As filed with the Securities and Exchange Commission on November 17, 1997
                                      Registration No. 333-
_________________________________________________________________________
                               
              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
                    ______________________
                               
                           FORM S-8
                    REGISTRATION STATEMENT
                             UNDER
                  THE SECURITIES ACT OF 1933
                    ______________________
                               
                         NEOPATH, INC.
         (Exact Name of Registrant as Specified in Its Charter)
                               
            Washington                         91-1436093
 (State or Other Jurisdiction of    (I.R.S. Employer Identification
  Incorporation or Organization)                  No.)
                               
                   8271 - 154th Avenue N.E.
                   Redmond, Washington 98052
      (Address of Principal Executive Offices (Zip Code))
                               
        NEOPATH, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
                   (Full Title of the Plan)
                  __________________________
                               
                        ALAN C. NELSON
             PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         NEOPATH, INC.
                   8271 - 154th Avenue N.E.
                  Redmond, Washington  98052
                        (425) 869-7284
      (Name, Address and Telephone Number, Including Area
                  Code, of Agent for Service)
                    ______________________
                           Copy to:
                  STEPHANIE G. DALEY-WATSON
                         PERKINS COIE
                1201 Third Avenue, 40th Floor
               Seattle, Washington  98101-3099
                       (206) 583-8433
                    ______________________
                CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                        Proposed Maximum   Proposed Maximum      Amount of
Title of Securities     Amount to Be     Offering Price    Agregate Offering   Registration
 to Be Registered      Registered (1)     Per Share (2)      Offering Price        Fee
--------------------   --------------   ----------------   -----------------   ------------
<S>                    <C>              <C>                <C>                 <C>     
Common  Stock, par                                        
value $.01 per share      150,000         $17.6875           $2,653,125           $804         
</TABLE>
   
(1)     Includes an indeterminate number of additional  shares
  that  may  be  issued to adjust the number of shares  issued
  pursuant to such Employee Stock Purchase Plan as the  result
  of  any  future  stock  split,  stock  dividend  or  similar
  adjustment of the Registrant's outstanding common stock.
(2)     Estimated  solely for the purpose of  calculating  the
  registration  fee pursuant to Rule 457 under the  Securities
  Act  of  1933, as amended.  The price per share is estimated
  to be $17.6875, based on the average of the high sales price
  ($17.875)  and  the  low  sales  price  ($17.50)   for   the
  Registrant's common stock in the over-the-counter market  on
  November  12,  1997,  as  reported by  the  Nasdaq  National
  Market.
<PAGE>
                               
                               
                            PART II
                               
      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
     
     The  following  documents, filed with the Securities  and
Exchange  Commission  (the  "Commission")  pursuant   to   the
Securities  Exchange  Act of 1934, as amended  (the  "Exchange
Act"),   are   hereby  incorporated  by  reference   in   this
Registration Statement:
          
          (a)   The  Registrant's Annual Report on  Form  10-K
(File No. 0-25210) for the fiscal year ended December 31, 1996
which  contains  audited  financial statements  for  the  most
recent fiscal year for which such statements have been filed;
          
          (b)  The Registrant's Quarterly Reports on Form 10-Q
(File  No.  0-25210) for the quarters ended  March  31,  1997,
June 30, 1997 and September 30, 1997; and
          
          (c)   The  description  of the  Registrant's  Common
Stock  contained  in the Registration Statement  on  Form  8-A
filed   with  the  Commission  on  November  30,  1994,  under
Section 12(g) of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
     
     All documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the  date
hereof  and prior to the filing of a post-effective  amendment
which  indicates that all securities offered hereby have  been
sold  or which deregisters the securities covered hereby  then
remaining  unsold shall also be deemed to be  incorporated  by
reference  into this Registration Statement and to be  a  part
hereof  commencing  on  the respective  dates  on  which  such
documents are filed.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
     
     Sections  23B.08.500 through 23B.08.600 of the Washington
Business  Corporation Act authorize a court  to  award,  or  a
corporation's board of directors to grant, indemnification  to
directors  and officers on terms sufficiently broad to  permit
indemnification  under certain circumstances  for  liabilities
arising  under  the Securities Act of 1933,  as  amended  (the
"Securities Act").  Section 10 of the Registrant's Amended and
Restated   Bylaws   provides  for   indemnification   of   the
Registrant's directors, officers, employees and agents to  the
maximum extent permitted by Washington law.
     
