------

(1)    Filed as exhibits to the Company's Form S-1  Registration  Statement File
       No. 2-84146,  Form S-8 Registration  Statement File No. 33-26833,  Annual
       Report on Form 10-K for the fiscal year ended  December 31, 1990 and Form
       S-8 Registration  Statement File No. 33-40391 and incorporated  herein by
       reference.

(2)    Filed as an exhibit to Post-Effective Amendment Number 1 to the Company's
       Registration  Statement on Form S-3 filed with the  Commission  on May 5,
       1992 (File No. 33-32218) and incorporated herein by reference.
Item 9.  Undertakings

       (1) The undersigned  registrant hereby undertakes (a) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this registration  statement to include any material information with respect to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such  information in the registration  statement;  (b)
that, for the purpose of determining  any liability  under the Securities Act of
1933,  each  such  post-effective   amendment  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide  offering  thereof;  and (c) to  remove  from  registration  by  means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the Plan.

       (2) The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to  Section 13(a)  or  Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee   benefit  plan's  annual  report  pursuant  to  section 15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (3) The undersigned  registrant  hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report to  security-holders  that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3  under the Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,  to deliver,  or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

       (4)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of South San Francisco,  State of California, on July 20,
1995.

                                   IMATRON INC.

                                   By:  /s/ S. Lewis Meyer
                                        -----------------------
                                        S. Lewis Meyer, 
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY
                               -----------------

       KNOW ALL  PERSONS BY THESE  PRESENTS,  that each person  whose  signature
appears  below  constitutes  and  appoints S. Lewis Meyer as his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing  requisite  and  necessary to be done in connection
therewith,  as  fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.
Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

    Signature                     Title                         Date
- ------------------       --------------------------        ------------------
                                
/s/ Douglas P. Boyd
- ---------------------
(Douglas P. Boyd)        Chairman of the Board               July 19, 1995

/s/ S. Lewis Meyer
- ---------------------
(S. Lewis Meyer)         President, Chief Executive          July 19, 1995
                         Officer, Director

/s/ Gary Brooks
- ---------------------
(Gary Brooks)            Chief Financial Officer,            July 19, 1995
                         Secretary

- ---------------------
(Ugo Busatti)            Director                                         

/s/ John L. Couch
- ---------------------
(John L. Couch)          Director                            July 19, 1995

/s/ Terry Ross
- ---------------------
(Terry Ross)             Director                            July 19, 1995

/s/ Aldo Test
- ---------------------
(Aldo Test)              Director                            July 19, 1995

- ---------------------
(Giovanni Lanzara)       Director
INDEX TO EXHIBITS

        Exhibit
        Number 
        -------

         4.1     Certificate of Incorporation, as amended to date.*

         4.2     Bylaws, as amended to date.*

         5.1     Opinion of Severson & Werson

         24.1    Consent of Independent Auditors.

         24.2    Consent of Severson & Werson is contained in 
                 Exhibit 5.1 to this Registration Statement.

         25.1    Power of Attorney is contained on the signature pages.

         28.1    Registrant's 1993 Stock Option Plan, as amended.

         ------------------------------
         * Previously filed as an exhibit and incorporated herein by reference.
EXHIBIT 5.1
                                  -----------

                               Severson & Werson
                           A professional Corporation
                                Attorneys at Law
                             One Embarcadero Center
                        San Francisco, California 94111
                                 (415) 398-3344

ROGER S. MERTZ

                                 July 17, 1995

Imatron Inc.
389 Oyster Point Blvd.
South San Francisco, CA 94080

Gentlemen:

       You have  requested  our  opinion  with  respect  to  certain  matters in
connection  with the filing by Imatron Inc. (the  "Company")  of a  Registration
Statement on Form S-8 (the  "Registration  Statement")  with the  Securities and
Exchange  Commission  covering  the  offering of up to an  additional  2,500,000
shares of the  Company's  Common Stock (the  "Shares")  for a total of 5,500,000
shares pursuant to the Company's 1993 Stock Option Plan (the "Plan").

