As filed with the Securities and Exchange Commission on June 18, 1997
                           Registration No. 333-_____

===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
             ______________________________________________________
                                  FORM S-8/S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
             ______________________________________________________
                        INTELLIGENT MEDICAL IMAGING, INC.
             (Exact name of registrant as specified in its charter)
             ______________________________________________________

           Delaware                                  65-0136178
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

                       4360 Northlake Boulevard, Suite 214
                        Palm Beach Gardens, Florida 33410
                                 (561) 627-0344

               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

             ______________________________________________________
                   Amended and Restated 1990 Stock Option Plan
                              (Full Title of Plan)
             ______________________________________________________

                               John G. Igoe, Esq.
                                Edwards & Angell
                               250 Royal Palm Way
                            Palm Beach, Florida 33480
                                 (561) 833-7700
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

             ______________________________________________________

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Each Class of        Amount to be     Proposed maximum offering   Proposed maximum aggregate  Amount of
Securities to be Registered   registered       price per unit (1)          offering price (1)          registration fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                  <C>                         <C>                         <C>   
Common Stock,                 2,454,562 shares     $4.4375                    $10,892,119                 $3,301
$.01 par value per share
===================================================================================================================================
</TABLE>

(1)     These figures are estimates  made solely for the purpose of  calculating
        the  registration  fee pursuant to Rule 457 under the  Securities Act of
        1933, as amended. The registration fee has been calculated in accordance
        Rule 457(c)  based upon the  average of the bid and asked  prices of the
        Registrant's  Common  Stock on the  Nasdaq  National  Market on June 16,
        1997.

                              _____________________


                                   PROSPECTUS

                                 783,630 Shares

                        INTELLIGENT MEDICAL IMAGING, INC.
                                  Common Stock
                                 $.01 Par Value

This prospectus  relates to the resale of up to 783,630 shares (the "Shares") of
common  stock,  par value $.01 per share (the "Common  Stock"),  of  Intelligent
Medical  Imaging,  Inc. ("IMI" or the "Company"),  issuable upon the exercise of
certain  outstanding stock options under the Company's Amended and Restated 1990
Stock Option Plan (the "Plan"), which may be offered hereby from time to time by
any or all of the selling  stockholders  who are affiliates of the Company named
herein (collectively, the "Selling Stockholders").  The Selling Stockholders may
resell the Shares from time to time at market  prices  prevailing at the time of
sale,  at prices  related  to such  prevailing  market  prices or at  negotiated
prices. See "Selling Stockholders" and "Plan of Distribution".  The Company will
not receive any of the proceeds from the resale of the Shares.

The Common  Stock of the Company is quoted on the Nasdaq  National  Market under
the symbol  "IMII".  On June 17,  1997,  the last  reported  sale price for the
Common Stock on the Nasdaq National Market was $4.375 per share.

Certain  Selling  Stockholders  who are  affiliates  of the  Company  and anyone
effecting  sales on  behalf  of such  Selling  Stockholders  may be deemed to be
"underwriters"  within the  meaning of the  Securities  Act of 1933,  as amended
("Securities  Act"),  and  commissions  or  discounts  given may be  regarded as
underwriting commissions or discounts under the Securities Act.

     SEE "RISK FACTORS," BEGINNING ON PAGE 5, FOR INFORMATION THAT SHOULD BE
     CONSIDERED BY PROPROSPECTIVE INVESTORS.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.




                  The date of this Prospectus is June 18, 1997

<PAGE>


                              AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files reports, proxy statements and information statements and other
information  with the Securities  and Exchange  Commission  (the  "Commission").
Proxy  statements,   reports,  information  statements,  and  other  information
concerning the Company can be inspected and copied at the Commission's office at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549 and the
Commission's  Regional Offices located at Suite 1300, Seven World Center,  Suite
1300,  New York, New York 10048;  and  Northwestern  Atrium Center,  500 Madison
Street, Suite 1400, Chicago, Illinois 60661. The Commission also maintains a web
site that contains  reports,  proxy and  information  statements and information
statements and other information filed  electronically with the Commission,  the
address  of which is  http://www.sec.gov.  The  Common  Stock of the  Company is
quoted on the Nasdaq National Market.  Reports, proxy statements and information
statements and other information  concerning the Company may be inspected at the
offices of the National Association of Securities Dealers,  Inc. located at 1735
K Street, N.W., Washington D.C. 20006.

     The Company has filed with the Commission a Registration  Statement on Form
S-8/S-3 (including all amendments thereto,  the "Registration  Statement") under
the Securities Act of 1933, as amended (the "Securities  Act"),  with respect to
the Common  Stock  offered  hereby.  This  Prospectus  does not  contain all the
information set forth in the Registration Statement,  certain parts of which are
omitted in accordance  with the rules and  regulations  of the  Commission.  For
further  information  regarding the Company and the Common Stock offered hereby,
reference is hereby made to the  Registration  Statement and to the exhibits and
schedules filed therewith. Statements contained in this Prospectus regarding the
contents  of  any  agreement  or  other  document  filed  as an  exhibit  to the
Registration Statement are necessarily summaries of such documents,  and in each
instance  reference is made to the copy of such document  filed as an exhibit to
the  Registration  Statement  for a more  complete  description  of the  matters
involved.  The  Registration  Statement,  including  the exhibits and  schedules
thereto,  may be  inspected  and  copied  at  the  public  reference  facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington,  DC 20549 or
through its web site (http://www.sec.gov).

<PAGE>

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

      The following documents filed with the Commission by the Company are
incorporated in this Prospectus by reference (File No. 1-14190):

1.   Annual Report on Form 10-K for the fiscal year ended December 31, 1996.

2.   Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.

3.   The description of the Common Stock  contained in a Registration  Statement
     on Form 8-A dated  February 1, 1996,  and any amendment or report filed for
     the purpose of updating such description.

     All reports and other  documents  filed by the Company with the  Commission
after the date of this  Prospectus and prior to the  termination of the offering
of the Shares pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act
shall be deemed to be incorporated  by reference  herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated  or deemed to be incorporated in this Prospectus by reference shall
be deemed to be modified or superseded for the purpose of this Prospectus to the
extent  that  a  statement   contained  in  this  Prospectus  or  in  any  other
subsequently  filed  document which also is or is deemed to be  incorporated  in
this Prospectus by reference  modifies or supersedes  such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Prospectus.

     Such  incorporation  by  reference  shall  not be  deemed  to  specifically
incorporate  by  reference  the  information  referred to in Item  402(a)(8)  of
Regulation S-K.

     ALL REPORTS AND OTHER  DOCUMENTS  FILED BY THE COMPANY WITH THE  COMMISSION
PURSUANT  TO  SECTION  13(A),  13(C),  14 OR 15(D) OF THE  EXCHANGE  ACT AND ALL
DOCUMENTS  INCORPORATED  BY  REFERENCE  HEREIN  (OTHER  THAN  EXHIBITS  TO  SUCH
DOCUMENTS UNLESS SUCH EXHIBITS ARE  SPECIFICALLY  INCORPORATED BY REFERENCE INTO
THE INFORMATION THAT THE PROSPECTUS INCORPORATES) ARE AVAILABLE, WITHOUT CHARGE,
UPON  WRITTEN  OR ORAL  REQUEST  FROM ANY  PERSON  TO WHOM  THIS  PROSPECTUS  IS
DELIVERED, TO INTELLIGENT MEDICAL IMAGING, INC., 4360 NORTHLAKE BOULEVARD, SUITE
214,  PALM  BEACH  GARDENS,   FLORIDA  33410,  ATTENTION:   CORPORATE  SECRETARY
(TELEPHONE: (561) 627-0344.)

                               PROSPECTUS SUMMARY

     The  following  summary is qualified  in its entirety by the more  detailed
information appearing elsewhere or incorporated by reference in this Prospectus.
This Prospectus may contain certain "forward-looking"  information, as that term
is  defined by (i) the  Private  Securities  Litigation  Reform Act of 1995 (the
"Act") and (ii) releases made by the  Securities and Exchange  Commission.  Such
information  involves risks and uncertainties.  The Company's actual results may
differ materially from the results discussed in the forward-looking  statements.
Factors  that might  cause such a  difference  include,  but are not limited to,
those discussed in "Risk Factors."

                                   THE COMPANY

     IMI has developed and is marketing the Micro21 System(TM),  an intelligent,
automated  microscope  system,  for  diagnostic  use  in  hospital,   commercial
reference and  physician  group  practice  laboratories.  The Micro21  System is
designed to automate a broad range of manual microscopic procedures, potentially
enabling the  laboratory  to reduce costs and exposure to  liabilities,  enhance
analytical  accuracy  and  consistency,  increase  the  productivity  of medical
technologists and improve patient care.

     IMI  was   incorporated   in  the  State  of   Florida  in  June  1989  and
reincorporated in the State of Delaware in January 1996. Its principal executive
offices are located at 4360 Northlake Boulevard,  Suite 214, Palm Beach Gardens,
Florida 33410, and its telephone number is (561) 627-0344.

                                  THE OFFERING

     This  Prospectus  relates  to the resale of the  Shares  issuable  upon the
exercise of outstanding  stock options granted under the Plan by certain Selling
Stockholders  who are  affiliates  of the  Company.  Such  Shares may be offered
hereby from time to time by any or all of the Selling Stockholders.  The Company
will not  receive  any of the  proceeds  from the resale of the Shares of Common
Stock by the Selling Stockholders.

<PAGE>

                                  RISK FACTORS

     An investment in the shares of Common Stock offered hereby  involves a high
degree  of  risk.  In  evaluating  the  Company  and its  business,  prospective
investors  should  carefully  consider the following risk factors in addition to
the other information included herein.

            HISTORY OF OPERATING LOSSES; UNCERTAINTY OF PROFITABILITY

     The Company is in an early stage of product commercialization.  The Company
has generated little revenue to date, has experienced operating losses since its
inception in 1989 and has not yet achieved  profitability.  Operating losses for
the years ended December 31, 1994,  December 31, 1995 and December 31, 1996 were
approximately $2.2 million, $4.0 million, and $7.9 million respectively,  and at
December 31, 1996, the Company had an accumulated deficit of approximately $15.3
million.  There can be no  assurance  that the  Company's  product  will achieve
meaningful market  acceptance or that the Company will ever produce  significant
levels of product revenue or achieve or sustain  profitability.  The Company may
encounter  substantial  delays and expenses  relating to  regulatory  clearance,
research,  development  and testing for new procedures.  In addition,  delays or
expenses  associated with the defense of potential patent infringement claims or
other  unforeseen  difficulties  may  limit the  Company's  ability  to  achieve
profitability.  The  likelihood of the  Company's  success must be considered in
light of these and other problems,  expenses,  difficulties,  complications  and
delays frequently encountered in connection with the formation of a new business
and the development and commercialization of new products.

           RELIANCE ON THE MICRO21 SYSTEM; UNCERTAIN MARKET ACCEPTANCE

     The Company has  concentrated  its efforts  primarily on the development of
the Micro21 System and is dependent on the successful  commercialization of this
product to generate  revenues.  The success of the Micro21  System is  dependent
upon many  variables,  including  its  acceptance  as a reliable,  accurate  and
cost-effective   tool  for  microscopic   analysis  as  well  as  the  Company's
manufacturing  capacity and marketing efforts.  Currently,  the medical industry
relies  primarily on medical  technologists  for the  performance of microscopic
cellular analysis procedures.  There can be no assurance that the Micro21 System
will  perform as  expected or that the Micro21  System will  achieve  meaningful
market  acceptance.  The  current  model of the  Micro21  System may not be cost
effective for lower volume  laboratories.  There can be no assurance  that lower
priced models of the Micro21 System, which the Company plans to develop, will be
successfully developed by the Company or accepted by lower volume laboratories.