     Section 23B.08.320 of the Washington Business Corporation
Act  authorizes a corporation to limit a director's  liability
to  the  corporation or its shareholders for monetary  damages
for  acts  or  omissions  as  a director,  except  in  certain
circumstances  involving intentional misconduct,  self-dealing
or   illegal   corporate  loans  or  distributions,   or   any
transactions  from  which the director personally  receives  a
benefit  in money, property or services to which the  director
is  not  entitled.   Article  8 of the  Registrant's  Restated
Articles of Incorporation contains provisions implementing, to
the   fullest  extent  permitted  by  Washington   law,   such
limitations  on  a director's liability to the Registrant  and
its shareholders.
     
     The  Registrant  has  also entered  into  indemnification
agreements  pursuant  to  which it  has  agreed,  among  other
things,  to  indemnify  its  directors  and  officers  against
certain liabilities.

Item 8.  EXHIBITS
                                     
 Exhibit                       Description
  Number
--------     ------------------------------------------------             
5.1          Opinion  of  Perkins Coie regarding legality  of
             the Common Stock being registered
             
23.1         Consent   of  Ernst  &  Young  LLP,  Independent
             Auditors (see page II-4)
             
23.2         Consent    of   Perkins   Coie   (included    in
             Exhibit 5.1)
     
Page II-1
     
<PAGE>
             
24.1         Power of Attorney (see Signature Page)
             
99.1         NeoPath, Inc. 1997 Employee Stock Purchase Plan

Item 9.  UNDERTAKINGS

A.   The undersigned Registrant hereby undertakes:
     
     (1)   To file during any period in which offers or  sales
are   being   made,   a  post-effective  amendment   to   this
Registration Statement:
          
          (i)    To   include  any  prospectus   required   by
Section 10(a)(3) of the Securities Act;
          
          (ii)  To  reflect  in the prospectus  any  facts  or
events  arising after the effective date of this  Registration
Statement   (or  the  most  recent  post-effective   amendment
thereof) which, individually or in the aggregate, represent  a
fundamental  change  in  the information  set  forth  in  this
Registration  Statement.  Notwithstanding the  foregoing,  any
increase or decrease in volume of securities offered  (if  the
total dollar value of securities offered would not exceed that
which  was registered) and any deviation from the low or  high
and  of  the estimated maximum offering range may be reflected
in  the  form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price  represent no more than 20 percent change in the maximum
aggregate  offering  price set forth in  the  "Calculation  of
Registration   Fee"   table  in  the  effective   registration
statement.
          
          (iii)      To include any material information  with
respect  to the plan of distribution not previously  disclosed
in  this Registration Statement or any material change to such
information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii)  do  not
apply  if the Registration Statement is on Form S-3, Form  S-8
or Form F-3, and the information required to be included in  a
post-effective amendment by those paragraphs is  contained  in
periodic reports filed with or furnished to the Commission  by
the  registrant  pursuant  to  Section  13  or  15(d)  of  the
Securities  Exchange  Act  of 1934 that  are  incorporated  by
reference in this Registration Statement.
     
     (2)   That,  for the purpose of determining any liability
under  the  Securities Act, 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.
     
     (3)    To  remove  from  registration  by  means   of   a
post-effective   amendment  any  of   the   securities   being
registered  that  remain  unsold at  the  termination  of  the
offering.

B.    The  undersigned Registrant hereby undertakes that,  for
purposes  of  determining any liability under  the  Securities
Act, each filing of the Registrant's annual report pursuant to
Section  13(a)  or  15(d)  of the  Exchange  Act  (and,  where
applicable,  each filing of an employee benefit plan's  annual
report pursuant to Section 15(d) of the Exchange Act) that  is
incorporated by reference in this 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.