       In  connection  with this  opinion,  we have examined and relied upon the
initial and the additional  Registration  Statement and related Prospectus,  the
Plan  and the  form of  agreements  to be  executed  thereunder,  the  Company's
Certificate of  Incorporation  and Bylaws,  as amended,  and such other records,
documents, certificates,  memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion  expressed below. We
have assumed the genuineness and  authenticity of all documents  submitted to us
as originals,  the  conformity to originals of all documents  submitted to us as
copies  thereof,  and the due execution and delivery of all documents  where due
execution and delivery are a prerequisite to the effectiveness thereof.

       We do not hold  ourselves  out as experts in the laws of the State of New
Jersey and our  opinion is based  solely on a review of the New Jersey  Business
Corporation Act, as reported in unofficial compilations.

       On the basis of the  foregoing,  and in reliance  thereon,  we are of the
opinion  that the Shares of Common  Stock of the  Company to be issued  upon the
exercise of the Options are validly authorized and, assuming:  (a) the Shares of
Common Stock issuable will be validly  authorized on the dates of exercise;  (b)
on the dates of exercise, the Options will have been duly executed,  issued, and
delivered,  will  constitute the legal,  valid,  and binding  obligations of the
Company, and will (subject to applicable bankruptcy,  insolvency, and other laws
affecting the  enforceability  of creditors' rights generally) be enforceable as
to the Company in accordance  with their terms and the terms of the Plan; (c) no
change  occurs  in the  applicable  law or the  pertinent  facts  when;  (d) the
pertinent  provisions of such blue-sky and securities  laws as may be applicable
have been complied  with;  and (e) the Options are exercised in accordance  with
their terms and the terms of the Plan,  the Shares of Common Stock issuable will
be validly issued, fully paid and nonassessable.
This  opinion is intended  solely for your  benefit and is not to be made
available to or be relied upon by any other person,  firm or entity  without our
prior written consent.

       We  consent  to  the  filing  of  this  opinion  as  an  exhibit  to  the
Registration Statement.

                                   SEVERSON & WERSON
                                   A Professional Corporation

                                   By:  /s/ Roger S. Mertz
                                        -----------------------
                                        Roger S. Mertz
EXHIBIT 24.1
                                  ------------

                        CONSENT OF INDEPENDENT AUDITORS

       We  consent  to the  incorporation  by  reference,  in  the  Registration
Statement on Form S-8 and related  materials  pertaining to the amendment to the
Imatron  Inc.  1993 Stock Option  Plan,  of our report dated  February 17, 1995,
except  for Note 11 as to which the date is April 4, 1995,  with  respect to the
financial statements and schedules of Imatron Inc. included in its Annual Report
on Form 10-K for the year ended December 31, 1994, filed with the Securities and
Exchange Commission.

                                   By:  /s/ Ernst & Young
                                        -----------------------
                                        Ernst & Young
                                        San Francisco, California
                                        July 19, 1995
EXHIBIT 28.1
                                  ------------

                                                Initially adopted by Board
                                                      of Directors 4/23/93
                                                Approved by shareholders 6/23/95
                                                Amendment adopted by Board
                                                      of Directors  2/9/95
                                                Approved by shareholders 6/2/95

                                  IMATRON INC.
                             1993 STOCK OPTION PLAN

       1. Purpose and Scope

       The purposes of this plan are to induce  persons of  outstanding  ability
and potential to join and remain with Imatron Inc. (the  "Company"),  to provide
an incentive  for such  employees  as well as for  non-employee  consultants  to
expand and improve the profits and  prosperity  of the Company by enabling  such
persons to acquire  proprietary  interests  in the  Company,  and to attract and
retain key  personnel  through  the grant of Options to  purchase  shares of the
Company's  common  stock.  As used  herein,  the  term  "Option"  includes  both
Incentive Stock Options and Nonqualified Stock Options.

       2. Definitions

       Each term set forth in this  Section 2 shall have the  meaning  set forth
opposite  such term for  purposes  of this Plan  unless  the  context  otherwise
requires,  and for the purposes of such definitions,  the singular shall include
the plural and the plural shall include the singular:

       (a)  "Affiliate"   shall  mean  any  parent   corporation  or  subsidiary
corporation of the Company as those terms are defined in Sections 424(e) and (f)
respectively of the Internal Revenue Code of 1986, as amended.

       (b) "Board" shall mean the Board of Directors of the Company.