     The FDA  clearances  obtained by the Company for the Micro21 System require
that a medical  technologist analyze the images shown on the Micro21 System. The
need to continue to employ a medical  technologist to perform a review may limit
market  acceptance of the Micro21  System.  While the Company  intends to submit
applications  to the FDA for  additional  procedures,  there can be no assurance
that the Company will obtain FDA clearance for  additional  procedures,  or that
the Company will successfully  complete development of its NeuralVision software
for the performance of such additional procedures. The cost effectiveness of the
Micro21 System to an end user, and consequently  meaningful market acceptance of
the Micro21  System,  may depend on the Company's  ability to develop and obtain
regulatory  clearance  for  applications  in addition to the  currently  cleared
procedures,  and there can be no assurance  that the Company  will  successfully
develop such procedures or obtain such clearances.  The inability of the Company
to develop the Micro21 System to perform additional  procedures,  or the failure
by the Company to obtain  regulatory  approval  with respect to such  additional
procedures,  could have a material  adverse  effect on the  Company's  business,
results of operations and financial condition.

                  UNCERTAINTY OF PRICING OF THE MICRO21 SYSTEM

     The Company,  through Coulter,  has sold or leased only a limited number of
Micro21 Systems to end users. As a result, there can be no assurance whether the
prices for such sales and leases will be  indicative  of the prices at which the
Company will be able to sell or lease the current model of the Micro21 System to
end users in the future. In addition,  the Company anticipates that the price of
the Micro21  System will vary  depending on a variety of factors  including  the
level of acceptance in the  marketplace,  the number of  microscopic  procedures
implemented and the number of peripheral devices sold or leased with the Micro21
System.  The Company may  discount  asking  prices to  facilitate  early  market
penetration or in response to market conditions,  which may reduce the Company's
gross profit margins which could have a material adverse effect on the Company's
business, results of operations and financial condition.

       LIMITED SALES, MARKETING AND SERVICE CAPABILITY; RISKS ARISING FROM
       TERMINATION OF COULTER AGREEMENT AND COULTER SETTLEMENT AGREEMENT

     In  August  1995,  the  Company  entered  into  an  exclusive  distribution
agreement (the "Coulter  Agreement")  with Coulter  Corporation  ("Coulter") for
worldwide  sales,  marketing  and  service of the Micro21  System.  Prior to the
Company's termination of the Coulter Agreement (as described below), the Company
was dependent on its relationship with Coulter for sales,  marketing and service
of its  products.  The Company  terminated  the Coulter  Agreement in the fourth
quarter of 1996 because of Coulter's  revocation  of its  commitment to purchase
$5,500,000 of Micro21  Systems during the third and fourth  quarters of 1996 and
other  actions by Coulter  deemed by the  Company to be in breach of the Coulter
Agreement. The parties settled this dispute as of March 27, 1997 pursuant to the
terms of a  settlement  agreement  (the  "Coulter  Settlement  Agreement").  The
dispute  between the  Company  and  Coulter has had and may  continue to have an
adverse  effect on sales and  marketing  and has been a factor in the  return of
some  Micro21  Systems  placed with  customers  by Coulter for  evaluation.  The
Company  anticipates  that its  business,  results of  operations  and financial
condition  will be  adversely  affected in 1997 as a result of the dispute  with
Coulter and delays in building the Company's  sales and  marketing  organization
and implementing its sales and marketing  program  following  termination of the
Coulter Agreement. As a result of the dispute with Coulter, in the third quarter
of  1996,  the  Company   commenced  the  build-up  of  its  sales  and  service
organizations   and  its  own  sales  and  marketing  efforts  which,  with  the
recruitment of a Vice President of Sales,  was accelerated in January 1997. From
October 1, 1996 to March 1, 1997 the Company's  sales  personnel  have increased
from 5 to 17 and service  personnel  have  increased  from 3 to 7. However,  the
Company has limited  sales,  marketing and service  capability  and  experience.
There can be no assurance  that the Company will be able to build and maintain a
suitable  sales force or that its direct  sales and  marketing  efforts  will be
successful.  Failure of the Company to develop an effective  sales and marketing
organization  for the Micro21 System could have a material adverse effect on the
Company's business,  results of operations and financial condition. In addition,
while the Company  intends to focus its  marketing  and sales  efforts on direct
sales,  the Company may continue to sell Micro21 Systems to Coulter  pursuant to
the  Coulter  Settlement  Agreement  and to other  distributors  for  resale  to
customers,  and  substantial  sales  to  distributors  may be  possible  only at
transfer prices substantially lower than projected prices for direct sales.

        LIMITED MANUFACTURING EXPERIENCE; RISK OF MANUFACTURING SCALE-UP

     The Company's  manufacturing  experience to date has been limited. In order
to achieve  significant  revenue,  the Company  will have to produce the Micro21
System on a commercial scale. There can be no assurance that the Company will be
able to  manufacture  the  Micro21  System  in  commercial-scale  quantities  at
commercially viable costs. The Company may encounter  unexpected delays or costs
in scaling-up its manufacturing  operations or in hiring and training additional
personnel to  manufacture  its products.  The failure to scale-up  manufacturing
successfully in a timely or cost-effective manner, future production problems or
interruptions  in supply could have a material  adverse  effect on the Company's
business,  results of operations  and financial  condition.  Manufacturing  cost
increases  could  have a  material  adverse  effect on the  Company's  business,
results of operations and financial condition.  Furthermore, the Company will be
required to adhere to applicable regulatory requirements,  including regulations
as prescribed by the FDA from time to time,  in the  manufacture  of the Micro21
System.  Any  failure to meet such  requirements  could  delay or  prohibit  the
manufacturing  of the Company's  products,  which could have a material  adverse
effect on the Company's business, results of operations and financial condition.

                       RELIANCE ON SINGLE SOURCE SUPPLIERS

     Certain key  components of the Micro21  System are currently  obtained from
single sources, are available only in limited quantities and require substantial
production  lead times.  The Company has in the past  experienced  delays in the
delivery of such components.  Certain other components of the Micro21 System are
manufactured to the Company's  specifications by single suppliers.  There can be
no assurance  that  custom-made  components  from  alternative  vendors would be
available on terms  satisfactory to the Company,  if at all. If the Company were
to  change  suppliers  of  these  components,  it  would  likely  experience  an
interruption  in  supply,  which  could have a  material  adverse  effect on the
Company's business,  results of operations and financial condition. In addition,
the  purchase  of certain  key  components  by the  Company is based on internal
forecasts of future product sales. The preparation of such forecasts is based on
inexact methods and may vary considerably  from actual results.  The Company may
be required to maintain significant inventory and there can be no assurance that
purchases based on forecasting will be adequate to meet the Company's needs.

                        FLUCTUATIONS IN OPERATING RESULTS

     The Company's  results of operations have in the past and may in the future
be subject to significant  fluctuation.  Factors contributing to fluctuations in
operating  results  include the rate of acceptance of the Micro21  System by the
market,  the timing of purchase  orders,  the timing of the  introduction of new
procedures  and  products,  if any,  and the  success  and  timing of  obtaining
regulatory clearance.  Such fluctuations could result in significant  volatility
in, and could have a material adverse effect on, the market price for the Common
Stock.

             DEPENDENCE ON TRADE SECRETS AND PROPRIETARY TECHNOLOGY

     The  Company's  commercial  success  will  depend in part on its ability to
protect and maintain its proprietary technology. The Company does not believe an
automated microscope system is patentable, and therefore does not intend to seek
patent protection for the Micro21 System, as a system. The Company does not hold
any patents and  currently  does not intend to seek  patent  protection  for its
NeuralVision   software  as  a  whole.  The  Company  relies  principally  on  a
combination of trade secrets, proprietary knowledge,  technological advances and
disclosure, confidentiality and non-competition agreements entered into with its
employees  and  certain  consultants  to  protect  its  proprietary  rights.  No
assurance  can be given  that the  Company's  efforts  will  provide  meaningful
protection  for  its  unpatented   proprietary  technology  against  others  who
independently develop or otherwise acquire  substantially  equivalent techniques
or  gain  access  to,  misappropriate  or  disclose  the  Company's  proprietary
technology.  In addition, there can be no assurance that any patent applications
filed by the Company  will result in the issuance of patents or that any patents
issued to the Company will afford  protection  against  competitors that develop
similar technology, or that a competitor will not reverse-engineer the Company's
software codes.

     There can be no assurance that the Company's  technology  does not infringe
the  proprietary  rights of others.  The  Company has  received,  and may in the
future receive, notices claiming that the Company is infringing patents or other
proprietary  rights.  In 1991,  the Company  received a letter  stating that the
Micro21   System  may   infringe  a  patent  of   Neuromedical   Systems,   Inc.
("Neuromedical"). The Company has investigated this matter and believes that the
Micro21 System does not infringe the specified patent.  The Company has received
an opinion of its patent  counsel that the Micro21  System does not infringe any
valid claims of such patent.

     The Company  settled  its  litigation  with  International  Remote  Imaging
Systems,  Inc.  ("IRIS")  as of  March 1,  1997 by  entering  into a  settlement
agreement  and related  license  agreement  with IRIS  (collectively,  the "IRIS
Settlement  Agreement").  Under the IRIS Settlement Agreement,  IRIS granted the
Company a fully-paid,  royalty-free  license for  worldwide  direct sales of the
Micro21 System by the Company.  The Company agreed to pay a 4% royalty on future
sales of the  Micro21  System  through  third-party  distributors  in the United
States. The Company has the right, but not the obligation,  to request a license
from IRIS for sales  through  third-party  distributors  outside  of the  United
States;  however, the Company does not believe that the Micro21 System infringes
any foreign patents held by IRIS and the Company has no current plans to request
such a license.  Notwithstanding the Company's belief, there can be no assurance
that IRIS or other  parties will not  threaten to take legal action  against the
Company alleging infringement of patents by the Micro21 System.

     Patent  litigation  can be costly and time  consuming,  and there can be no
assurance  that the  Company's  litigation  expenses  will not  increase  in the
future. If the Company were determined to be infringing any patent,  the Company
could be required  to pay  damages,  alter its  products  or  processes,  obtain
licenses and/or cease certain activities.  In addition, if patents are issued to
others which contain claims that cover subject matter made,  used or sold by the
Company,  the Company may be required to obtain  licenses to these  patents,  to
develop or obtain alternative  technology or to cease using such technology.  If
the Company is required to obtain any licenses,  there can be no assurance  that
the Company will be able to do so on commercially  favorable terms, if at all. A
finding of infringement against the Company or the Company's failure to obtain a
license to any  technology  that it may require to  commercialize  its  products
could have a material  adverse effect on the Company's  operations and financial
condition.

                      COMPETITION AND TECHNOLOGICAL CHANGE

     The  markets  in  which  the  Company  competes  are  highly   competitive.
Competition  exists and potential  competition  may arise from several  sources,
including skilled medical technologists and manufacturers of clinical laboratory
equipment  (including  flow  cytometer  manufacturers  such as  Coulter),  older
image-based systems and machine vision software.

