As filed with the Securities and Exchange Commission on
                           November 8, 1996
                                          Registration No. 33-
                  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.
              STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                        1989 STOCK OPTION PLAN
                      (Full titles of the plans)
                          DR. ALAN C. NELSON
                             NeoPath, Inc.
                 President and Chief Executive Officer
                       8271 - 154th Avenue N.E.
                      Redmond, Washington  98052
                            (206) 869-7284
       (Name, address and telephone number of agent for service)
                        ______________________
                               Copy to:
                        MICHAEL E. STANSBURY
                             Perkins Coie
                     1201 Third Avenue, 40th Floor
                    Seattle, Washington  98101-3099
                    -------------------------------
                    CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                                 
                                                            Proposed             
                                                            Maximum              
                                       Proposed Maximum    Aggregate   
  Title of Securities    Amount to Be   Offering Price      Offering        Amount of
   to Be Registered     Registered(1)    Per Share(2)       Price(2)     Registration Fee
----------------------- -------------  ----------------  --------------  ----------------
<S>                       <C>           <C>              <C>              <C> 
Common Stock, $.01 par                                                           
value per share:                        Not Applicable   Not Applicable   Not Applicable
                                                                                 
Stock Option Plan for                                                            
Nonemployee Directors        300,000       $16.1875         $16.1875        $    1,472
                                                                        
1989 Stock Option Plan     1,000,000       $16.1875         $16.1875        $    4,905
                        -------------  ---------------   --------------  ----------------
                                                                                 
       Total               1,300,000       $16.1875         $16.1875        $    6,377
</TABLE>
              
(1)   Together with an indeterminate number of additional shares  which
  may be necessary to adjust the number of shares reserved for issuance
  pursuant to the Stock Option Plan for Nonemployee Directors  and  the
  1989 Stock Option Plan as the result of any future stock split, stock
  dividend or similar adjustment of the outstanding Common Stock of the
  Company.
<PAGE>
(2)      Estimated  pursuant to Rule 457(c) solely for the  purpose  of
   calculating the amount of the registration fee.  The price per share
   is  estimated to be $16.1875 based on the average of the  high  ($16.75)
   and low ($15.625) sales prices for the Common Stock in the over-
   the-counter  market on November 4, 1996 as reported  by  the  Nasdaq
   National Market.
Page -ii-
<PAGE>                                   
                                PART II
                                   
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
     
     The  following documents are hereby incorporated by reference  in
this Registration Statement:
          
          (a)   The  Registrant's Annual Report on Form 10-K  for  the
year  ended  December 31, 1995 filed with the Securities and  Exchange
Commission  (the  "Commission"),  which  contains  audited   financial
statements  for  the most recent year for which such  statements  have
been filed;
          
          (b)  The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996;
          
          (c)   All other reports filed by the Registrant pursuant  to
Section  13(a)  or 15(d) of the Securities Exchange Act  of  1934,  as
amended (the "Exchange Act"), since the end of the fiscal year covered
by the Annual Report referred to in (a) above; and
          
          (d)   The  description  of  the  Registrant's  Common  Stock
contained  in  the Registration Statement on Form 8-A filed  with  the
Commission on November 30, 1995, under Section 12 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 Sections 13(a),
13(c),  14  and 15(d) of the Exchange Act, after the date  hereof  and
before  the filing of a post-effective amendment which indicates  that
all  securities offered hereby have been sold or which deregisters all
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  Bylaws provides for indemnification of the  Registrant's
directors,  officers,  employees and  agents  to  the  maximum  extent
permitted  by  Washington  law.   Certain  of  the  directors  of  the
Registrant,  who  are  affiliated with principal shareholders  of  the
Registrant,  also  may  be  indemnified by such  shareholders  against
liability  they  may  incur in their capacity as  a  director  of  the
Registrant,  including pursuant to a liability  insurance  policy  for
such purpose.
     
