As filed with the Securities and Exchange Commission on October 30, 1996
                                           --Registration No. 33-____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                  IMATRON INC.
             -------------------------------------------------------
                 (Exact name of issuer specified in its charter)

              New Jersey                            94-2880078
       (State of incorporation)        (I.R.S. Employer Identification No.)

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

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



                     IMATRON INC. STOCK BONUS INCENTIVE 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 of Service)

                                   Copies to:

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


<PAGE>


If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [ X ]

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

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

Common               790,319        $ 4.05           $3,200,792     $1,104
Stock No 
Par Value

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

(1)  Estimated  pursuant to Rule 457(c) solely for purposes of  calculating  the
     amount of the registration  fee, based upon the average of the high and low
     sales prices of the Common  Stock on October 25,  1996,  as reported on the
     NASDAQ National Market System.


                                       ii

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  are   incorporated  by  reference  in  this
Registration Statement.

                  (a)  Registrant's  Annual  Report on Form 10-K for the  fiscal
year ended December 31, 1995,  filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended;

                  (b) Registrant's quarterly reports on Form 10-Q for the fiscal
quarters ended March 31, 1996 and June 30, 1996, and all other reports,  if any,
filed by the  Company  pursuant  to  Section  13(a)  or 15(d) of the  Securities
Exchange Act of 1934 since the end of the fiscal year ended December 31, 1995;

                  (c) The description of Registrant's  Common Stock contained in
the  Registration  Statement on Form 8-A filed with the Commission on August 12,
1983 under  Section 12 of the  Securities  Exchange Act of 1934,  including  any
amendment or report 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  Securities  Exchange  Act of 1934 after the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered  hereunder  have been sold, or which  deregisters  all  securities  then
remaining  unsold  under  this  Registration  Statement,  shall be  deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

Item 4.     DESCRIPTION OF SECURITIES.

         Not  applicable;  the class of  securities  to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.

Item 5.     INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article IX of the Bylaws of the Company  sets forth the extent to which
officers or directors of the Company may be indemnified  against any liabilities
which they may incur.  The general  effect of such Bylaw  provision  is that any
person made a party to an action,  suit or proceeding by reason of the fact that
he is or was a  director,  officer,  employee  or  agent of the  Company,  or of
another  corporation or other  enterprise which he served as such at the request
of the Company,  shall be indemnified by the Company against expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by it in connection with such action, suit or proceeding, to
the full extent permitted under the laws of the State of New Jersey.

         The  general  effect of the  indemnification  provisions  contained  in
Section  14A:3-5 of the New Jersey  General  Corporation  Law is as  follows:  A
director  or officer  who, by reason of such  directorship  or  officership,  is
involved in any action,  suit or  proceeding  (other than an action by or


                                       1

<PAGE>


in the right of the Company) may be indemnified by the Company against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best  interest of the Company,  and, with respect to
any criminal action or proceeding,  had no reasonable  cause to believe that his
conduct was unlawful.  A director or officer who, by reason of such directorship
or  officership,  is  involved  in any  action or suit by or in the right of the
Company may be indemnified by the Company against expenses (including attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company,  except  that no  indemnification  may be made in respect of any claim,
issue or  matter  as to which he shall  have  been  adjudged  to be  liable  for
negligence or misconduct in the  performance  of his duty to the Company  unless
and only to the extent that a court of  appropriate  jurisdiction  shall approve
such indemnification.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

Item 8.   EXHIBITS.

Exhibit
Number                   Description of Document
------                   -----------------------

4.1                      Imatron Stock Bonus Incentive Plan

5.1                      Opinion of Counsel as to the legality of the securities
                         being registered

24.1                     Consent of Independent Auditors

24.2                     Consent of Counsel.  Reference is made to Exhibit 5.1


Item 9.     UNDERTAKINGS.

         A.       Rule 415 Offering.

         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:

                           (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 the  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 the
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 the
Registration Statement;


                                       2


<PAGE>


         Provided,  however,  that  paragraphs  (A)(a)(i) and  (A)(a)(ii) do not
apply  if  the  information  required  or 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.

                  (b) 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.

                  (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 offering.

                  (d) 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 Exchange Act; and, where interim financial  information required to be
presented by Article 3 of Regulation S-X are 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.

         B.  Filings   Incorporating   Subsequent   Exchange  Act  Documents  By
Reference.
         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  Section  15(d)  of the  Exchange  Act  that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offering therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.  Filing of Form S-8 Registration Statement.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  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.

                                       3

<PAGE>


                                  IMATRON INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

                         790,319 Shares of Common Stock



Exhibit No.    Description                                           Page No.
-----------    -----------                                           --------

   4.1         Imatron Inc. Stock Bonus Incentive Plan, as
               amended                                                    6
     

   5.1         Opinion of Counsel as to legality of securities
               being registered.                                         13
                                             


  24.1         Consent of independent auditors.                          16


  24.2         Consent of counsel.

               Reference is made to Exhibit 5.1.