     The  Company is aware of one other  intelligent  optical  system  utilizing
neural network  software which is  manufactured  and developed by  Neuromedical.
Neuromedical  has received FDA  clearance  and  commenced  market  launch of its
system.  Neuromedical  has  notified  the Company of its belief that the Micro21
System may infringe certain patents held by  Neuromedical.  The Company believes
that  Neuromedical's  product  has been  developed  primarily  for the Pap smear
procedure,  a  procedure  for which the Company  may,  in the future,  develop a
Micro21 System application. There can be no assurance that Neuromedical will not
adapt its system for other  applications  competing  directly with the Company's
Micro21 System. The Company is aware that at least one other company,  IRIS, has
developed and is marketing an optical system for performing the white blood cell
("WBC") differential (the "WBC Diff") and an automated system for urinalysis. In
addition, other companies,  including NeoPath, Inc., are marketing or may market
intelligent  optical systems  applicable to microscopic  testing procedures that
compete or may compete with the Micro21 System.

     The  clinical   laboratory   testing   industry  has  undergone  rapid  and
significant  technological change, and the Company expects that such change will
continue.  Many current and potential  competitors  have  substantially  greater
financial  resources  than  the  Company,  as well as  extensive  experience  in
research and development,  obtaining  regulatory approvals and manufacturing and
marketing.  There can be no assurance that existing technologies or technologies
under  development  by the  Company's  competitors  will not be more  effective,
easier  to use or less  expensive  than  those  which  have  been  or are  being
developed  by the  Company  or that any such  technologies  will not  render the
Company's technology and products obsolete or otherwise non-competitive.

     The  Company's  ability to react quickly to changing  technology  and other
competitive  trends  will be  critical  to the  Company's  success.  The Company
intends to seek to develop,  either internally or through licensing arrangements
with third  parties with  specialized  slide  preparation  technology or related
microscopy  expertise,  products that can meet potential demand for a variety of
automated microscopic  procedures.  There can be no assurance that the Company's
competitors  will not develop such products  before the Company can, or that any
products developed by the Company,  even if timely,  will receive sufficient FDA
clearance or approval or will meet with  greater  market  acceptance  than those
manufactured by the Company's competitors.

     In 1993, the Company  established  arrangements  with XL Vision,  Inc. ("XL
Vision")   providing  for  XL  Vision  to  provide   design,   engineering   and
manufacturing   services  with  respect  to  the  Micro21  System.  Under  these
arrangements,  XL Vision manufactured two Micro21 System prototype units for the
Company.  In July 1994, the Company and XL Vision terminated these arrangements.
Pursuant to such  termination,  the Company granted to XL Vision a nonexclusive,
transferable  license in the hardware,  electrical,  mechanical,  structural and
circuit  board  portions of the June 1994 version of the Micro21  System and the
related  machine  control  software.  Such  license  did not  include any rights
relating to the Company's neural network or image processing  software programs.
In addition, the Company and XL Vision entered into a non-competition  agreement
pursuant to which the Company agreed not to develop,  market or sell products or
services related to certain  immunocytochemical  and nucleic acid probes, and XL
Vision  agreed not to develop,  market or sell  products or services  related to
certain microscopic and manual testing procedures. The non-competition agreement
expired in July 1996. There can be no assurance that XL Vision (or a sublicensee
thereof)  will not  attempt to utilize  information  it  obtained  in  providing
services to the Company and the license  granted to it by the Company to develop
products competitive with the Micro21 System.

            PRODUCT LIABILITY AND UNCERTAINTY OF ADEQUATE INSURANCE;
                          POTENTIAL EXPOSURE TO CLAIMS

     The Company's  product is used to gather  information for medical decisions
and diagnoses.  Accordingly, the manufacture and sale of Micro21 Systems entails
an inherent risk of product liability  arising from an inaccurate,  or allegedly
inaccurate,  test or diagnosis. There can be no assurance that product liability
insurance  maintained  by the Company would be sufficient to protect the Company
in  the  event  of a  product  liability  claim.  Furthermore,  there  can be no
assurance that the Company will be able to obtain product liability insurance in
the future with adequate coverages or at acceptable costs. Any product liability
claim against the Company could have a material  adverse effect on the Company's
business,  results of operations and financial condition. In addition, under the
terms of the Coulter Settlement Agreement,  the Company is required to indemnify
Coulter  for  injuries  to  person  or  property  resulting  from the  design or
manufacture of Micro21  Systems sold to Coulter for  distribution  to end users.
The failure to comply with FDA regulations  could have a material adverse effect
on the ability of the Company to defend against product liability lawsuits.

                  UNCERTAINTY OF THIRD PARTY REIMBURSEMENT AND
            HEALTH CARE REFORM POLICIES AND COST CONTAINMENT MEASURES

     The willingness of hospitals,  laboratories and other health care providers
to purchase  or lease the Micro21  System may depend on the extent to which such
providers  limit capital  expenditures  due to cost  reimbursement  regulations,
including  regulations  promulgated by the Health Care Financing  Administration
("HCFA") and other regulatory agencies, and general uncertainty about government
health care  policy.  In  addition,  sales  volumes and prices of the  Company's
products  will  depend  in part  upon the level of  reimbursement  available  to
hospitals,   laboratories   and  other  health  care   providers  for  automated
microscopic blood tests from third-party  payors, such as government and private
insurance  plans,  health  maintenance   organizations  and  preferred  provider
organizations. There can be no assurance that existing reimbursement levels will
not be  decreased in the future and that any such  decrease  will not reduce the
demand for, or the price of, the Company's products. Health care reform measures
adopted by the federal  government or state  governments  could adversely affect
the price of medical devices in the United States or the amount of reimbursement
available,  and,  consequently,  could  have a  material  adverse  effect on the
Company's business, results of operations and financial condition.  Further, the
Company  believes  that  pressure  in the health  care  industry  to control and
contain  patient care costs has increased  and will  continue to increase.  Such
pressure may result in a reduction in the number and type of clinical laboratory
microscopic  procedures performed (i.e., a reduction in precautionary  testing),
thus  decreasing  the cost savings and other benefits of the Micro21 System and,
accordingly,  demand for the Micro21 System. No prediction can be made as to the
outcome of any reform initiatives or health care cost containment  measures,  or
their respective impacts on the Company.

        GOVERNMENT REGULATION; NO ASSURANCE OF FUTURE REGULATORY APPROVAL

     The Company's  products are subject to stringent  government  regulation in
the United States and other countries.  In the United States,  the Federal Food,
Drug,  and  Cosmetic  Act, as amended  (the "FDC Act"),  and other  statutes and
regulations govern the testing, manufacture,  labeling, storage, record keeping,
distribution,  sale,  marketing,  advertising  and  promotion of such  products.
Failure to comply with applicable  requirements  can result in fines,  recall or
seizure of products,  total or partial  suspension of production,  withdrawal of
existing  product  approvals  or  clearances,  refusal  to  approve or clear new
applications or notices and criminal prosecution.

     Prior  to  commercial  distribution  in the  United  States,  most  medical
devices,  including the Company's  products,  must be cleared or approved by the
FDA. The regulatory process is lengthy,  expensive and uncertain.  The Company's
Micro21  System  has been  cleared  by the FDA  through  the  510(k)  pre-market
notification  process  as a Class II  automated  cell  locating  device  for the
automated  location  and  display of  nucleated  blood  cells to assist  medical
technologists in performing WBC Diffs and WBC morphological analysis and for the
display of up to 20 full screen images of fields of a blood sample on a slide to
assist a medical  technologist in assessing red blood cell ("RBC")  morphologies
and in estimating  platelets.  The Company also has received FDA  clearances for
three additional  commonly performed  microscopic  procedures,  the reticulocyte
count,  anti-nuclear  antibodies ("ANA") and DNA procedures,  each of which also
requires  review by a medical  technologist.  The  Company's  business  strategy
includes the  development of additional  applications  for the Micro21 System to
perform additional cell location and classification  functions. No assurance can
be given that the necessary permission from the FDA to market the Micro21 System
for such additional applications will not require the submission and approval of
additional 510(k) applications and/or pre-market approval ("PMA")  applications.
The PMA approval process entails considerably greater time (i.e., several years)
and expense than does the 510(k) process,  including the performance of clinical
trials to determine  the safety and efficacy of the device.  No assurance can be
given that the Company  will obtain  clearance  or approval  with respect to any
additional applications of the Company's technology.  Furthermore, FDA clearance
of a 510(k) application or approval of a PMA application is subject to continual
review,  and later  discovery  of  previously  unknown  problems  may  result in
restrictions  on a product's  marketing  or  withdrawal  of the product from the
market.

     The FDA regulates  computer  software,  such as the Company's  NeuralVision
software, that performs the function of a regulated device or that is intimately
associated  with a given device,  such as control  software for imaging or other
diagnostic devices.  The FDA is in the process of reevaluating its regulation of
such  software,  and the Company cannot predict the extent to which the FDA will
regulate such software in the future. Should the FDA increase regulation of such
software,  the Company's  NeuralVision  software  platform may become subject to
more extensive regulatory processes and clearance requirements. No assurance can
be given  that  compliance  with more  extensive  regulatory  processes  will be
achieved or that the necessary  clearances for such software will be obtained by
the  Company on a timely  basis,  if at all.  The Company  may, as a result,  be
required  to  expend  additional  time,  resources  and  effort  in the areas of
software design,  production and quality control to ensure compliance.  Delay in
any FDA clearance  with respect to such software  could have a material  adverse
effect on the Company's business, results of operations and financial condition.

     The Company must also comply with  regulations  promulgated by the FDA from
time to time. The Company will be required to expend time,  resources and effort
in product manufacturing and quality control to ensure compliance. If violations
of the applicable  regulations are noted during FDA inspections of the Company's
manufacturing  facilities  and  related  software  development  facilities,  the
continued  marketing  of the  Company's  products  may be  materially  adversely
affected.

     In addition,  the Company has begun to market the Micro21 System in certain
foreign  markets.  Requirements  for the sale of the Micro21  System vary widely
from country to country,  ranging from simple product  registrations to detailed
submissions such as those required by the FDA. To date, the Company has obtained
regulatory  clearances  or approvals to market the Micro21  System in the United
States,  Canada and Japan;  no regulatory  clearances or approvals have yet been
applied for in any countries other than the United States, Canada and Japan, and
there is no assurance that any such approvals or clearances will be issued.  The
ability  to  export  into  other  countries  may  require   obtaining  ISO  9001
certification,  which is analogous to compliance with FDA  requirements,  and CE
Mark certification.  The Company has received CE Mark certification, and expects
to obtain ISO 9001  certification  in July 1997,  but there can be no  assurance
that ISO 9001 certification will be obtained.  The market for the Micro21 System
also could be affected by the Clinical Laboratory Improvement Amendments of 1988
("CLIA").  This law is intended to assure the  quality  and  reliability  of all
medical testing in the United States.

     Any change in existing federal, state or foreign laws or regulations, or in
the interpretation or enforcement thereof, or the promulgation of any additional
laws or  regulations  could  have a  material  adverse  effect on the  Company's
business, results of operations and financial condition.