       (c) "Committee"  shall mean the Stock Option Plan Committee  appointed by
the Board, which shall be comprised of at least three members of the Board, each
of whom  shall  be a  "disinterested  person"  as  defined  in Rule  16b-3(d)(3)
promulgated under the 1934 Act, as amended.

       (d) "Company" shall mean Imatron Inc., a New Jersey corporation.

       (e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

       (f) "Fair  Market  Value"  for a share of Stock  means the price that the
Committee  acting in good faith  determines,  through any  reasonable  valuation
method  (including  but not  limited  to  reference  to prices  existing  in any
established  market in which the  Stock is  traded),  to be the price at which a
share of Stock might change hands between a willing buyer and a willing  seller,
neither being under any compulsion to buy or to sell and both having  reasonable
knowledge of the relevant facts.
(g) "Option" shall mean a right to purchase Stock granted pursuant to the
Plan.

       (h)  "Option  Price"  shall mean the  purchase  price for Stock  under an
Option, as determined in Sections 7 and 8 below.

       (i)  "Participant"  shall mean an employee or non-employee  consultant to
the Company to whom an Option is granted under the Plan.

       (j) "Plan" shall mean this Imatron Inc. 1993 Stock Option Plan.

       (k) "Stock" shall mean the no par value common stock of the Company.

       (l) "1934 Act" means the Securities Exchange Act of 1934, as amended.

       3. Administration

       The Plan  shall be  administered  by the  Committee.  Two  members of the
Committee  shall  constitute  a quorum  for the  transaction  of  business.  The
Committee  shall  have full  authority  in its  discretion,  subject  to and not
inconsistent  with the express  provisions  of the Plan,  to grant  Options,  to
determine the Option Price and term of each Option, the persons to whom, and the
time or times at which,  Options  shall be  granted  and the number of shares of
Stock to be covered by each Option; to interpret the Plan; to prescribe,  amend,
and rescind rules and  regulations  relating to the Plan; to determine the terms
and provisions of the option  agreements  (which need not be identical)  entered
into  connection with the grant of Options under the Plan; and to make all other
determinations deemed necessary or advisable for the administration of the Plan.
The  Committee  may  delegate to one or more of its  members,  or to one or more
agents, such administrative  duties as it may deem advisable,  and the Committee
or any person to whom it has  delegated  duties as  aforesaid  may employ one or
more persons to render advice with respect to any  responsibility  the Committee
or such  person may have under the Plan.  The  Committee  may employ  attorneys,
consultants,  accountants, or other persons, and the Committee shall be entitled
to rely upon the advice,  opinions,  or valuations of such persons.  All actions
taken and all  interpretations  and determinations made by the Committee in good
faith shall be final and binding upon all  Participants,  the  Company,  and all
other interested  persons. No member of the Committee shall be personally liable
for any action, determination, or interpretation made in good faith with respect
to the Plan;  and all members of the Committee  shall be fully  protected by the
Company in respect of any such action, determination, or interpretation.

       4. Shares Subject to the Plan

       Subject to adjustment under the provisions of Section 14 of the Plan, the
maximum number of shares of Stock that may be optioned or sold under the Plan is
5.5 million.  Such shares may be authorized but unissued  shares of Stock of the
Company,  or  issued  shares  of Stock  reacquired  by the  Company,  or  shares
purchased in the open market expressly for use under the Plan. If for any reason
any shares of Stock as to which an Option has been  granted  cease to be subject
to purchase  thereunder,  then (unless the Plan shall have been terminated) such
shares  shall  become  available  for  subsequent  awards under this Plan in the
discretion of the Committee.  The Company shall,  at all times while the Plan is
in force,  reserve such number of common shares as will be sufficient to satisfy
the requirements of all outstanding Options granted under the Plan.
5. Eligibility; Factors to be considered in Granting Options

       a.  Options  may  be  granted  to  (i)  any  regular  full-time  employee
(including officers and directors) of either the Company or any affiliate of the
Company and (ii) any non-employee consultant of the Company.

       b. In  determining  to whom  options  shall be granted  and the number of
shares of Stock to be  covered by each  Option,  the  Committee  shall take into
account  the  nature the  participants'  duties,  their  present  and  potential
contributions to the success of the Company,  and such other factors as it shall
deem relevant in connection  with  accomplishing  the purposes of the Plan.  The
Committee shall also determine the time(s) of grant, the type and term of Option
granted,  and the time(s) of exercise,  in whole or part. A Participant  who has
been granted an Option  under the Plan may be granted new Options,  which may be
in addition to prior  Options  granted  under the Plan or may be in exchange for
the surrender and  cancellation of prior Options having a higher or lower option
price and containing such other terms as the Committee may deem appropriate.