     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,  knowing  violations  of  law   or   illegal
distributions,  or any transaction from which the director  personally
received  a  benefit  in  money, property or  services  to  which  the
director  is  not  legally entitled.  Article 8 of  the  Registrant's
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 entered into an indemnification agreement with
each  of  its executive officers and directors in which the Registrant
agrees  to hold harmless and indemnify the officer or director to  the
fullest extent permitted by Washington law.  The Registrant agrees  to
indemnify the officer or director against any and all losses,  claims,
damages,  liabilities  or expenses incurred  in  connection  with  any
actual,  pending  or  threatened action, suit,  claim  or  proceeding,
whether  civil, criminal, administrative or investigative and  whether
formal  or  informal,  in which the officer or  director  is,  was  or
becomes involved by reason of the fact that the officer or director is
or  was  a  director,  officer, employee,  trustee  or  agent  of  the
registrant  or  any  related  registrant, partnership  or  enterprise,
including  service with respect to an employee benefit  plan,  whether
the  basis of such proceeding is alleged action (or inaction)  by  the
officer or director in an official capacity.  No indemnity pursuant to
the indemnification agreements shall be provided by the Registrant  on
account  of  any  suit  in  which a final,  unappealable  judgment  is
rendered against the officer or director for an accounting of  profits
made  from  the
Page II-1
<PAGE>
purchase  or  sale by  the  officer  or  director  of
securities  of  the  Registrant  in violation  of  the  provisions  of
Section  16(b)  of the Exchange Act, and amendments  thereto,  or  for
damages that have been paid directly to the officer or director by  an
insurance carrier under a policy of directors' and officers' liability
insurance maintained by the Registrant.
     
     The  Registrant also maintains an insurance policy  ensuring  its
directors  and executive officers against liability for  certain  acts
and omissions while acting in their official capacities.


Item 8.  EXHIBITS
     
 Exhibit                        
 Number                   Description
          
--------- -------------------------------------------
          
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-5)
          
23.2      Consent  of  Coopers & Lybrand  L.L.P.  (see
          page II-6)
          
23.3      Consent  of  Perkins Coie (included  in  its
          Opinion filed as Exhibit 5.1)
          
24.1      Power of Attorney (see Signature Page)
          
99.1      Stock Option Plan for Nonemployee Directors
          
99.2      1989 Stock Option 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; and
          
          (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)  above  do  not
apply  if  the information required to be included in a post-effective
amendment  by those paragraphs is contained in periodic reports  filed
by  the  Registrant  pursuant to Section 13 or Section  15(d)  of  the
Exchange  Act  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 which remain  unsold
at the termination of the offering.
Page II-2
<PAGE>
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
benefits  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
Securities  and  Exchange 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-3
<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, thereunto duly authorized, in the City  of
Redmond, State of Washington, on the  8 day of November, 1996.
                                   
                                   NEOPATH, INC.
                                   
                                   
                                   By  /S/ Alan C. Nelson
                                     ------------------------
                                        Alan C. Nelson, President and
                                   Chief Executive Officer
                                   
                                   
                           POWER OF ATTORNEY
     
     Each person whose signature appears below authorizes and appoints
Alan C. Nelson and Robert C. Bateman, or either of them, his attorneys-
in-fact,  with  the  power of substitution, for him  in  any  and  all
capacities, to sign any amendments to this Registration Statement, and
to  file  the  same,  with  exhibits thereto and  other  documents  in
connection  therewith,  with the Securities and  Exchange  Commission,
hereby  ratifying  and confirming all that said attorneys-in-fact,  or
their  substitute or substitutes, may do or cause to be done by virtue
hereof.
     
     Pursuant  to the requirements of the Securities Act of  1933,  as
amended,  this  Registration Statement has been signed  below  by  the
following  persons  on the 8 day of November, 1996 in  the  capacities
indicated.
     