              DEPENDENCE ON KEY PERSONNEL; ABILITY TO MANAGE GROWTH

     The  Company  depends to a  substantial  degree on the  services of Tyce M.
Fitzmorris,  Eric Espenhahn and Jaime Pereira,  all of whom were instrumental in
founding the Company and in developing the Micro21 System. Mr. Fitzmorris serves
as the Company's Chairman, Chief Executive Officer and President. Mr. Espenhahn,
who serves as the Company's  Vice  President-Product  Development,  is primarily
responsible  for  the  technical  development  of the  Micro21  System  and  its
NeuralVision  software.  Mr.  Pereira  is  a  significant   contributor  to  the
development  of the  NeuralVision  software  utilized in the Micro21  System and
serves as Vice  President-Engineering.  The Company  has key man life  insurance
policies  on  Messrs.  Fitzmorris,  Espenhahn  and  Pereira  in the  amounts  of
$2,500,000, $1,250,000 and $1,250,000, respectively. In addition, as a result of
the dispute with Coulter,  the Company believes that it is vital for the Company
to develop an  effective  sales and  marketing  organization  on an  accelerated
basis, and to that end, recently hired a Vice President of Sales and a number of
sales  personnel.  The  loss  of the  services  of any  of  Messrs.  Fitzmorris,
Espenhahn or Pereira,  or other key  personnel,  including the Vice President of
Sales, could have a material adverse effect on the Company's  business,  results
of operations  and  financial  condition.  The Company does not have  employment
agreements,   other  than  disclosure,   confidentiality   and   non-competition
agreements, with any of its personnel.

     The Company is highly dependent on the principal  members of its management
and engineering  staff,  the loss of whose services might impede the achievement
of the Company's  business  objectives.  As the Company  grows,  recruiting  and
retaining  additional  qualified personnel to supervise and manage the Company's
research and development and  manufacturing  operations will be important to the
Company's success.  Competition exists for qualified personnel, and there can be
no  assurance  that the Company  will be able to retain and attract  skilled and
experienced management, manufacturing,  engineering and research and development
personnel on acceptable terms.

          FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FINANCING

     The   implementation  of  the  Company's   business  strategy  may  require
significant  expenditures  of capital,  and the  Company may require  additional
financing in the future.  Additional  funds may be sought through equity or debt
financings. There can be no assurance that commitments for such financings could
be obtained on favorable  terms,  if at all.  Equity  financing  could result in
dilution to holders of Common  Stock,  and debt  financing  could  result in the
imposition of significant financial and operational restrictions on the Company.
Lack of access to  adequate  capital on  acceptable  terms could have a material
adverse  effect on the Company's  business,  results of operations and financial
condition.

                   CONTROL BY DIRECTORS AND EXECUTIVE OFFICERS

     As of the date of this Prospectus,  Mr. Fitzmorris, the Company's Chairman,
Chief Executive Officer and President, beneficially owned approximately 19.8% of
the outstanding shares of Common Stock, and the directors and executive officers
of  the  Company  as a  group  beneficially  owned  approximately  39.9%  of the
outstanding  shares  of  Common  Stock.  Accordingly,  directors  and  executive
officers will have significant influence over the policies and operations of the
Company,  including the ability to replace Company's  management or to alter the
conduct of the Company's business.

   ANTI-TAKEOVER EFFECT OF CERTAIN CHARTER, BY-LAW AND DELAWARE LAW PROVISIONS

     Certain provisions of the Company's  Certificate of Incorporation,  By-laws
and Delaware law could, together or separately, discourage potential acquisition
proposals,  delay or prevent a chance in control  of the  Company  and limit the
price that certain investors might be willing to pay in the future for shares of
the  Common  Stock.  These  provisions  provide,  among  other  things,  for the
issuance,  without further stockholder  approval, of preferred stock with rights
and  privileges  which could be senior to the Common  Stock and  advance  notice
provisions and other  limitations on the right of stockholders to call a special
meeting of  stockholders,  to nominate  directors and to submit  proposals to be
considered at stockholders' meetings. The Company also is subject to Section 203
of the Delaware General  Corporation Law which,  subject to certain  exceptions,
prohibits  a  Delaware  corporation  from  engaging  in any of a broad  range of
business  combinations  with any "interested  stockholder" for a period of three
years following the date that such stockholder became an interested stockholder.

                       POSSIBLE VOLATILITY OF STOCK PRICE

     Factors such as market acceptance of the Company's products,  the timing of
purchase orders,  announcements of technological innovations,  the attainment of
(or failure to attain)  milestones  in the  commercialization  of the  Company's
technology,   the  introduction  of  new  products,   or  establishment  of  new
collaborative  arrangements  by the  Company,  its  competitors  or other  third
parties, as well as claims of patent infringement or other material  litigation,
government regulations,  investor perception of the Company, fluctuations in the
Company's  operating  results and general market  conditions in the industry may
cause the  market  price of the  Common  Stock to  fluctuate  significantly.  In
addition, the stock market in general has recently experienced extreme price and
volume  fluctuations,  which have  particularly  affected  the market  prices of
technology   companies  for  reasons  frequently   unrelated  to  the  operating
performance  of such  companies.  These  broad  market  fluctuations  may have a
material adverse effect on the market price of the Common Stock.

              DILUTION; EFFECT OF OUTSTANDING OPTIONS AND WARRANTS

     The existing  stockholders  of the Company  acquired their shares of Common
Stock at an average  cost substantially  below $4.375, the closing  price of the
Common  Stock on June 17, 1997,  which is the  price  assumed  to be paid by the
purchasers   for  the  purpose  of   calculating   dilution  to  new  investors.
Accordingly,   investors  in  this  offering  will   experience   immediate  and
substantial dilution in net tangible book value per share of the Common Stock of
$2.055. To the extent that outstanding  options or warrants are exercised, there
will be further dilution to new investors. See "Dilution."

                                 USE OF PROCEEDS

     The  Company  will not receive  any  proceeds  from the resale of shares of
Common Stock by the Selling Stockholders  hereunder.  See "Selling Stockholders"
and "Plan of Distribution."

                                    DILUTION

     Dilution  is the  amount by which the price paid by the  purchasers  of the
shares of Common  Stock  will  exceed the net  tangible  book value per share of
Common  Stock.  The net  tangible  book  value  per  share  of  Common  Stock is
determined by  subtracting  the total  liabilities of the Company from the total
book value of the tangible  assets of the Company and dividing the difference by
the number of shares of Common  Stock  outstanding  on the date as of which such
book value is determined.  Since the Selling  Stockholders may resell the shares
of Common  Stock from time to time at market  prices  prevailing  at the time of
sale, at the prices  related to such  prevailing  market prices or at negotiated
prices, and such prices cannot be determined at this time, the price paid by the
purchasers  used in  calculating  the dilution to new investors in the following
table has been  deemed to be $4.375,  the closing  price of the Common  Stock on
June 17, 1997, the day prior to the date of this Prospectus.  At March 31, 1997,
the Company had a net tangible book value of approximately  $25,340,380 or $2.32
per share. The price of $4.375 represents an immediate dilution to new investors
of $2.055 per share. The following table illustrates this per share dilution:

Deemed price per share....................................................$4.375
Net tangible book value per share at March 31, 1997....................... 2.320
                                                                           ----
Dilution per share to new investors.......................................$2.055

     The foregoing  tables do not take into account the exercise of  outstanding
stock options or warrants after March 31, 1997.  There were 1,757,873  shares of
Common Stock issuable upon exercise of options  outstanding at March 31, 1997 at
a weighted average  exercise price of $2.97 per share,  669,576 shares of Common
Stock  issuable  upon  exercise of warrants  outstanding  at March 31, 1997 at a
weighted  average  exercise  price of $1.16 per share,  and  696,688  additional
shares of Common Stock  reserved for issuance  upon exercise of options that may
be granted in the future under the Company's  stock option plans.  To the extent
that these options or warrants are exercised,  there will be further dilution to
new investors.

                              SELLING STOCKHOLDERS

     Set forth below is information as to the Selling  Stockholders,  the number
of shares of Common  Stock of the  Company  beneficially  owned,  the  number of
shares  which  may be  offered  as set  forth on the  cover  of this  Prospectus
(assuming  that certain  options and warrants are  exercised)  and the number of
shares to be beneficially  owned assuming all offered shares are sold.
<TABLE>
<CAPTION>

                                   Number of
                                   Shares                              Shares to be Beneficially
                                   Beneficially        Number of        Owned After the Offering
      Name and Position of         Owned Prior         Shares Being
      Selling Stockholder          to the offering     Offered             Number    Percent
      --------------------         ---------------     -------------       ------    -------

<S>          <C>                   <C>                    <C>              <C>           
 GENE COCHRAN(1)                   43,925(2)              65,250           3,050        *
 JAMES E. DAVIS(3)                  2,297(4)               5,250               0        0
 ERIC ESPENHAHN(5)                835,647(6)             208,377         627,270       5.6
 TYCE M. FITZMORRIS(7)          2,212,902(8)             208,377       2,004,525      18.0
 GEORGE W. MASTERS(9)              16,500(10)              9,900           9,900        *
 JAIME PEREIRA(11)                427,377(12)          266,675.5       160,701.5       1.4
 JAMES SKINNER(13)                 16,500(14)             19,800               0        0

-----------------------------
</TABLE>

 *Less than 1% of the outstanding Common Stock.

(1)     Mr. Cochran is the Chief Financial Officer,  Treasurer,  Secretary and a
        director of the Company.
(2)     Includes 40,875 shares  issuable upon the exercise of outstanding  stock
        options exercisable within 60 days under the Plan.
(3)     Mr. Davis is a director of the Company.
(4)     Includes  2,297  shares  issuable  upon  exercise of  outstanding  stock
        options exercisable within 60 days under the Plan.
(5)     Mr. Espenhahn is the Vice-President  Product Development of the Company.
        Mr.  Espenhahn  served as a director of the Company from 1989 until July
        1996.
(6)     Includes 208,377 shares issuable upon the exercise of outstanding  stock
        options exercisable within 60 days under the Plan. Also includes 100,000
        shares  held of record by Mr.  Espenhahn's  wife (Karen  Espenhahn)  and
        8,000 shares held of record by Mr.  Espenhahn  as custodian  for his son
        (John Hudson Espenhahn). Mr. Espenhahn disclaims beneficial ownership of
        these securities.
(7)     Mr.  Fitzmorris  is the  Chairman of the Board of  Directors,  the Chief
        Executive Officer and the President of the Company.
(8)     Includes 208,377 shares issuable upon the exercise of outstanding  stock
        options exercisable within 60 days under the Plan. Also includes 570,000
        shares  held  of  record  by Mr.  Fitzmorris'  wife  (Anne  Fitzmorris),
        children  and wife as custodian  for one child,  who have granted to Mr.
        Fitzmorris irrevocable voting proxies and a purchase option with respect
        to such shares. Mr. Fitzmorris  disclaims  beneficial  ownership of such
        securities. Excludes 24,039 shares beneficially owned by Mr. Fitzmorris'
        parents, as  to  which  Mr. Fitzmorris  disclaims  beneficial ownership.
(9)     Mr. Masters is a director of the Company.
(10)    Includes 6,600 shares  issuable upon the exercise of  outstanding  stock
        options exercisable within 60 days under the Plan.
(11)    Mr. Pereira is the Vice-President  Engineering of the Company.
(12)    Includes  266,675.5  shares  issuable  upon the exercise of  outstanding
        stock  options  exercisable  within 60 days  under  the  Plan.  Does not
        include  6,000  shares  held of record  by  irrevocable  trusts  for the
        benefit of Mr. Pereira's nephews and nieces.
(13)    Mr. Skinner is a director of the Company.
(14)    Includes 16,500 shares  issuable upon the exercise of  outstanding stock
        options exercisable within 60 days under the Plan.

     Except  as  noted  in  the  foregoing   footnotes,   none  of  the  Selling
Stockholders has any position,  office or other material  relationship  with the
Company or any of its affiliates within the past three years.

                              PLAN OF DISTRIBUTION

     The Shares  offered  hereby may be resold  from time to time by the Selling
Stockholders  for their own  accounts.  The  Company  will  receive  none of the
proceeds from this offering.

