As filed with the Securities and Exchange Commission on August 12, 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. 1994 EMPLOYEE STOCK PURCHASE 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          Additional      Maximum        Maximum         
Securities to     Amount to       Offering       Aggregate      Amount of
Be                Be              Price Per      Offering       Registration
Registered        Registered      Share(1)       Price (1)      Fee        
- -------------     ----------      ----------     ----------     ------------

Common            800,000(2)       $4.19         $3,352,000      $1,156
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 August 5, 1996, as reported
         on the NASDAQ National Market System.

(2)      These  securities  are of the same class and in addition  to  1,000,000
         shares of Common Stock initially available to be granted under the 1994
         Employee  Stock  Purchase Plan and  previously  registered  pursuant to
         Registration  Statement  No.  33-71786.  The total  number of shares of
         Common  Stock  now  issuable  under the  Amended  1994  Employee  Stock
         Purchase Plan is 1,800,000 shares.

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the 1994 Employee Stock Purchase Plan.

                                       ii
<PAGE>

                             ADDITIONAL INFORMATION

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

                                    THE PLAN

General

         The Board of Directors adopted the 1994 Employee Stock Purchase Plan on
October  29,  1993 and the  Shareholders  approved  the Plan at the 1994  Annual
Meeting.  The Plan became effective January 1, 1994. The Plan was amended by the
board on May 28, 1996 to increase  the number of shares  available  for issuance
under the Plan from  1,000,000 to  1,800,000.  The amendment was approved by the
Shareholders  on June 28, 1996. The 1994 Plan provides for the sale of shares of
the Company's  Common Stock using funds deducted from employees'  earnings.  The
Plan is intended to qualify as a "Stock Purchase Plan" as defined in Section 423
of the Internal Revenue Code of 1986, as amended. The Plan is not subject to the
provisions of the Employee  Retirement Income Security Act of 1974 ("ERISA") nor
is it qualified  as a pension or  profit-sharing  plan under  Section 401 of the
Internal Revenue Code of 1986, as amended (the "Code"). The purposes of the 1994
Plan are to induce  persons of  outstanding  ability and  potential  to join and
remain with the Company,  to provide an incentive  for such  employees to expand
and improve the profits and  prosperity  of the Company by enabling such persons
to acquire proprietary  interests in the Company,  and to attract and retain key
personnel by  providing  employees  the  opportunity  to purchase  shares of the
Company's Common Stock.

         The  contents  of   Registration   Statement  No.  33-71786  are  fully
incorporated herein by reference, except as specifically provided herein.

Shares Subject To The Plan

         Subject to the  provisions  of the Plan  relating to  adjustments  upon
changes in stock, the number of shares of stock that may be sold pursuant to the
Plan cannot  exceed an  aggregate of 1,800,000  shares of the  Company's  Common
Stock. The Company shall, at all times while the Plan is in force,  reserve such
number of common shares as will be sufficient to satisfy the requirements of the
number of shares  available  for  issuance  under the Plan.  Such  shares may be
authorized  but unissued  shares of stock of the Company or shares  purchased in
the open market  expressly for sale to employees under the Plan. All proceeds of
shares originally issued by the Company shall be retained by the Company.

                                       1
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of South San Francisco,  State of California, on August
12, 1996.

                                  IMATRON INC.


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

                                       2
<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Douglas P. Boyd and S. Lewis Meyer, or
either of them,  his true and lawful  attorney-in-fact,  each with full power of
substitution  for him in any and all capacities,  to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming all that each of said  attorneys-in-fact  or their or his substitutes
or substitute, 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 by the  following  persons in the
capacities and on the dates indicated.

    Signature                     Title                               Date
    ---------                     -----                               ----

/s/ S. Lewis Meyer       President, Chief Executive Officer      August 12, 1996
- ------------------       and Director
S. Lewis Meyer           


                         Chairman of the Board                   August __, 1996
- -------------------
Douglas P. Boyd


/s/ Gary H. Brooks       Vice President Finance, Chief           August 12, 1996
- ------------------       Financial Officer,             
Gary H. Brooks           and Chief Accounting Officer   
                         


/s/ John L. Couch        Director                                August 12, 1996
- ------------------
John L. Couch


/s/ Terry Ross           Director                                August 12, 1996
- ---------------
Terry Ross


                         Director                                August __, 1996
- ------------
Aldo Test

                                       3

<PAGE>
<TABLE>

                                  IMATRON INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

                        1,800,000 Shares of Common Stock

<CAPTION>
Sequential
Exhibit No.                Description                                                            Page No.
- -----------                -----------                                                            --------

<C>                        <C>                                                                    <C>
4.1                        Imatron Inc. 1994 Employee Stock Purchase Plan, as amended             6

5.1                        Opinion of Counsel as to legality of securities being registered.      19

24.1                       Consent of independent auditors.                                       22

24.2                       Consent of counsel.

                           Reference is made to Exhibit 5.1.