C.    Insofar as indemnification for liabilities arising under
the Securities Act 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  Commission   such
indemnification is against public policy as expressed  in  the
Securities 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 Securities Act and will be governed  by  the
final adjudication of such issue.
     
Page II-2
     
<PAGE>
                               
                          SIGNATURES
     
     Pursuant  to  the requirements of the Securities  Act  of
1933,  as  amended,  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,  thereunder  duly  authorized,  in  the  City  of
Redmond,  state  of Washington, on the 17th day  of  November,
1997.
                              
                              NEOPATH, INC.
                              
                              
                              
                                 /s/ Alan C. Nelson
                              -----------------------------  
                              By:Alan C. Nelson
                                 President, Chief Executive
                                 Officer
                                 and Director
     
     
     Each  person  whose  individual signature  appears  below
hereby authorizes Alan C. Nelson or William L. Scott or either
of them, as attorneys-in-fact with full power of substitution,
to  execute  in  the name and on the behalf  of  each  person,
individually and in each capacity stated below, and  to  file,
any   and  all  amendments  to  this  Registration  Statement,
including  any  and  all post-effective  amendments,  and  any
related  Rule 462(b) Registration Statement and any  amendment
thereto.
     
     Pursuant  to  the requirements of the Securities  Act  of
1933,  this  Registration Statement has  been  signed  by  the
following  persons in the capacities indicated  below  on  the
17th day of November, 1997.
                                                  
           Signature                           Title
                                      
         /s/ Alan C. Nelson           President, Chief Executive
        -------------------           Officer and Director (Principal
          Alan C. Nelson              Executive Officer)
                                      
         /s/ Walter L. Robb           Chairman of the Board
        -------------------
          Walter L. Robb
                                      
         /s/ William L. Scott         Vice President, and Chief
        ---------------------         Financial Officer and Director
          William L. Scott            (Principal Financial Officer)
                                      
         /s/ Robert C. Bateman        Corporate Controller and
        ----------------------        Treasurer
          Robert C. Bateman           (Principal Accounting Officer)
                                      
         /s/ Alan D. Frazier          Director
        --------------------
          Alan D. Frazier
                                      
         /s/ Cristina H. Kepner       Director
        -----------------------
          Cristina H. Kepner
                                      
         /s/ David A. Thompson        Director
        ----------------------
          David A. Thompson
                                      
         /s/ Gail R. Wilensky         Director
        ---------------------
          Gail R. Wilensky
     
Page  II-3
     
<PAGE>
                                                         
                                             EXHIBIT 23.1
                               
      CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
     
     We  consent  to  the incorporation by  reference  in  the
Registration Statement on Form S-8 pertaining to the  NeoPath,
Inc.  1997  Employee Stock Purchase Plan of our reports  dated
January  24, 1997 with respect to the financial statements  of
NeoPath,  Inc. incorporated by reference in its Annual  Report
(Form  10-K) for the year ended December  31,  1996,  and  the
related  financial  statement schedule included therein, filed
with the Securities and Exchange Commission.
                                                              
                                             ERNST & YOUNG LLP
                              
                              
Seattle, Washington
November 14, 1997
     
     

Page   II-4

<PAGE>
                               
                       INDEX TO EXHIBITS
     
     
                                     
 Exhibit                       Description
  Number
             
5.1          Opinion  of  Perkins Coie regarding legality  of
             the Common Stock being registered
             
23.1         Consent   of  Ernst  &  Young  LLP,  Independent
             Auditors (see page II-4)
             
23.2         Consent    of   Perkins   Coie   (included    in
             Exhibit 5.1)
             
24.1         Power of Attorney (see Signature Page)
             
99.1         NeoPath, Inc. 1997 Employee Stock Purchase Plan
     
     