     The  distribution of the Shares by the Selling  Stockholders is not subject
to any underwriting agreement. The Shares covered by this Prospectus may be sold
by the  Selling  Stockholders  or by  pledgees,  donees,  transferees  or  other
successors in interest.  The Shares offered by the Selling  Stockholders  may be
sold from time to time at the market price  prevailing  at the time of sale,  at
prices relating to such  prevailing  market prices or at negotiated  prices.  In
addition,  the Selling  Stockholders  may resell  their  Shares  covered by this
Prospectus through customary brokerage channels,  either through  broker-dealers
acting as agents or brokers, or through broker-dealers acting as principals, who
may then resell the Shares,  or at private sale or  otherwise,  at market prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices or at  negotiated  prices.  The  Selling  Stockholders  may  effect  such
transactions  by  selling  Shares  to  or  through   broker-dealers,   and  such
broker-dealers may receive  compensation in the form of underwriting  discounts,
concessions,   commissions,   or  fees  from  the  Selling  Stockholders  and/or
purchasers  of the  Shares for whom such  broker-dealers  may act as agent or to
whom  they  sell as  principal,  or both  (which  compensation  to a  particular
broker-dealer might be in excess of customary  commissions).  Any broker-dealers
that participate with the Selling Stockholders in the distribution of Shares may
be deemed to be underwriters and any commissions received by them and any profit
on the resale of Shares  positioned  by them might be deemed to be  underwriting
discounts  and  commissions  within  the  meaning  of  the  Securities  Act,  in
connection with such resales.

     The Company will inform the Selling  Stockholders that the antimanipulation
rules under the Securities Exchange Act of 1934 may apply to sales in the market
and will  furnish the Selling  Stockholders  upon  request  with a copy of these
Rules.  The Company  will also inform the Selling  Stockholders  of the need for
delivery of copies of this Prospectus.

     Any Shares  covered by the Prospectus  that qualify for resale  pursuant to
Rule 144  under  the  Securities  Act may be sold  under  Rule 144  rather  than
pursuant to this Prospectus.

     The Common Stock is quoted on the Nasdaq  National  Market under the symbol
"IMII".

                                  LEGAL MATTERS

     The validity of the shares of Common Stock  offered  hereby has been passed
upon for the Company by Edwards & Angell, Palm Beach, Florida.

                                     EXPERTS

     The financial statements of Intelligent Medical Imaging,  Inc. appearing in
Intelligent Medical Imaging, Inc.'s Annual Report (Form 10-K) for the year ended
December 31, 1996, have been audited by Ernst & Young LLP, independent certified
public  accountants,  as set forth in their report thereon  included therein and
incorporated  herein by reference.  Such financial  statements are  incorporated
herein by  reference in reliance  upon such report  given upon the  authority of
such firm as experts in accounting and auditing.

     The  statement  in this  Prospectus  under  the  caption  "Risk  Factors  -
Dependence on Trade Secrets and  Proprietary  Technology" set forth in the fifth
sentence of the second paragraph under the caption "Risk Factors - Dependence on
Trade  Secrets and  Proprietary  Technology"  has been  reviewed and approved by
Malin,  Haley,  DiMaggio & Crosby,  P.A., Fort Lauderdale,  Florida,  serving as
patent  counsel  for the  Company,  and as an  expert  on such  matters,  and is
included herein in reliance upon that review and approval.
<PAGE>

    No dealer,  sales  representative or any
other person has been  authorized to give any
information or to make any representations in          783,630 Shares
connection  with  this  offering  other  than
those contained in this  Prospectus,  and, if
given   or   made,   such    information   or  INTELLIGENT MEDICAL IMAGING, INC.
representations  must not be  relied  upon as
having been  authorized by the Company or any
of the Selling Stockholders.  This Prospectus            Common Stock
does not  constitute  an offer to sell,  or a
solicitation   of  an  offer   to  buy,   any
securities    other   than   the   registered
securities  to which it  relates  or an offer
to, or a  solicitation  of, any person in any     ---------------------------
jurisdiction where such offer or solicitation
would be  unlawful.  Neither the  delivery of
this  prospectus  nor any sale made hereunder             Prospectus
shall,  under any  circumstances,  create any
implication  that there has been no change in
the  affairs  of the  Company  since the date
hereof  or  that  the  information  contained             June 18, 1997
herein is correct  as of any time  subsequent
to the date hereof.

                       TABLE OF CONTENTS

                                                   PAGE

Available Information.................................2
Incorporation of Certain Information
 by Reference.........................................3
The Company...........................................4
Risk Factors..........................................5
Use of Proceeds......................................12
Dilution.............................................12
Selling Stockholders.................................13
Plan of Distribution.................................14
Legal Matters........................................14
Experts..............................................14

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  filed with the  Commission by the  Registrant are
incorporated by reference into this Registration Statement (File No. 1-14190):

     (a)  Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          1996;

     (b)  Quarterly  Report on Form 10-Q for the quarter  ended March 31,  1997;
          and

     (c)  The  description  of the Common Stock  contained  in the  Registration
          Statement  on Form 8-A dated  February 1, 1996,  and any  amendment or
          report filed for the purpose of updating that description.

     All reports and other documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
herein  have been  sold or which  de-registers  all  securities  then  remaining
unsold,  shall be deemed to be incorporated by reference into this  Registration
Statement  and to be a part hereof from the date of filing such  documents.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  shall be deemed to be modified or superseded  for the purpose of this
Registration  Statement  to the extent that a statement  contained  in any other
subsequently  filed document which also is or is deemed to be incorporated  into
this Registration  Statement by reference modifies or supersedes such statement.
Any such statement so modified or superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF REGISTRANT'S SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General  Corporation Law, as amended,  provides
in regard to indemnification of directors and officers as follows:

     "145.  INDEMNIFICATION  OF  OFFICERS,  DIRECTORS,   EMPLOYEES  AND  AGENTS;
INSURANCE.

     (a) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  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 interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise 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
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

     (c)  To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer,  employee,  or agent is proper in the circumstances  because he has met
the applicable  standard of conduct set forth in subsections (a) and (b) of this
section.  Such  determination  shall  be  made  (1) by a  majority  vote  of the
directors who are not parties to such action,  suit or  proceeding,  even though
less than a quorum or (2) if there are no such directors or if such directors so
direct,  by  independent  legal  counsel  in a  written  opinion,  or (3) by the
stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil,  criminal,  administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such  director or officer to repay such amount if it shall  ultimately
be determined  that he is not entitled to be indemnified  by the  corporation as
authorized in this section.  Such expenses (including  attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions,  if
any, as the board of directors deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director,  officer,  employee,  or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

     (h) For purposes of this  section,  references to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnity its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

     (i) For purposes of this section,  references to "other  enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person with  respect to any  employee  benefit  plans;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

     (k) The Court of Chancery is hereby vested and has  exclusive  jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees)."

     The  Company's  By-laws  contain the  foregoing  provisions  with regard to
indemnification of officers, directors, employees and agents.

     The  Company's  Certificate  of  Incorporation  provides that the Company's
directors  shall not be liable to the Company or its  stockholders  for monetary
damages for breach of  fiduciary  duty as a director,  except to the extent that
exculpation   from  liability  is  not  permitted  under  the  Delaware  General
Corporation Law as in effect at the time such liability is determined.

     The Company  maintains an  indemnification  insurance  policy  covering all
directors and officers of the Company.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (A)  EXHIBITS:

  Exhibit

Number           Description  of Document

4.1       Form of Stock Certificate (incorporated by reference to Exhibit 4.1 to
          Registration Statement No. 333-636).

5.1       Opinion of Edwards & Angell regarding legality of the Common Stock.

23.1      Consent of Ernst & Young LLP.

23.2      Consent of Edwards & Angell (included in Exhibit 5.1).

23.3      Consent of Malin, Haley, DiMaggio & Crosby, P.A.

24.1      Power of Attorney (see page II-5 of Registration Statement).

ITEM 9.  UNDERTAKINGS.

     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 of 1933;

          (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. Notwithstanding the foregoing, any increase or decrease in the 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; and

          (iii) To include any material  information with respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 and are  incorporated  by  reference  in this  Registration
Statement.

     (2) For the purpose of determining  any liability  under the Securities Act
of 1933, each post-effective  amendment that contains a form of Prospectus 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.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
Registrant  pursuant to the provisions  described in Item 6 above, or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Act of 1933,  Intelligent
Medical Imaging,  Inc.  certifies that it has reasonable grounds to believe that
it meets all of the  requirements for filing on Form S-8/S-3 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Palm Beach Gardens, State of Florida,
on this 18th day of June, 1997.

                                INTELLIGENT MEDICAL IMAGING, INC.

                                By: /s/ Tyce M. Fitzmorris
                                    --------------------------------------
                                        Tyce M. Fitzmorris
                                        President and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Tyce M. Fitzmorris and Gene Cochran,  and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to sign any or all amendments to this Registration Statement
on Form S-8/S-3  (including  post-effective  amendments),  and to file the same,
with all exhibits thereto,  and other documents in connection therewith with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  that said  attorneys-in-fact  and  agents,  or their  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on June 18, 1997.

SIGNATURE                                      TITLE                    DATE

/s/TYCE M. FITZMORRIS       President and Chief Executive Officer, June 18, 1997
-------------------------    Chairman of the Board of Directors
   Tyce M. Fitzmorris

/s/GENE COCHRAN             Chief Financial Officer and Principal  June 18, 1997
-------------------------    Accounting Officer, Director
   Gene Cochran

/s/WILLIAM D. WHITTAKER     Director                               June 18, 1997
-------------------------
   William D. Whittaker

/s/R. WAYNE FRITZSCHE       Director                               June 18, 1997
-------------------------
   R. Wayne Fritzsche

/s/GEORGE MASTERS           Director                               June 18, 1997
-------------------------
   George Masters

/s/JAMES SKINNER            Director                               June 18, 1997
-------------------------
   James Skinner

/s/JAMES E. DAVIS           Director                               June 18, 1997
-------------------------
   James E. Davis
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 82690}]
{"company-data": {"conformed-name": "INTELLIGENT MEDICAL IMAGING INC", "cik": "0000930090", "assigned-sic": "3841", "irs-number": "650136178", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29509", "film-number": "97625977"}, "business-address": {"street1": "4360 NORTHLAKE BLVD", "street2": "STE 214", "city": "PALM BEACH GARDENS", "state": "FL", "zip": "33410", "phone": "4076270344"}, "mail-address": {"street1": "4360 NORTHLAKE BLVD", "street2": "SUITE 214", "city": "PALM BEACH GARDENS", "state": "FL", "zip": "33410"}}
As filed with the Securities and Exchange Commission on June 18, 1997
                           Registration No. 333-_____

===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
             ______________________________________________________
                                  FORM S-8/S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
             ______________________________________________________
                        INTELLIGENT MEDICAL IMAGING, INC.
             (Exact name of registrant as specified in its charter)
             ______________________________________________________

           Delaware                                  65-0136178
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

                       4360 Northlake Boulevard, Suite 214
                        Palm Beach Gardens, Florida 33410
                                 (561) 627-0344

               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

             ______________________________________________________
                   Amended and Restated 1990 Stock Option Plan
                              (Full Title of Plan)
             ______________________________________________________

                               John G. Igoe, Esq.
                                Edwards & Angell
                               250 Royal Palm Way
                            Palm Beach, Florida 33480
                                 (561) 833-7700
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

             ______________________________________________________
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Each Class of        Amount to be     Proposed maximum offering   Proposed maximum aggregate  Amount of
Securities to be Registered   registered       price per unit (1)          offering price (1)          registration fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock,                 2,454,562 shares     $4.4375                    $10,892,119                 $3,301
$.01 par value per share
===================================================================================================================================
(1)     These figures are estimates  made solely for the purpose of  calculating
        the  registration  fee pursuant to Rule 457 under the  Securities Act of
        1933, as amended. The registration fee has been calculated in accordance
        Rule 457(c)  based upon the  average of the bid and asked  prices of the
        Registrant's  Common  Stock on the  Nasdaq  National  Market on June 16,
        1997.