25.1                       Power of Attorney (contained in signature pages)

</TABLE>

                                       4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11414}]
{"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": "333-09989", "film-number": "96608605"}, "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 August 12, 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. 1994 EMPLOYEE STOCK PURCHASE 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          Additional      Maximum        Maximum         
Securities to     Amount to       Offering       Aggregate      Amount of
Be                Be              Price Per      Offering       Registration
Registered        Registered      Share(1)       Price (1)      Fee        
- -------------     ----------      ----------     ----------     ------------

Common            800,000(2)       $4.19         $3,352,000      $1,156
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 August 5, 1996, as reported
         on the NASDAQ National Market System.

(2)      These  securities  are of the same class and in addition  to  1,000,000
         shares of Common Stock initially available to be granted under the 1994
         Employee  Stock  Purchase Plan and  previously  registered  pursuant to
         Registration  Statement  No.  33-71786.  The total  number of shares of
         Common  Stock  now  issuable  under the  Amended  1994  Employee  Stock
         Purchase Plan is 1,800,000 shares.

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the 1994 Employee Stock Purchase Plan.

                                       ii
ADDITIONAL INFORMATION

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

                                    THE PLAN

General

         The Board of Directors adopted the 1994 Employee Stock Purchase Plan on
October  29,  1993 and the  Shareholders  approved  the Plan at the 1994  Annual
Meeting.  The Plan became effective January 1, 1994. The Plan was amended by the
board on May 28, 1996 to increase  the number of shares  available  for issuance
under the Plan from  1,000,000 to  1,800,000.  The amendment was approved by the
Shareholders  on June 28, 1996. The 1994 Plan provides for the sale of shares of
the Company's  Common Stock using funds deducted from employees'  earnings.  The
Plan is intended to qualify as a "Stock Purchase Plan" as defined in Section 423
of the Internal Revenue Code of 1986, as amended. The Plan is not subject to the
provisions of the Employee  Retirement Income Security Act of 1974 ("ERISA") nor
is it qualified  as a pension or  profit-sharing  plan under  Section 401 of the
Internal Revenue Code of 1986, as amended (the "Code"). The purposes of the 1994
Plan are to induce  persons of  outstanding  ability and  potential  to join and
remain with the Company,  to provide an incentive  for such  employees to expand
and improve the profits and  prosperity  of the Company by enabling such persons
to acquire proprietary  interests in the Company,  and to attract and retain key
personnel by  providing  employees  the  opportunity  to purchase  shares of the
Company's Common Stock.

         The  contents  of   Registration   Statement  No.  33-71786  are  fully
incorporated herein by reference, except as specifically provided herein.

Shares Subject To The Plan

         Subject to the  provisions  of the Plan  relating to  adjustments  upon
changes in stock, the number of shares of stock that may be sold pursuant to the
Plan cannot  exceed an  aggregate of 1,800,000  shares of the  Company's  Common
Stock. The Company shall, at all times while the Plan is in force,  reserve such
number of common shares as will be sufficient to satisfy the requirements of the
number of shares  available  for  issuance  under the Plan.  Such  shares may be
authorized  but unissued  shares of stock of the Company or shares  purchased in
the open market  expressly for sale to employees under the Plan. All proceeds of
shares originally issued by the Company shall be retained by the Company.

                                       1
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of South San Francisco,  State of California, on August
12, 1996.

                                  IMATRON INC.

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

                                       2
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Douglas P. Boyd and S. Lewis Meyer, or
either of them,  his true and lawful  attorney-in-fact,  each with full power of
substitution  for him in any and all capacities,  to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming all that each of said  attorneys-in-fact  or their or his substitutes
or substitute, 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 by the  following  persons in the
capacities and on the dates indicated.

    Signature                     Title                               Date
    ---------                     -----                               ----

/s/ S. Lewis Meyer       President, Chief Executive Officer      August 12, 1996
- ------------------       and Director
S. Lewis Meyer           

                         Chairman of the Board                   August __, 1996
- -------------------
Douglas P. Boyd

/s/ Gary H. Brooks       Vice President Finance, Chief           August 12, 1996
- ------------------       Financial Officer,             
Gary H. Brooks           and Chief Accounting Officer   
                         

/s/ John L. Couch        Director                                August 12, 1996
- ------------------
John L. Couch

/s/ Terry Ross           Director                                August 12, 1996
- ---------------
Terry Ross

                         Director                                August __, 1996
- ------------
Aldo Test

                                       3
IMATRON INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

                        1,800,000 Shares of Common Stock
Sequential
Exhibit No.                Description                                                            Page No.
- -----------                -----------                                                            --------
4.1                        Imatron Inc. 1994 Employee Stock Purchase Plan, as amended             6

5.1                        Opinion of Counsel as to legality of securities being registered.      19

24.1                       Consent of independent auditors.                                       22

24.2                       Consent of counsel.

                           Reference is made to Exhibit 5.1.

25.1                       Power of Attorney (contained in signature pages)
4