  25.1         Power of Attorney (contained in signature pages)


                                       4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14008}]
{"company-data": {"conformed-name": "IMATRON INC", "cik": "0000720477", "assigned-sic": "3845", "irs-number": "942880078", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15081", "film-number": "96650221"}, "business-address": {"street1": "389 OYSTER POINT BLVD", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080", "phone": "4155839964"}, "mail-address": {"street1": "389 OYSTER POINT BLVD", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080"}}
As filed with the Securities and Exchange Commission on October 30, 1996
                                           --Registration No. 33-____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                  IMATRON INC.
             -------------------------------------------------------
                 (Exact name of issuer specified in its charter)

              New Jersey                            94-2880078
       (State of incorporation)        (I.R.S. Employer Identification No.)

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

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

                     IMATRON INC. STOCK BONUS INCENTIVE 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 of Service)

                                   Copies to:

                              Roger S. Mertz, Esq.
                                Severson & Werson
                       One Embarcadero Center, 26th Floor
                         San Francisco, California 94111
If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [ X ]

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

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

Common               790,319        $ 4.05           $3,200,792     $1,104
Stock No 
Par Value

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

(1)  Estimated  pursuant to Rule 457(c) solely for purposes of  calculating  the
     amount of the registration  fee, based upon the average of the high and low
     sales prices of the Common  Stock on October 25,  1996,  as reported on the
     NASDAQ National Market System.

                                       ii
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  are   incorporated  by  reference  in  this
Registration Statement.

                  (a)  Registrant's  Annual  Report on Form 10-K for the  fiscal
year ended December 31, 1995,  filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended;

                  (b) Registrant's quarterly reports on Form 10-Q for the fiscal
quarters ended March 31, 1996 and June 30, 1996, and all other reports,  if any,
filed by the  Company  pursuant  to  Section  13(a)  or 15(d) of the  Securities
Exchange Act of 1934 since the end of the fiscal year ended December 31, 1995;

                  (c) The description of Registrant's  Common Stock contained in
the  Registration  Statement on Form 8-A filed with the Commission on August 12,
1983 under  Section 12 of the  Securities  Exchange Act of 1934,  including  any
amendment or report 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  Securities  Exchange  Act of 1934 after the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered  hereunder  have been sold, or which  deregisters  all  securities  then
remaining  unsold  under  this  Registration  Statement,  shall be  deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

Item 4.     DESCRIPTION OF SECURITIES.

         Not  applicable;  the class of  securities  to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.

Item 5.     INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article IX of the Bylaws of the Company  sets forth the extent to which
officers or directors of the Company may be indemnified  against any liabilities
which they may incur.  The general  effect of such Bylaw  provision  is that any
person made a party to an action,  suit or proceeding by reason of the fact that
he is or was a  director,  officer,  employee  or  agent of the  Company,  or of
another  corporation or other  enterprise which he served as such at the request
of the Company,  shall be indemnified by the Company against expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by it in connection with such action, suit or proceeding, to
the full extent permitted under the laws of the State of New Jersey.

         The  general  effect of the  indemnification  provisions  contained  in
Section  14A:3-5 of the New Jersey  General  Corporation  Law is as  follows:  A
director  or officer  who, by reason of such  directorship  or  officership,  is
involved in any action,  suit or  proceeding  (other than an action by or

                                       1
in the right of the Company) may be indemnified by the Company against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best  interest of the Company,  and, with respect to
any criminal action or proceeding,  had no reasonable  cause to believe that his
conduct was unlawful.  A director or officer who, by reason of such directorship
or  officership,  is  involved  in any  action or suit by or in the right of the
Company may be indemnified by the Company against expenses (including attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company,  except  that no  indemnification  may be made in respect of any claim,
issue or  matter  as to which he shall  have  been  adjudged  to be  liable  for
negligence or misconduct in the  performance  of his duty to the Company  unless
and only to the extent that a court of  appropriate  jurisdiction  shall approve
such indemnification.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

Item 8.   EXHIBITS.

Exhibit
Number                   Description of Document
------                   -----------------------

4.1                      Imatron Stock Bonus Incentive Plan

5.1                      Opinion of Counsel as to the legality of the securities
                         being registered

24.1                     Consent of Independent Auditors

24.2                     Consent of Counsel.  Reference is made to Exhibit 5.1

Item 9.     UNDERTAKINGS.

         A.       Rule 415 Offering.

         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:

                           (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 the  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 the
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 the
Registration Statement;

                                       2
Provided,  however,  that  paragraphs  (A)(a)(i) and  (A)(a)(ii) do not
apply  if  the  information  required  or 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.

                  (b) 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.

                  (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 offering.

                  (d) 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 Exchange Act; and, where interim financial  information required to be
presented by Article 3 of Regulation S-X are 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.

         B.  Filings   Incorporating   Subsequent   Exchange  Act  Documents  By
Reference.
         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  Section  15(d)  of the  Exchange  Act  that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offering therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.  Filing of Form S-8 Registration Statement.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  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.

                                       3
IMATRON INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

                         790,319 Shares of Common Stock

Exhibit No.    Description                                           Page No.
-----------    -----------                                           --------

   4.1         Imatron Inc. Stock Bonus Incentive Plan, as
               amended                                                    6
     

   5.1         Opinion of Counsel as to legality of securities
               being registered.                                         13
                                             

  24.1         Consent of independent auditors.                          16

  24.2         Consent of counsel.

               Reference is made to Exhibit 5.1.

  25.1         Power of Attorney (contained in signature pages)

                                       4