                              _____________________

                                   PROSPECTUS

                                 783,630 Shares

                        INTELLIGENT MEDICAL IMAGING, INC.
                                  Common Stock
                                 $.01 Par Value

This prospectus  relates to the resale of up to 783,630 shares (the "Shares") of
common  stock,  par value $.01 per share (the "Common  Stock"),  of  Intelligent
Medical  Imaging,  Inc. ("IMI" or the "Company"),  issuable upon the exercise of
certain  outstanding stock options under the Company's Amended and Restated 1990
Stock Option Plan (the "Plan"), which may be offered hereby from time to time by
any or all of the selling  stockholders  who are affiliates of the Company named
herein (collectively, the "Selling Stockholders").  The Selling Stockholders may
resell the Shares from time to time at market  prices  prevailing at the time of
sale,  at prices  related  to such  prevailing  market  prices or at  negotiated
prices. See "Selling Stockholders" and "Plan of Distribution".  The Company will
not receive any of the proceeds from the resale of the Shares.

The Common  Stock of the Company is quoted on the Nasdaq  National  Market under
the symbol  "IMII".  On June 17,  1997,  the last  reported  sale price for the
Common Stock on the Nasdaq National Market was $4.375 per share.

Certain  Selling  Stockholders  who are  affiliates  of the  Company  and anyone
effecting  sales on  behalf  of such  Selling  Stockholders  may be deemed to be
"underwriters"  within the  meaning of the  Securities  Act of 1933,  as amended
("Securities  Act"),  and  commissions  or  discounts  given may be  regarded as
underwriting commissions or discounts under the Securities Act.

     SEE "RISK FACTORS," BEGINNING ON PAGE 5, FOR INFORMATION THAT SHOULD BE
     CONSIDERED BY PROPROSPECTIVE INVESTORS.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this Prospectus is June 18, 1997
AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files reports, proxy statements and information statements and other
information  with the Securities  and Exchange  Commission  (the  "Commission").
Proxy  statements,   reports,  information  statements,  and  other  information
concerning the Company can be inspected and copied at the Commission's office at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549 and the
Commission's  Regional Offices located at Suite 1300, Seven World Center,  Suite
1300,  New York, New York 10048;  and  Northwestern  Atrium Center,  500 Madison
Street, Suite 1400, Chicago, Illinois 60661. The Commission also maintains a web
site that contains  reports,  proxy and  information  statements and information
statements and other information filed  electronically with the Commission,  the
address  of which is  http://www.sec.gov.  The  Common  Stock of the  Company is
quoted on the Nasdaq National Market.  Reports, proxy statements and information
statements and other information  concerning the Company may be inspected at the
offices of the National Association of Securities Dealers,  Inc. located at 1735
K Street, N.W., Washington D.C. 20006.

     The Company has filed with the Commission a Registration  Statement on Form
S-8/S-3 (including all amendments thereto,  the "Registration  Statement") under
the Securities Act of 1933, as amended (the "Securities  Act"),  with respect to
the Common  Stock  offered  hereby.  This  Prospectus  does not  contain all the
information set forth in the Registration Statement,  certain parts of which are
omitted in accordance  with the rules and  regulations  of the  Commission.  For
further  information  regarding the Company and the Common Stock offered hereby,
reference is hereby made to the  Registration  Statement and to the exhibits and
schedules filed therewith. Statements contained in this Prospectus regarding the
contents  of  any  agreement  or  other  document  filed  as an  exhibit  to the
Registration Statement are necessarily summaries of such documents,  and in each
instance  reference is made to the copy of such document  filed as an exhibit to
the  Registration  Statement  for a more  complete  description  of the  matters
involved.  The  Registration  Statement,  including  the exhibits and  schedules
thereto,  may be  inspected  and  copied  at  the  public  reference  facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington,  DC 20549 or
through its web site (http://www.sec.gov).
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

      The following documents filed with the Commission by the Company are
incorporated in this Prospectus by reference (File No. 1-14190):

1.   Annual Report on Form 10-K for the fiscal year ended December 31, 1996.

2.   Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.

3.   The description of the Common Stock  contained in a Registration  Statement
     on Form 8-A dated  February 1, 1996,  and any amendment or report filed for
     the purpose of updating such description.

     All reports and other  documents  filed by the Company with the  Commission
after the date of this  Prospectus and prior to the  termination of the offering
of the Shares pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act
shall be deemed to be incorporated  by reference  herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated  or deemed to be incorporated in this Prospectus by reference shall
be deemed to be modified or superseded for the purpose of this Prospectus to the
extent  that  a  statement   contained  in  this  Prospectus  or  in  any  other
subsequently  filed  document which also is or is deemed to be  incorporated  in
this Prospectus by reference  modifies or supersedes  such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Prospectus.

     Such  incorporation  by  reference  shall  not be  deemed  to  specifically
incorporate  by  reference  the  information  referred to in Item  402(a)(8)  of
Regulation S-K.

     ALL REPORTS AND OTHER  DOCUMENTS  FILED BY THE COMPANY WITH THE  COMMISSION
PURSUANT  TO  SECTION  13(A),  13(C),  14 OR 15(D) OF THE  EXCHANGE  ACT AND ALL
DOCUMENTS  INCORPORATED  BY  REFERENCE  HEREIN  (OTHER  THAN  EXHIBITS  TO  SUCH
DOCUMENTS UNLESS SUCH EXHIBITS ARE  SPECIFICALLY  INCORPORATED BY REFERENCE INTO
THE INFORMATION THAT THE PROSPECTUS INCORPORATES) ARE AVAILABLE, WITHOUT CHARGE,
UPON  WRITTEN  OR ORAL  REQUEST  FROM ANY  PERSON  TO WHOM  THIS  PROSPECTUS  IS
DELIVERED, TO INTELLIGENT MEDICAL IMAGING, INC., 4360 NORTHLAKE BOULEVARD, SUITE
214,  PALM  BEACH  GARDENS,   FLORIDA  33410,  ATTENTION:   CORPORATE  SECRETARY
(TELEPHONE: (561) 627-0344.)

                               PROSPECTUS SUMMARY

     The  following  summary is qualified  in its entirety by the more  detailed
information appearing elsewhere or incorporated by reference in this Prospectus.
This Prospectus may contain certain "forward-looking"  information, as that term
is  defined by (i) the  Private  Securities  Litigation  Reform Act of 1995 (the
"Act") and (ii) releases made by the  Securities and Exchange  Commission.  Such
information  involves risks and uncertainties.  The Company's actual results may
differ materially from the results discussed in the forward-looking  statements.
Factors  that might  cause such a  difference  include,  but are not limited to,
those discussed in "Risk Factors."

                                   THE COMPANY

     IMI has developed and is marketing the Micro21 System(TM),  an intelligent,
automated  microscope  system,  for  diagnostic  use  in  hospital,   commercial
reference and  physician  group  practice  laboratories.  The Micro21  System is
designed to automate a broad range of manual microscopic procedures, potentially
enabling the  laboratory  to reduce costs and exposure to  liabilities,  enhance
analytical  accuracy  and  consistency,  increase  the  productivity  of medical
technologists and improve patient care.

     IMI  was   incorporated   in  the  State  of   Florida  in  June  1989  and
reincorporated in the State of Delaware in January 1996. Its principal executive
offices are located at 4360 Northlake Boulevard,  Suite 214, Palm Beach Gardens,
Florida 33410, and its telephone number is (561) 627-0344.

                                  THE OFFERING

     This  Prospectus  relates  to the resale of the  Shares  issuable  upon the
exercise of outstanding  stock options granted under the Plan by certain Selling
Stockholders  who are  affiliates  of the  Company.  Such  Shares may be offered
hereby from time to time by any or all of the Selling Stockholders.  The Company
will not  receive  any of the  proceeds  from the resale of the Shares of Common
Stock by the Selling Stockholders.
RISK FACTORS

     An investment in the shares of Common Stock offered hereby  involves a high
degree  of  risk.  In  evaluating  the  Company  and its  business,  prospective
investors  should  carefully  consider the following risk factors in addition to
the other information included herein.

            HISTORY OF OPERATING LOSSES; UNCERTAINTY OF PROFITABILITY

     The Company is in an early stage of product commercialization.  The Company
has generated little revenue to date, has experienced operating losses since its
inception in 1989 and has not yet achieved  profitability.  Operating losses for
the years ended December 31, 1994,  December 31, 1995 and December 31, 1996 were
approximately $2.2 million, $4.0 million, and $7.9 million respectively,  and at
December 31, 1996, the Company had an accumulated deficit of approximately $15.3
million.  There can be no  assurance  that the  Company's  product  will achieve
meaningful market  acceptance or that the Company will ever produce  significant
levels of product revenue or achieve or sustain  profitability.  The Company may
encounter  substantial  delays and expenses  relating to  regulatory  clearance,
research,  development  and testing for new procedures.  In addition,  delays or
expenses  associated with the defense of potential patent infringement claims or
other  unforeseen  difficulties  may  limit the  Company's  ability  to  achieve
profitability.  The  likelihood of the  Company's  success must be considered in
light of these and other problems,  expenses,  difficulties,  complications  and
delays frequently encountered in connection with the formation of a new business
and the development and commercialization of new products.

           RELIANCE ON THE MICRO21 SYSTEM; UNCERTAIN MARKET ACCEPTANCE

     The Company has  concentrated  its efforts  primarily on the development of
the Micro21 System and is dependent on the successful  commercialization of this
product to generate  revenues.  The success of the Micro21  System is  dependent
upon many  variables,  including  its  acceptance  as a reliable,  accurate  and
cost-effective   tool  for  microscopic   analysis  as  well  as  the  Company's
manufacturing  capacity and marketing efforts.  Currently,  the medical industry
relies  primarily on medical  technologists  for the  performance of microscopic
cellular analysis procedures.  There can be no assurance that the Micro21 System
will  perform as  expected or that the Micro21  System will  achieve  meaningful
market  acceptance.  The  current  model of the  Micro21  System may not be cost
effective for lower volume  laboratories.  There can be no assurance  that lower
priced models of the Micro21 System, which the Company plans to develop, will be
successfully developed by the Company or accepted by lower volume laboratories.

     The FDA  clearances  obtained by the Company for the Micro21 System require
that a medical  technologist analyze the images shown on the Micro21 System. The
need to continue to employ a medical  technologist to perform a review may limit
market  acceptance of the Micro21  System.  While the Company  intends to submit
applications  to the FDA for  additional  procedures,  there can be no assurance
that the Company will obtain FDA clearance for  additional  procedures,  or that
the Company will successfully  complete development of its NeuralVision software
for the performance of such additional procedures. The cost effectiveness of the
Micro21 System to an end user, and consequently  meaningful market acceptance of
the Micro21  System,  may depend on the Company's  ability to develop and obtain
regulatory  clearance  for  applications  in addition to the  currently  cleared
procedures,  and there can be no assurance  that the Company  will  successfully
develop such procedures or obtain such clearances.  The inability of the Company
to develop the Micro21 System to perform additional  procedures,  or the failure
by the Company to obtain  regulatory  approval  with respect to such  additional
procedures,  could have a material  adverse  effect on the  Company's  business,
results of operations and financial condition.