<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17034}]
{"company-data": {"conformed-name": "NEOPATH INC", "cik": "0000851729", "assigned-sic": "3845", "irs-number": "911436093", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40371", "film-number": "97722792"}, "business-address": {"street1": "8271 154TH AVE NE", "city": "REDMOND", "state": "WA", "zip": "98052", "phone": "2068697284"}, "mail-address": {"street1": "8271 154TH AVE NE", "city": "REDMOND", "state": "WA", "zip": "98052"}}
As filed with the Securities and Exchange Commission on November 17, 1997
                                      Registration No. 333-
_________________________________________________________________________
                               
              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
                    ______________________
                               
                           FORM S-8
                    REGISTRATION STATEMENT
                             UNDER
                  THE SECURITIES ACT OF 1933
                    ______________________
                               
                         NEOPATH, INC.
         (Exact Name of Registrant as Specified in Its Charter)
                               
            Washington                         91-1436093
 (State or Other Jurisdiction of    (I.R.S. Employer Identification
  Incorporation or Organization)                  No.)
                               
                   8271 - 154th Avenue N.E.
                   Redmond, Washington 98052
      (Address of Principal Executive Offices (Zip Code))
                               
        NEOPATH, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
                   (Full Title of the Plan)
                  __________________________
                               
                        ALAN C. NELSON
             PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         NEOPATH, INC.
                   8271 - 154th Avenue N.E.
                  Redmond, Washington  98052
                        (425) 869-7284
      (Name, Address and Telephone Number, Including Area
                  Code, of Agent for Service)
                    ______________________
                           Copy to:
                  STEPHANIE G. DALEY-WATSON
                         PERKINS COIE
                1201 Third Avenue, 40th Floor
               Seattle, Washington  98101-3099
                       (206) 583-8433
                    ______________________
                CALCULATION OF REGISTRATION FEE
Proposed Maximum   Proposed Maximum      Amount of
Title of Securities     Amount to Be     Offering Price    Agregate Offering   Registration
 to Be Registered      Registered (1)     Per Share (2)      Offering Price        Fee
--------------------   --------------   ----------------   -----------------   ------------
Common  Stock, par                                        
value $.01 per share      150,000         $17.6875           $2,653,125           $804
(1)     Includes an indeterminate number of additional  shares
  that  may  be  issued to adjust the number of shares  issued
  pursuant to such Employee Stock Purchase Plan as the  result
  of  any  future  stock  split,  stock  dividend  or  similar
  adjustment of the Registrant's outstanding common stock.
(2)     Estimated  solely for the purpose of  calculating  the
  registration  fee pursuant to Rule 457 under the  Securities
  Act  of  1933, as amended.  The price per share is estimated
  to be $17.6875, based on the average of the high sales price
  ($17.875)  and  the  low  sales  price  ($17.50)   for   the
  Registrant's common stock in the over-the-counter market  on
  November  12,  1997,  as  reported by  the  Nasdaq  National
  Market.
PART II
                               
      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
     
     The  following  documents, filed with the Securities  and
Exchange  Commission  (the  "Commission")  pursuant   to   the
Securities  Exchange  Act of 1934, as amended  (the  "Exchange
Act"),   are   hereby  incorporated  by  reference   in   this
Registration Statement:
          
          (a)   The  Registrant's Annual Report on  Form  10-K
(File No. 0-25210) for the fiscal year ended December 31, 1996
which  contains  audited  financial statements  for  the  most
recent fiscal year for which such statements have been filed;
          
          (b)  The Registrant's Quarterly Reports on Form 10-Q
(File  No.  0-25210) for the quarters ended  March  31,  1997,
June 30, 1997 and September 30, 1997; and
          
          (c)   The  description  of the  Registrant's  Common
Stock  contained  in the Registration Statement  on  Form  8-A
filed   with  the  Commission  on  November  30,  1994,  under
Section 12(g) of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
     
     All documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the  date
hereof  and prior to the filing of a post-effective  amendment
which  indicates that all securities offered hereby have  been
sold  or which deregisters the securities covered hereby  then
remaining  unsold shall also be deemed to be  incorporated  by
reference  into this Registration Statement and to be  a  part
hereof  commencing  on  the respective  dates  on  which  such
documents are filed.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
     