       6. Terms and Conditions of Options

       Options granted pursuant to the Plan shall be authorized by the Committee
and shall be evidenced by agreements  ("Option  Agreements") in such form as the
Committee from time to time shall approve.  Such Option  Agreements shall comply
with and be subject to the  following  general terms and  conditions,  and shall
also  comply  with and be subject  to the  provisions  of Section 7 relating  to
Incentive Stock Options or Section 8 relating to Non-qualified Stock Options, as
applicable, as well as such other terms and conditions as set forth in this Plan
and as the Committee may deem desirable, not inconsistent with the Plan.

       a. Employment Agreement. The Committee may, in its discretion, include in
any Option granted under the Plan a condition that the  Participant  shall agree
to remain in the employ of,  and/or to render  services  to, the  Company  for a
period of time (specified in the Option Agreement) following the date the Option
is  granted.  No such  Option  Agreement  shall  impose  upon  the  Company  any
obligation to employ and/or retain the Participant for any period of time.

       b. Manner of  Exercise.  A  Participant  may exercise an option by giving
written  notice  of  such  exercise  to the  Company  at its  principal  office,
attention  to the  Secretary,  and paying the Option Price either (i) in cash in
full at the time of exercise, or (ii) in the discretion of the Committee:

       (A) by delivery of other common stock of the Company,

       (B) by an approved deferred payment schedule or other arrangement,  which
arrangement  shall be  contained  in writing in the Option  Agreement,  in which
event an  interest  rate  will be  stated  which is not less  than the rate then
specified which will present any imputation of higher interest under Section 483
of the Code, or

       (C) in any other form of legal consideration  acceptable to the Committee
at the time of grant or exercise.

       c. Time of  exercise.  Promptly  after the  exercise of an Option and the
payment of the Option price,  either in full or pursuant to the approved payment
schedule,  the  Participant  shall  be  entitled  to  the  issuance  of a  stock
certificate evidencing ownership of the appropriate number of shares of Stock. A
Participant  shall have none of the  rights of a  shareholder  until  shares are
issued to him/her,  and no adjustment will be made for dividends or other rights
for which the record date has occurred prior to the date such stock  certificate
is issued.

       d. Number of shares.  Each Option  shall state the total number of shares
of Stock to which it pertains.

       e. Option Period and  Limitations on Exercise.  The Committee may, in its
discretion, provide that an Option may not be exercised in whole or part for any
period(s) of time  specified in the Option  Agreement,  except that the right to
exercise  must be at the rate of at least 20% per year over five  years from the
date the Option is granted.  Unless otherwise  approved by the Committee and set
forth  in the  Option  Agreement,  each  Option  granted  under  the Plan may be
exercised for 20% on the first  anniversary of the grant,  and an additional 20%
for the next four anniversaries. No Option may be exercised after the expiration
of ten years from the Grant Date. No Option may be exercised as to less than one
hundred  (100) shares at any one time, or the  remaining  shares  covered by the
Option if less than one hundred (100).

       7. Incentive Stock Options

       The Committee may grant Incentive  Stock Options  ("ISOs") which meet the
requirements of Section 422 of the Code, as amended from time to time.

       a.  ISOs  may  be  granted  only  to  employees  of  the  Company  or its
affiliates.

       b. Each ISO granted  under the Plan must be granted  within 10 years from
the date the Plan is adopted or is approved by the  shareholders of the Company,
whichever is earlier.

       c. The purchase price shall not be less than the fair market value of the
common shares at the time of grant, except that the purchase price shall be 110%
of the fair  market  value in the case of any person  who owns stock  possessing
more than 10% of the total combined  voting power of all classes of stock of the
Company or its affiliates at the time of grant.