           Signature                            Title
       /s/Alan C. Nelson             
  ---------------------------        President and Chief Executive
        Alan C. Nelson               Officer (Principal Executive
                                     Officer)
     /s/Robert C. Bateman            
 ----------------------------        Secretary and Controller
       Robert C. Bateman             (Principal Financial and
                                     Accounting Officer)
       /s/Walter L. Robb             
 ----------------------------        Chairman of the Board
        Walter L. Robb

      /s/Alan D. Frazier             
     ------------------------        Director
        Alan D. Frazier

     /s/Cristina H. Kepner             
   --------------------------        Director
      Cristina H. Kepner

    /s/C. Richard Kramlich           
 ----------------------------        Director
      C. Richard Kramlich

     /s/David A. Thompson            
  ---------------------------        Director
       David A. Thompson

      /s/Gail R. Wilensky            
 -----------------------------       Director
       Gail R. Wilensky

Page II-4                                   
<PAGE>                                   
                                   
          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.  Stock  Option
Plan for Nonemployee Directors and the NeoPath, Inc. 1989 Stock Option
Plan  of  our  report  dated February 2, 1996,  with  respect  to  the
financial  statements of NeoPath, Inc. included in its  Annual  Report
(Form  10-K)  for  the year ended December 31, 1995,  filed  with  the
Securities and Exchange Commission.
                                                  
                                                  ERNST & YOUNG LLP


Seattle, Washington
November 6, 1996

Page II-5
<PAGE>                                   
                                   
                                   
                  CONSENT OF INDEPENDENT ACCOUNTANTS
     
     We  consent to the incorporation by reference in the Registration
Statement  of NeoPath, Inc. on Form S-8 of our report dated March  21,
1994  on the statements of operations and cash flows of NeoPath,  Inc.
(a  development stage company) for the year ended December  31,  1993,
and  the accompanying statements of shareholders' equity (deficit) for
each  of the periods from January 26, 1989 (date of inception) through
December 31, 1993.

COOPERS & LYBRAND L.L.P.


Seattle, Washington
November 6, 1996

Page II-6
<PAGE>                                   
                                   
                                   
                           INDEX TO EXHIBITS
                                   
 Exhibit                        
 Number                   Description
          
--------- -------------------------------------------
          
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-5)
          
23.2      Consent  of  Coopers & Lybrand  L.L.P.  (see
          Page II-6)
          
23.3      Consent   of   Perkins  Coie  (included   in
          Exhibit 5.1)
          
24.1      Power of Attorney (see Signature Page)
          
99.1      Stock Option Plan for Nonemployee Directors
          
99.2      1989 Stock Option Plan
                                   
                                   
Page II-7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19873}]
{"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": "333-15869", "film-number": "96657571"}, "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 8, 1996
                                          Registration No. 33-
                  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.
              STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                        1989 STOCK OPTION PLAN
                      (Full titles of the plans)
                          DR. ALAN C. NELSON
                             NeoPath, Inc.
                 President and Chief Executive Officer
                       8271 - 154th Avenue N.E.
                      Redmond, Washington  98052
                            (206) 869-7284
       (Name, address and telephone number of agent for service)
                        ______________________
                               Copy to:
                        MICHAEL E. STANSBURY
                             Perkins Coie
                     1201 Third Avenue, 40th Floor
                    Seattle, Washington  98101-3099
                    -------------------------------
                    CALCULATION OF REGISTRATION FEE
Proposed             
                                                            Maximum              
                                       Proposed Maximum    Aggregate   
  Title of Securities    Amount to Be   Offering Price      Offering        Amount of
   to Be Registered     Registered(1)    Per Share(2)       Price(2)     Registration Fee
----------------------- -------------  ----------------  --------------  ----------------
Common Stock, $.01 par                                                           
value per share:                        Not Applicable   Not Applicable   Not Applicable
                                                                                 
Stock Option Plan for                                                            
Nonemployee Directors        300,000       $16.1875         $16.1875        $    1,472
                                                                        
1989 Stock Option Plan     1,000,000       $16.1875         $16.1875        $    4,905
                        -------------  ---------------   --------------  ----------------
                                                                                 
       Total               1,300,000       $16.1875         $16.1875        $    6,377
(1)   Together with an indeterminate number of additional shares  which
  may be necessary to adjust the number of shares reserved for issuance
  pursuant to the Stock Option Plan for Nonemployee Directors  and  the
  1989 Stock Option Plan as the result of any future stock split, stock
  dividend or similar adjustment of the outstanding Common Stock of the
  Company.
(2)      Estimated  pursuant to Rule 457(c) solely for the  purpose  of
   calculating the amount of the registration fee.  The price per share
   is  estimated to be $16.1875 based on the average of the  high  ($16.75)
   and low ($15.625) sales prices for the Common Stock in the over-
   the-counter  market on November 4, 1996 as reported  by  the  Nasdaq
   National Market.
Page -ii-
PART II
                                   