                  UNCERTAINTY OF PRICING OF THE MICRO21 SYSTEM

     The Company,  through Coulter,  has sold or leased only a limited number of
Micro21 Systems to end users. As a result, there can be no assurance whether the
prices for such sales and leases will be  indicative  of the prices at which the
Company will be able to sell or lease the current model of the Micro21 System to
end users in the future. In addition,  the Company anticipates that the price of
the Micro21  System will vary  depending on a variety of factors  including  the
level of acceptance in the  marketplace,  the number of  microscopic  procedures
implemented and the number of peripheral devices sold or leased with the Micro21
System.  The Company may  discount  asking  prices to  facilitate  early  market
penetration or in response to market conditions,  which may reduce the Company's
gross profit margins which could have a material adverse effect on the Company's
business, results of operations and financial condition.

       LIMITED SALES, MARKETING AND SERVICE CAPABILITY; RISKS ARISING FROM
       TERMINATION OF COULTER AGREEMENT AND COULTER SETTLEMENT AGREEMENT

     In  August  1995,  the  Company  entered  into  an  exclusive  distribution
agreement (the "Coulter  Agreement")  with Coulter  Corporation  ("Coulter") for
worldwide  sales,  marketing  and  service of the Micro21  System.  Prior to the
Company's termination of the Coulter Agreement (as described below), the Company
was dependent on its relationship with Coulter for sales,  marketing and service
of its  products.  The Company  terminated  the Coulter  Agreement in the fourth
quarter of 1996 because of Coulter's  revocation  of its  commitment to purchase
$5,500,000 of Micro21  Systems during the third and fourth  quarters of 1996 and
other  actions by Coulter  deemed by the  Company to be in breach of the Coulter
Agreement. The parties settled this dispute as of March 27, 1997 pursuant to the
terms of a  settlement  agreement  (the  "Coulter  Settlement  Agreement").  The
dispute  between the  Company  and  Coulter has had and may  continue to have an
adverse  effect on sales and  marketing  and has been a factor in the  return of
some  Micro21  Systems  placed with  customers  by Coulter for  evaluation.  The
Company  anticipates  that its  business,  results of  operations  and financial
condition  will be  adversely  affected in 1997 as a result of the dispute  with
Coulter and delays in building the Company's  sales and  marketing  organization
and implementing its sales and marketing  program  following  termination of the
Coulter Agreement. As a result of the dispute with Coulter, in the third quarter
of  1996,  the  Company   commenced  the  build-up  of  its  sales  and  service
organizations   and  its  own  sales  and  marketing  efforts  which,  with  the
recruitment of a Vice President of Sales,  was accelerated in January 1997. From
October 1, 1996 to March 1, 1997 the Company's  sales  personnel  have increased
from 5 to 17 and service  personnel  have  increased  from 3 to 7. However,  the
Company has limited  sales,  marketing and service  capability  and  experience.
There can be no assurance  that the Company will be able to build and maintain a
suitable  sales force or that its direct  sales and  marketing  efforts  will be
successful.  Failure of the Company to develop an effective  sales and marketing
organization  for the Micro21 System could have a material adverse effect on the
Company's business,  results of operations and financial condition. In addition,
while the Company  intends to focus its  marketing  and sales  efforts on direct
sales,  the Company may continue to sell Micro21 Systems to Coulter  pursuant to
the  Coulter  Settlement  Agreement  and to other  distributors  for  resale  to
customers,  and  substantial  sales  to  distributors  may be  possible  only at
transfer prices substantially lower than projected prices for direct sales.

        LIMITED MANUFACTURING EXPERIENCE; RISK OF MANUFACTURING SCALE-UP

     The Company's  manufacturing  experience to date has been limited. In order
to achieve  significant  revenue,  the Company  will have to produce the Micro21
System on a commercial scale. There can be no assurance that the Company will be
able to  manufacture  the  Micro21  System  in  commercial-scale  quantities  at
commercially viable costs. The Company may encounter  unexpected delays or costs
in scaling-up its manufacturing  operations or in hiring and training additional
personnel to  manufacture  its products.  The failure to scale-up  manufacturing
successfully in a timely or cost-effective manner, future production problems or
interruptions  in supply could have a material  adverse  effect on the Company's
business,  results of operations  and financial  condition.  Manufacturing  cost
increases  could  have a  material  adverse  effect on the  Company's  business,
results of operations and financial condition.  Furthermore, the Company will be
required to adhere to applicable regulatory requirements,  including regulations
as prescribed by the FDA from time to time,  in the  manufacture  of the Micro21
System.  Any  failure to meet such  requirements  could  delay or  prohibit  the
manufacturing  of the Company's  products,  which could have a material  adverse
effect on the Company's business, results of operations and financial condition.

                       RELIANCE ON SINGLE SOURCE SUPPLIERS

     Certain key  components of the Micro21  System are currently  obtained from
single sources, are available only in limited quantities and require substantial
production  lead times.  The Company has in the past  experienced  delays in the
delivery of such components.  Certain other components of the Micro21 System are
manufactured to the Company's  specifications by single suppliers.  There can be
no assurance  that  custom-made  components  from  alternative  vendors would be
available on terms  satisfactory to the Company,  if at all. If the Company were
to  change  suppliers  of  these  components,  it  would  likely  experience  an
interruption  in  supply,  which  could have a  material  adverse  effect on the
Company's business,  results of operations and financial condition. In addition,
the  purchase  of certain  key  components  by the  Company is based on internal
forecasts of future product sales. The preparation of such forecasts is based on
inexact methods and may vary considerably  from actual results.  The Company may
be required to maintain significant inventory and there can be no assurance that
purchases based on forecasting will be adequate to meet the Company's needs.

                        FLUCTUATIONS IN OPERATING RESULTS

     The Company's  results of operations have in the past and may in the future
be subject to significant  fluctuation.  Factors contributing to fluctuations in
operating  results  include the rate of acceptance of the Micro21  System by the
market,  the timing of purchase  orders,  the timing of the  introduction of new
procedures  and  products,  if any,  and the  success  and  timing of  obtaining
regulatory clearance.  Such fluctuations could result in significant  volatility
in, and could have a material adverse effect on, the market price for the Common
Stock.

             DEPENDENCE ON TRADE SECRETS AND PROPRIETARY TECHNOLOGY

     The  Company's  commercial  success  will  depend in part on its ability to
protect and maintain its proprietary technology. The Company does not believe an
automated microscope system is patentable, and therefore does not intend to seek
patent protection for the Micro21 System, as a system. The Company does not hold
any patents and  currently  does not intend to seek  patent  protection  for its
NeuralVision   software  as  a  whole.  The  Company  relies  principally  on  a
combination of trade secrets, proprietary knowledge,  technological advances and
disclosure, confidentiality and non-competition agreements entered into with its
employees  and  certain  consultants  to  protect  its  proprietary  rights.  No
assurance  can be given  that the  Company's  efforts  will  provide  meaningful
protection  for  its  unpatented   proprietary  technology  against  others  who
independently develop or otherwise acquire  substantially  equivalent techniques
or  gain  access  to,  misappropriate  or  disclose  the  Company's  proprietary
technology.  In addition, there can be no assurance that any patent applications
filed by the Company  will result in the issuance of patents or that any patents
issued to the Company will afford  protection  against  competitors that develop
similar technology, or that a competitor will not reverse-engineer the Company's
software codes.

     There can be no assurance that the Company's  technology  does not infringe
the  proprietary  rights of others.  The  Company has  received,  and may in the
future receive, notices claiming that the Company is infringing patents or other
proprietary  rights.  In 1991,  the Company  received a letter  stating that the
Micro21   System  may   infringe  a  patent  of   Neuromedical   Systems,   Inc.
("Neuromedical"). The Company has investigated this matter and believes that the
Micro21 System does not infringe the specified patent.  The Company has received
an opinion of its patent  counsel that the Micro21  System does not infringe any
valid claims of such patent.

     The Company  settled  its  litigation  with  International  Remote  Imaging
Systems,  Inc.  ("IRIS")  as of  March 1,  1997 by  entering  into a  settlement
agreement  and related  license  agreement  with IRIS  (collectively,  the "IRIS
Settlement  Agreement").  Under the IRIS Settlement Agreement,  IRIS granted the
Company a fully-paid,  royalty-free  license for  worldwide  direct sales of the
Micro21 System by the Company.  The Company agreed to pay a 4% royalty on future
sales of the  Micro21  System  through  third-party  distributors  in the United
States. The Company has the right, but not the obligation,  to request a license
from IRIS for sales  through  third-party  distributors  outside  of the  United
States;  however, the Company does not believe that the Micro21 System infringes
any foreign patents held by IRIS and the Company has no current plans to request
such a license.  Notwithstanding the Company's belief, there can be no assurance
that IRIS or other  parties will not  threaten to take legal action  against the
Company alleging infringement of patents by the Micro21 System.

     Patent  litigation  can be costly and time  consuming,  and there can be no
assurance  that the  Company's  litigation  expenses  will not  increase  in the
future. If the Company were determined to be infringing any patent,  the Company
could be required  to pay  damages,  alter its  products  or  processes,  obtain
licenses and/or cease certain activities.  In addition, if patents are issued to
others which contain claims that cover subject matter made,  used or sold by the
Company,  the Company may be required to obtain  licenses to these  patents,  to
develop or obtain alternative  technology or to cease using such technology.  If
the Company is required to obtain any licenses,  there can be no assurance  that
the Company will be able to do so on commercially  favorable terms, if at all. A
finding of infringement against the Company or the Company's failure to obtain a
license to any  technology  that it may require to  commercialize  its  products
could have a material  adverse effect on the Company's  operations and financial
condition.

                      COMPETITION AND TECHNOLOGICAL CHANGE

     The  markets  in  which  the  Company  competes  are  highly   competitive.
Competition  exists and potential  competition  may arise from several  sources,
including skilled medical technologists and manufacturers of clinical laboratory
equipment  (including  flow  cytometer  manufacturers  such as  Coulter),  older
image-based systems and machine vision software.

     The  Company is aware of one other  intelligent  optical  system  utilizing
neural network  software which is  manufactured  and developed by  Neuromedical.
Neuromedical  has received FDA  clearance  and  commenced  market  launch of its
system.  Neuromedical  has  notified  the Company of its belief that the Micro21
System may infringe certain patents held by  Neuromedical.  The Company believes
that  Neuromedical's  product  has been  developed  primarily  for the Pap smear
procedure,  a  procedure  for which the Company  may,  in the future,  develop a
Micro21 System application. There can be no assurance that Neuromedical will not
adapt its system for other  applications  competing  directly with the Company's
Micro21 System. The Company is aware that at least one other company,  IRIS, has
developed and is marketing an optical system for performing the white blood cell
("WBC") differential (the "WBC Diff") and an automated system for urinalysis. In
addition, other companies,  including NeoPath, Inc., are marketing or may market
intelligent  optical systems  applicable to microscopic  testing procedures that
compete or may compete with the Micro21 System.