       d. No ISO granted under the Plan shall be exercisable  more than 10 years
from the date of grant,  except  that in the case of any  person  who owns stock
possessing  more than 10% of the total  combined  voting power of all classes of
stock of the  Company or its  affiliates  at the time of grant,  no ISO shall be
exercisable more than five years from the date of grant.

       e.  To  the  extent  that  the  aggregate  fair  market  value  of  stock
(determined at the time of grant) with respect to which ISOs are exercisable for
the first time by any individual during any calendar year under all plans of the
Company and its subsidiaries exceeds $100,000,  such options shall be treated as
nonqualified stock options, but only to the extent of such excess.  Should it be
determined  that an entire  option or any portion  thereof  does not qualify for
treatment  as an ISO by  reason  of  exceeding  such  maximum,  or for any other
reason, such option or portion shall be considered a nonqualified stock option.

       8. Nonqualified Stock Options.

       The Committee may grant  Nonqualified  Stock Options  ("NSOs")  under the
Plan in addition to or in lieu of Incentive Stock Options. NSOs are not intended
to meet the requirements of Section 422 of the Code, and shall be subject to the
following terms and conditions:

       a. NSOs may be granted to any eligible Participant.

       b. The purchase  price of the shares shall be determined by the Committee
in its absolute  discretion,  but in no event shall such purchase  price be less
than 85% of the fair  market  value of the  shares at the time of grant.  In the
case of any person who owns stock possessing more than 10% of the total combined
voting  power of all  classes of stock of the Company or its  affiliates  at the
time of grant, the price shall be 110% of the fair market value.

       c. NSOs  shall not be  exercisable  more than ten years  from the date of
grant.

       9. Transferability

       Options granted under this Plan shall not be  transferable  other than by
will or by the laws of descent and distribution, and during a Participant's life
shall be exercisable only by such  Participant.  Options granted under this Plan
shall not be subject to execution, attachment or other process.

       10. Termination of Employment

       Options held by employees,  including  directors,  shall  terminate three
months after termination of employment with the Company or affiliate, unless:

       a. If  termination  is due to employee's  permanent and total  disability
within the meaning of Section  22(e)(3) of the Code, the Option may be exercised
at any time within one year following termination.

       b. The Option  Agreement by its terms  specifies that it shall  terminate
sooner or later than three  months.  If the Option may be  exercised  later than
three months following  termination,  any portion  exercised beyond three months
shall be a nonqualified  stock option.  This paragraph shall not be construed to
extend the term of any Option nor to permit  anyone to exercise the Option after
expiration of its term.

       c. Options granted under this Plan shall not be affected by any change of
duties or position of the  Participant so long as participant  continues to be a
regular,  full-time  employee  of the  Company.  Any  Option,  or any  rules and
regulations  relating to the Plan, may contain such  provisions as the Committee
shall  approve  with  reference  to the  determination  of the  date  employment
terminates.  Nothing in the Plan or in any Option  granted  pursuant to the Plan
shall  confer  upon any  Participant  any right to continue in the employ of the
Company or shall interfere in any way with the right of the Company to terminate
such employment at its will at any time.

       11. Rights in the Event of Death

       If an employee dies while  employed by the Company or within three months
of termination of such employment,  the Option may be exercised within 18 months
of the employee's  death by the executors,  administrators,  legatee or heirs of
the estate.
12. Leaves of Absence

       For purposes of the Plan,  an employee on approved  leave of absence from
the Company  shall be  considered  as currently  employed for 90 days  following
beginning  the  leave  or for so  long  as  his/her  right  to  reemployment  is
guaranteed by statute or contract, whichever is longer.

       13. No Obligations to Exercise

       The granting of an Option imposes no obligation  upon the  Participant to
exercise such Option.

       14. Effect of Change in Stock Subject to Plan

       a. In the event that outstanding  common shares are hereafter  changed by
reason   of    reorganization,    merger,    consolidation,    recapitalization,
reclassification,  stock split,  combination of shares,  stock dividends and the
like,  the  Committee  shall make  adjustments  as it deems  appropriate  in the
aggregate  number of shares  available  under the Plan and the  number and price
subject to outstanding  option. Any adjustments shall apply  proportionately and
only to the unexercised portion of options granted.

       b. In the event the Company  dissolves or liquidates  and another  entity
succeeds to its assets,  or in the event of a merger or  consolidation  in which
the Company is not the surviving  entity, or in the event of a reverse merger in
which the Company survives but its common stock immediately preceding the merger
is converted into other property by virtue of the merger, then the options shall
accelerate  and become  exercisable  immediately  prior to such  dissolution  or
liquidation or merger or consolidation,  unless the surviving entity assumes the
outstanding Options or substitutes similar Options for those outstanding.