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
     
     The  following documents are hereby incorporated by reference  in
this Registration Statement:
          
          (a)   The  Registrant's Annual Report on Form 10-K  for  the
year  ended  December 31, 1995 filed with the Securities and  Exchange
Commission  (the  "Commission"),  which  contains  audited   financial
statements  for  the most recent year for which such  statements  have
been filed;
          
          (b)  The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996;
          
          (c)   All other reports filed by the Registrant pursuant  to
Section  13(a)  or 15(d) of the Securities Exchange Act  of  1934,  as
amended (the "Exchange Act"), since the end of the fiscal year covered
by the Annual Report referred to in (a) above; and
          
          (d)   The  description  of  the  Registrant's  Common  Stock
contained  in  the Registration Statement on Form 8-A filed  with  the
Commission on November 30, 1995, under Section 12 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 Sections 13(a),
13(c),  14  and 15(d) of the Exchange Act, after the date  hereof  and
before  the filing of a post-effective amendment which indicates  that
all  securities offered hereby have been sold or which deregisters all
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  Bylaws provides for indemnification of the  Registrant's
directors,  officers,  employees and  agents  to  the  maximum  extent
permitted  by  Washington  law.   Certain  of  the  directors  of  the
Registrant,  who  are  affiliated with principal shareholders  of  the
Registrant,  also  may  be  indemnified by such  shareholders  against
liability  they  may  incur in their capacity as  a  director  of  the
Registrant,  including pursuant to a liability  insurance  policy  for
such purpose.
     
     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,  knowing  violations  of  law   or   illegal
distributions,  or any transaction from which the director  personally
received  a  benefit  in  money, property or  services  to  which  the
director  is  not  legally entitled.  Article 8 of  the  Registrant's
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 entered into an indemnification agreement with
each  of  its executive officers and directors in which the Registrant
agrees  to hold harmless and indemnify the officer or director to  the
fullest extent permitted by Washington law.  The Registrant agrees  to
indemnify the officer or director against any and all losses,  claims,
damages,  liabilities  or expenses incurred  in  connection  with  any
actual,  pending  or  threatened action, suit,  claim  or  proceeding,
whether  civil, criminal, administrative or investigative and  whether
formal  or  informal,  in which the officer or  director  is,  was  or
becomes involved by reason of the fact that the officer or director is
or  was  a  director,  officer, employee,  trustee  or  agent  of  the
registrant  or  any  related  registrant, partnership  or  enterprise,
including  service with respect to an employee benefit  plan,  whether
the  basis of such proceeding is alleged action (or inaction)  by  the
officer or director in an official capacity.  No indemnity pursuant to
the indemnification agreements shall be provided by the Registrant  on
account  of  any  suit  in  which a final,  unappealable  judgment  is
rendered against the officer or director for an accounting of  profits
made  from  the
Page II-1
purchase  or  sale by  the  officer  or  director  of
securities  of  the  Registrant  in violation  of  the  provisions  of
Section  16(b)  of the Exchange Act, and amendments  thereto,  or  for
damages that have been paid directly to the officer or director by  an
insurance carrier under a policy of directors' and officers' liability
insurance maintained by the Registrant.
     
     The  Registrant also maintains an insurance policy  ensuring  its
directors  and executive officers against liability for  certain  acts
and omissions while acting in their official capacities.