     Sections  23B.08.500 through 23B.08.600 of the Washington
Business  Corporation Act authorize a court  to  award,  or  a
corporation's board of directors to grant, indemnification  to
directors  and officers on terms sufficiently broad to  permit
indemnification  under certain circumstances  for  liabilities
arising  under  the Securities Act of 1933,  as  amended  (the
"Securities Act").  Section 10 of the Registrant's Amended and
Restated   Bylaws   provides  for   indemnification   of   the
Registrant's directors, officers, employees and agents to  the
maximum extent permitted by Washington law.
     
     Section 23B.08.320 of the Washington Business Corporation
Act  authorizes a corporation to limit a director's  liability
to  the  corporation or its shareholders for monetary  damages
for  acts  or  omissions  as  a director,  except  in  certain
circumstances  involving intentional misconduct,  self-dealing
or   illegal   corporate  loans  or  distributions,   or   any
transactions  from  which the director personally  receives  a
benefit  in money, property or services to which the  director
is  not  entitled.   Article  8 of the  Registrant's  Restated
Articles of Incorporation contains provisions implementing, to
the   fullest  extent  permitted  by  Washington   law,   such
limitations  on  a director's liability to the Registrant  and
its shareholders.
     
     The  Registrant  has  also entered  into  indemnification
agreements  pursuant  to  which it  has  agreed,  among  other
things,  to  indemnify  its  directors  and  officers  against
certain liabilities.

Item 8.  EXHIBITS
                                     
 Exhibit                       Description
  Number
--------     ------------------------------------------------             
5.1          Opinion  of  Perkins Coie regarding legality  of
             the Common Stock being registered
             
23.1         Consent   of  Ernst  &  Young  LLP,  Independent
             Auditors (see page II-4)
             
23.2         Consent    of   Perkins   Coie   (included    in
             Exhibit 5.1)
     
Page II-1
24.1         Power of Attorney (see Signature Page)
             
99.1         NeoPath, Inc. 1997 Employee Stock Purchase Plan

Item 9.  UNDERTAKINGS

A.   The undersigned Registrant hereby undertakes:
     
     (1)   To file during any period in which offers or  sales
are   being   made,   a  post-effective  amendment   to   this
Registration Statement:
          
          (i)    To   include  any  prospectus   required   by
Section 10(a)(3) of the Securities Act;
          
          (ii)  To  reflect  in the prospectus  any  facts  or
events  arising after the effective date of this  Registration
Statement   (or  the  most  recent  post-effective   amendment
thereof) which, individually or in the aggregate, represent  a
fundamental  change  in  the information  set  forth  in  this
Registration  Statement.  Notwithstanding the  foregoing,  any
increase or decrease in volume of securities offered  (if  the
total dollar value of securities offered would not exceed that
which  was registered) and any deviation from the low or  high
and  of  the estimated maximum offering range may be reflected
in  the  form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price  represent no more than 20 percent change in the maximum
aggregate  offering  price set forth in  the  "Calculation  of
Registration   Fee"   table  in  the  effective   registration
statement.
          
          (iii)      To include any material information  with
respect  to the plan of distribution not previously  disclosed
in  this Registration Statement or any material change to such
information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii)  do  not
apply  if the Registration Statement is on Form S-3, Form  S-8
or Form F-3, and the information required to be included in  a
post-effective amendment by those paragraphs is  contained  in
periodic reports filed with or furnished to the Commission  by
the  registrant  pursuant  to  Section  13  or  15(d)  of  the
Securities  Exchange  Act  of 1934 that  are  incorporated  by
reference in this Registration Statement.
     
     (2)   That,  for the purpose of determining any liability
under  the  Securities Act, 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.
     
     (3)    To  remove  from  registration  by  means   of   a
post-effective   amendment  any  of   the   securities   being
registered  that  remain  unsold at  the  termination  of  the
offering.