       15. Agreement and Representation of Employees

       a.  Acquiring  stock  for  investment  purposes.  As a  condition  to the
exercise of any Option,  the  Company  may  require the person  exercising  such
Option to represent  and warrant at the time of such exercise that any shares of
Stock  acquired at exercise are being  acquired only for  investment and without
any present  intention to sell or  distribute  such shares if, in the opinion of
Company's  counsel,  such  representation  is  required or  desirable  under the
Securities Act of 1933 or any other applicable law,  regulation,  or rule of any
governmental agency.

       b. Withholding.  With respect to the exercise of any Option granted under
this Plan,  each  Participant  shall  fully and  completely  consent to whatever
action the  Committee  directs to satisfy the federal and state tax  withholding
requirements,  if any, which the Committee in its discretion deems applicable to
such exercise.

       c.  Delivery.  The Company is not  obligated to deliver any common shares
until there has been qualification under or compliance with all state or federal
laws, rules and regulations deemed appropriate by the Company.  The Company will
use all reasonable efforts to obtain such qualification and compliance.

       16. Amendment and Termination of Plan

       The Board, by resolution,  may terminate,  amend, or revise the Plan with
respect  to any  shares  as to which  Options  have not been  granted;  Provided
however,  that any amendment  that would:  (a) increase the aggregate  number of
shares  of common  stock  that may be issued  under  the  Plan,  (b)  materially
increase the benefits  accruing to  Participants,  or (c) materially  modify the
requirements as to eligibility for  participation  in the Plan, shall be subject
to  shareholder  approval  within 12  months  before  or after  adoption.  It is
expressly  contemplated  that  the  Board  may  amend  the  Plan in any  respect
necessary to provide employees with the maximum benefits  available under and/or
to satisfy the  requirements  of or amendments to Section 422 of the Code and/or
Rule 16b-3 of the 1934 Act.

       No termination,  modification or amendment of the Plan may however, alter
or impair the rights  conferred  by an Option  previously  granted  without  the
consent of the individual to whom the Option was previously granted.

       Unless sooner terminated, the Plan shall remain in effect for a period of
ten years from the date of the Plan's adoption by the Board.  Termination of the
Plan shall not effect any Option previously granted.

       17. Use of Proceeds

       The proceeds  from the sale of shares  pursuant to Options  granted under
the Plan shall constitute general funds of the Company.

       18. Effective Date of Plan

       The  Effective  Date of this Plan is February 24,  1993,  the date it was
adopted by the Board, provided the shareholders of the Company approve this Plan
within twelve (12) months after such effective  date. Any Options  granted under
this  Plan  prior to the date of  shareholder  approval  shall be  deemed  to be
granted subject to such approval.  Should  shareholder  approval not be obtained
within  twelve (12) months,  any Options  granted  pursuant to the Plan shall be
null and void.

       19. Indemnification of Committee

       In addition to such other rights of  indemnification as they may have and
subject to limitations of applicable  law, the members of the Committee shall be
indemnified by the Company against all costs and expenses reasonably incurred by
them in connection  with any action,  suit or proceeding to which they or any of
them may be a party by reason of any action  taken or failure to act under or in
connection  with the Plan or any  rights  granted  thereunder  and  against  all
amounts paid to them in settlement  thereof or paid by them in satisfaction of a
judgment of any such action, suit or proceeding, the Committee member or members
shall notify the Company in writing,  giving the Company an  opportunity  at its
own cost to defend the same before such Committee member or members undertake to
defend the same on their own behalf.

       20. Governing Law

       The Plan shall be governed by, and all questions arising hereunder, shall
be determined  in  accordance  with the laws of State of California as such laws
are applied to agreements  between  California  residents entered into and to be
performed entirely within California.