Item 8.  EXHIBITS
     
 Exhibit                        
 Number                   Description
          
--------- -------------------------------------------
          
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-5)
          
23.2      Consent  of  Coopers & Lybrand  L.L.P.  (see
          page II-6)
          
23.3      Consent  of  Perkins Coie (included  in  its
          Opinion filed as Exhibit 5.1)
          
24.1      Power of Attorney (see Signature Page)
          
99.1      Stock Option Plan for Nonemployee Directors
          
99.2      1989 Stock Option 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; and
          
          (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)  above  do  not
apply  if  the information required to be included in a post-effective
amendment  by those paragraphs is contained in periodic reports  filed
by  the  Registrant  pursuant to Section 13 or Section  15(d)  of  the
Exchange  Act  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 which remain  unsold
at the termination of the offering.
Page II-2
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
benefits  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
Securities  and  Exchange 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-3
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, thereunto duly authorized, in the City  of
Redmond, State of Washington, on the  8 day of November, 1996.
                                   
                                   NEOPATH, INC.
                                   
                                   
                                   By  /S/ Alan C. Nelson
                                     ------------------------
                                        Alan C. Nelson, President and
                                   Chief Executive Officer
                                   
                                   
                           POWER OF ATTORNEY
     
     Each person whose signature appears below authorizes and appoints
Alan C. Nelson and Robert C. Bateman, or either of them, his attorneys-
in-fact,  with  the  power of substitution, for him  in  any  and  all
capacities, to sign any amendments to this Registration Statement, and
to  file  the  same,  with  exhibits thereto and  other  documents  in
connection  therewith,  with the Securities and  Exchange  Commission,
hereby  ratifying  and confirming all that said attorneys-in-fact,  or
their  substitute or substitutes, may do or cause to be done by virtue
hereof.
     
     Pursuant  to the requirements of the Securities Act of  1933,  as
amended,  this  Registration Statement has been signed  below  by  the
following  persons  on the 8 day of November, 1996 in  the  capacities
indicated.
     
           Signature                            Title
       /s/Alan C. Nelson             
  ---------------------------        President and Chief Executive
        Alan C. Nelson               Officer (Principal Executive
                                     Officer)
     /s/Robert C. Bateman            
 ----------------------------        Secretary and Controller
       Robert C. Bateman             (Principal Financial and
                                     Accounting Officer)
       /s/Walter L. Robb             
 ----------------------------        Chairman of the Board
        Walter L. Robb

      /s/Alan D. Frazier             
     ------------------------        Director
        Alan D. Frazier

     /s/Cristina H. Kepner             
   --------------------------        Director
      Cristina H. Kepner

    /s/C. Richard Kramlich           
 ----------------------------        Director
      C. Richard Kramlich

     /s/David A. Thompson            
  ---------------------------        Director
       David A. Thompson

      /s/Gail R. Wilensky            
 -----------------------------       Director
       Gail R. Wilensky

Page II-4
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.  Stock  Option
Plan for Nonemployee Directors and the NeoPath, Inc. 1989 Stock Option
Plan  of  our  report  dated February 2, 1996,  with  respect  to  the
financial  statements of NeoPath, Inc. included in its  Annual  Report
(Form  10-K)  for  the year ended December 31, 1995,  filed  with  the
Securities and Exchange Commission.
                                                  
                                                  ERNST & YOUNG LLP

Seattle, Washington
November 6, 1996

Page II-5
CONSENT OF INDEPENDENT ACCOUNTANTS
     
     We  consent to the incorporation by reference in the Registration
Statement  of NeoPath, Inc. on Form S-8 of our report dated March  21,
1994  on the statements of operations and cash flows of NeoPath,  Inc.
(a  development stage company) for the year ended December  31,  1993,
and  the accompanying statements of shareholders' equity (deficit) for
each  of the periods from January 26, 1989 (date of inception) through
December 31, 1993.

COOPERS & LYBRAND L.L.P.

Seattle, Washington
November 6, 1996

Page II-6
INDEX TO EXHIBITS
                                   
 Exhibit                        
 Number                   Description
          
--------- -------------------------------------------
          
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-5)
          
23.2      Consent  of  Coopers & Lybrand  L.L.P.  (see
          Page II-6)
          
23.3      Consent   of   Perkins  Coie  (included   in
          Exhibit 5.1)
          
24.1      Power of Attorney (see Signature Page)
          
99.1      Stock Option Plan for Nonemployee Directors
          
99.2      1989 Stock Option Plan
                                   
                                   
Page II-7