B.    The  undersigned Registrant hereby undertakes that,  for
purposes  of  determining any liability under  the  Securities
Act, each filing of the Registrant's annual report pursuant to
Section  13(a)  or  15(d)  of the  Exchange  Act  (and,  where
applicable,  each filing of an employee benefit plan's  annual
report pursuant to Section 15(d) of the Exchange Act) that  is
incorporated by reference in this 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.

C.    Insofar as indemnification for liabilities arising under
the Securities Act 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  Commission   such
indemnification is against public policy as expressed  in  the
Securities 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 Securities Act and will be governed  by  the
final adjudication of such issue.
     
Page II-2
SIGNATURES
     
     Pursuant  to  the requirements of the Securities  Act  of
1933,  as  amended,  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,  thereunder  duly  authorized,  in  the  City  of
Redmond,  state  of Washington, on the 17th day  of  November,
1997.
                              
                              NEOPATH, INC.
                              
                              
                              
                                 /s/ Alan C. Nelson
                              -----------------------------  
                              By:Alan C. Nelson
                                 President, Chief Executive
                                 Officer
                                 and Director
     
     
     Each  person  whose  individual signature  appears  below
hereby authorizes Alan C. Nelson or William L. Scott or either
of them, as attorneys-in-fact with full power of substitution,
to  execute  in  the name and on the behalf  of  each  person,
individually and in each capacity stated below, and  to  file,
any   and  all  amendments  to  this  Registration  Statement,
including  any  and  all post-effective  amendments,  and  any
related  Rule 462(b) Registration Statement and any  amendment
thereto.
     
     Pursuant  to  the requirements of the Securities  Act  of
1933,  this  Registration Statement has  been  signed  by  the
following  persons in the capacities indicated  below  on  the
17th day of November, 1997.
                                                  
           Signature                           Title
                                      
         /s/ Alan C. Nelson           President, Chief Executive
        -------------------           Officer and Director (Principal
          Alan C. Nelson              Executive Officer)
                                      
         /s/ Walter L. Robb           Chairman of the Board
        -------------------
          Walter L. Robb
                                      
         /s/ William L. Scott         Vice President, and Chief
        ---------------------         Financial Officer and Director
          William L. Scott            (Principal Financial Officer)
                                      
         /s/ Robert C. Bateman        Corporate Controller and
        ----------------------        Treasurer
          Robert C. Bateman           (Principal Accounting Officer)
                                      
         /s/ Alan D. Frazier          Director
        --------------------
          Alan D. Frazier
                                      
         /s/ Cristina H. Kepner       Director
        -----------------------
          Cristina H. Kepner
                                      
         /s/ David A. Thompson        Director
        ----------------------
          David A. Thompson
                                      
         /s/ Gail R. Wilensky         Director
        ---------------------
          Gail R. Wilensky
     
Page  II-3
EXHIBIT 23.1
                               
      CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
     
     We  consent  to  the incorporation by  reference  in  the
Registration Statement on Form S-8 pertaining to the  NeoPath,
Inc.  1997  Employee Stock Purchase Plan of our reports  dated
January  24, 1997 with respect to the financial statements  of
NeoPath,  Inc. incorporated by reference in its Annual  Report
(Form  10-K) for the year ended December  31,  1996,  and  the
related  financial  statement schedule included therein, filed
with the Securities and Exchange Commission.
                                                              
                                             ERNST & YOUNG LLP
                              
                              
Seattle, Washington
November 14, 1997
     
     

Page   II-4
INDEX TO EXHIBITS
     
     
                                     
 Exhibit                       Description
  Number
             
5.1          Opinion  of  Perkins Coie regarding legality  of
             the Common Stock being registered
             
23.1         Consent   of  Ernst  &  Young  LLP,  Independent
             Auditors (see page II-4)
             
23.2         Consent    of   Perkins   Coie   (included    in
             Exhibit 5.1)
             
24.1         Power of Attorney (see Signature Page)
             
99.1         NeoPath, Inc. 1997 Employee Stock Purchase Plan