     The  clinical   laboratory   testing   industry  has  undergone  rapid  and
significant  technological change, and the Company expects that such change will
continue.  Many current and potential  competitors  have  substantially  greater
financial  resources  than  the  Company,  as well as  extensive  experience  in
research and development,  obtaining  regulatory approvals and manufacturing and
marketing.  There can be no assurance that existing technologies or technologies
under  development  by the  Company's  competitors  will not be more  effective,
easier  to use or less  expensive  than  those  which  have  been  or are  being
developed  by the  Company  or that any such  technologies  will not  render the
Company's technology and products obsolete or otherwise non-competitive.

     The  Company's  ability to react quickly to changing  technology  and other
competitive  trends  will be  critical  to the  Company's  success.  The Company
intends to seek to develop,  either internally or through licensing arrangements
with third  parties with  specialized  slide  preparation  technology or related
microscopy  expertise,  products that can meet potential demand for a variety of
automated microscopic  procedures.  There can be no assurance that the Company's
competitors  will not develop such products  before the Company can, or that any
products developed by the Company,  even if timely,  will receive sufficient FDA
clearance or approval or will meet with  greater  market  acceptance  than those
manufactured by the Company's competitors.

     In 1993, the Company  established  arrangements  with XL Vision,  Inc. ("XL
Vision")   providing  for  XL  Vision  to  provide   design,   engineering   and
manufacturing   services  with  respect  to  the  Micro21  System.  Under  these
arrangements,  XL Vision manufactured two Micro21 System prototype units for the
Company.  In July 1994, the Company and XL Vision terminated these arrangements.
Pursuant to such  termination,  the Company granted to XL Vision a nonexclusive,
transferable  license in the hardware,  electrical,  mechanical,  structural and
circuit  board  portions of the June 1994 version of the Micro21  System and the
related  machine  control  software.  Such  license  did not  include any rights
relating to the Company's neural network or image processing  software programs.
In addition, the Company and XL Vision entered into a non-competition  agreement
pursuant to which the Company agreed not to develop,  market or sell products or
services related to certain  immunocytochemical  and nucleic acid probes, and XL
Vision  agreed not to develop,  market or sell  products or services  related to
certain microscopic and manual testing procedures. The non-competition agreement
expired in July 1996. There can be no assurance that XL Vision (or a sublicensee
thereof)  will not  attempt to utilize  information  it  obtained  in  providing
services to the Company and the license  granted to it by the Company to develop
products competitive with the Micro21 System.

            PRODUCT LIABILITY AND UNCERTAINTY OF ADEQUATE INSURANCE;
                          POTENTIAL EXPOSURE TO CLAIMS

     The Company's  product is used to gather  information for medical decisions
and diagnoses.  Accordingly, the manufacture and sale of Micro21 Systems entails
an inherent risk of product liability  arising from an inaccurate,  or allegedly
inaccurate,  test or diagnosis. There can be no assurance that product liability
insurance  maintained  by the Company would be sufficient to protect the Company
in  the  event  of a  product  liability  claim.  Furthermore,  there  can be no
assurance that the Company will be able to obtain product liability insurance in
the future with adequate coverages or at acceptable costs. Any product liability
claim against the Company could have a material  adverse effect on the Company's
business,  results of operations and financial condition. In addition, under the
terms of the Coulter Settlement Agreement,  the Company is required to indemnify
Coulter  for  injuries  to  person  or  property  resulting  from the  design or
manufacture of Micro21  Systems sold to Coulter for  distribution  to end users.
The failure to comply with FDA regulations  could have a material adverse effect
on the ability of the Company to defend against product liability lawsuits.

                  UNCERTAINTY OF THIRD PARTY REIMBURSEMENT AND
            HEALTH CARE REFORM POLICIES AND COST CONTAINMENT MEASURES

     The willingness of hospitals,  laboratories and other health care providers
to purchase  or lease the Micro21  System may depend on the extent to which such
providers  limit capital  expenditures  due to cost  reimbursement  regulations,
including  regulations  promulgated by the Health Care Financing  Administration
("HCFA") and other regulatory agencies, and general uncertainty about government
health care  policy.  In  addition,  sales  volumes and prices of the  Company's
products  will  depend  in part  upon the level of  reimbursement  available  to
hospitals,   laboratories   and  other  health  care   providers  for  automated
microscopic blood tests from third-party  payors, such as government and private
insurance  plans,  health  maintenance   organizations  and  preferred  provider
organizations. There can be no assurance that existing reimbursement levels will
not be  decreased in the future and that any such  decrease  will not reduce the
demand for, or the price of, the Company's products. Health care reform measures
adopted by the federal  government or state  governments  could adversely affect
the price of medical devices in the United States or the amount of reimbursement
available,  and,  consequently,  could  have a  material  adverse  effect on the
Company's business, results of operations and financial condition.  Further, the
Company  believes  that  pressure  in the health  care  industry  to control and
contain  patient care costs has increased  and will  continue to increase.  Such
pressure may result in a reduction in the number and type of clinical laboratory
microscopic  procedures performed (i.e., a reduction in precautionary  testing),
thus  decreasing  the cost savings and other benefits of the Micro21 System and,
accordingly,  demand for the Micro21 System. No prediction can be made as to the
outcome of any reform initiatives or health care cost containment  measures,  or
their respective impacts on the Company.

        GOVERNMENT REGULATION; NO ASSURANCE OF FUTURE REGULATORY APPROVAL

     The Company's  products are subject to stringent  government  regulation in
the United States and other countries.  In the United States,  the Federal Food,
Drug,  and  Cosmetic  Act, as amended  (the "FDC Act"),  and other  statutes and
regulations govern the testing, manufacture,  labeling, storage, record keeping,
distribution,  sale,  marketing,  advertising  and  promotion of such  products.
Failure to comply with applicable  requirements  can result in fines,  recall or
seizure of products,  total or partial  suspension of production,  withdrawal of
existing  product  approvals  or  clearances,  refusal  to  approve or clear new
applications or notices and criminal prosecution.

     Prior  to  commercial  distribution  in the  United  States,  most  medical
devices,  including the Company's  products,  must be cleared or approved by the
FDA. The regulatory process is lengthy,  expensive and uncertain.  The Company's
Micro21  System  has been  cleared  by the FDA  through  the  510(k)  pre-market
notification  process  as a Class II  automated  cell  locating  device  for the
automated  location  and  display of  nucleated  blood  cells to assist  medical
technologists in performing WBC Diffs and WBC morphological analysis and for the
display of up to 20 full screen images of fields of a blood sample on a slide to
assist a medical  technologist in assessing red blood cell ("RBC")  morphologies
and in estimating  platelets.  The Company also has received FDA  clearances for
three additional  commonly performed  microscopic  procedures,  the reticulocyte
count,  anti-nuclear  antibodies ("ANA") and DNA procedures,  each of which also
requires  review by a medical  technologist.  The  Company's  business  strategy
includes the  development of additional  applications  for the Micro21 System to
perform additional cell location and classification  functions. No assurance can
be given that the necessary permission from the FDA to market the Micro21 System
for such additional applications will not require the submission and approval of
additional 510(k) applications and/or pre-market approval ("PMA")  applications.
The PMA approval process entails considerably greater time (i.e., several years)
and expense than does the 510(k) process,  including the performance of clinical
trials to determine  the safety and efficacy of the device.  No assurance can be
given that the Company  will obtain  clearance  or approval  with respect to any
additional applications of the Company's technology.  Furthermore, FDA clearance
of a 510(k) application or approval of a PMA application is subject to continual
review,  and later  discovery  of  previously  unknown  problems  may  result in
restrictions  on a product's  marketing  or  withdrawal  of the product from the
market.

     The FDA regulates  computer  software,  such as the Company's  NeuralVision
software, that performs the function of a regulated device or that is intimately
associated  with a given device,  such as control  software for imaging or other
diagnostic devices.  The FDA is in the process of reevaluating its regulation of
such  software,  and the Company cannot predict the extent to which the FDA will
regulate such software in the future. Should the FDA increase regulation of such
software,  the Company's  NeuralVision  software  platform may become subject to
more extensive regulatory processes and clearance requirements. No assurance can
be given  that  compliance  with more  extensive  regulatory  processes  will be
achieved or that the necessary  clearances for such software will be obtained by
the  Company on a timely  basis,  if at all.  The Company  may, as a result,  be
required  to  expend  additional  time,  resources  and  effort  in the areas of
software design,  production and quality control to ensure compliance.  Delay in
any FDA clearance  with respect to such software  could have a material  adverse
effect on the Company's business, results of operations and financial condition.

     The Company must also comply with  regulations  promulgated by the FDA from
time to time. The Company will be required to expend time,  resources and effort
in product manufacturing and quality control to ensure compliance. If violations
of the applicable  regulations are noted during FDA inspections of the Company's
manufacturing  facilities  and  related  software  development  facilities,  the
continued  marketing  of the  Company's  products  may be  materially  adversely
affected.

     In addition,  the Company has begun to market the Micro21 System in certain
foreign  markets.  Requirements  for the sale of the Micro21  System vary widely
from country to country,  ranging from simple product  registrations to detailed
submissions such as those required by the FDA. To date, the Company has obtained
regulatory  clearances  or approvals to market the Micro21  System in the United
States,  Canada and Japan;  no regulatory  clearances or approvals have yet been
applied for in any countries other than the United States, Canada and Japan, and
there is no assurance that any such approvals or clearances will be issued.  The
ability  to  export  into  other  countries  may  require   obtaining  ISO  9001
certification,  which is analogous to compliance with FDA  requirements,  and CE
Mark certification.  The Company has received CE Mark certification, and expects
to obtain ISO 9001  certification  in July 1997,  but there can be no  assurance
that ISO 9001 certification will be obtained.  The market for the Micro21 System
also could be affected by the Clinical Laboratory Improvement Amendments of 1988
("CLIA").  This law is intended to assure the  quality  and  reliability  of all
medical testing in the United States.

     Any change in existing federal, state or foreign laws or regulations, or in
the interpretation or enforcement thereof, or the promulgation of any additional
laws or  regulations  could  have a  material  adverse  effect on the  Company's
business, results of operations and financial condition.

              DEPENDENCE ON KEY PERSONNEL; ABILITY TO MANAGE GROWTH

     The  Company  depends to a  substantial  degree on the  services of Tyce M.
Fitzmorris,  Eric Espenhahn and Jaime Pereira,  all of whom were instrumental in
founding the Company and in developing the Micro21 System. Mr. Fitzmorris serves
as the Company's Chairman, Chief Executive Officer and President. Mr. Espenhahn,
who serves as the Company's  Vice  President-Product  Development,  is primarily
responsible  for  the  technical  development  of the  Micro21  System  and  its
NeuralVision  software.  Mr.  Pereira  is  a  significant   contributor  to  the
development  of the  NeuralVision  software  utilized in the Micro21  System and
serves as Vice  President-Engineering.  The Company  has key man life  insurance
policies  on  Messrs.  Fitzmorris,  Espenhahn  and  Pereira  in the  amounts  of
$2,500,000, $1,250,000 and $1,250,000, respectively. In addition, as a result of
the dispute with Coulter,  the Company believes that it is vital for the Company
to develop an  effective  sales and  marketing  organization  on an  accelerated
basis, and to that end, recently hired a Vice President of Sales and a number of
sales  personnel.  The  loss  of the  services  of any  of  Messrs.  Fitzmorris,
Espenhahn or Pereira,  or other key  personnel,  including the Vice President of
Sales, could have a material adverse effect on the Company's  business,  results
of operations  and  financial  condition.  The Company does not have  employment
agreements,   other  than  disclosure,   confidentiality   and   non-competition
agreements, with any of its personnel.

     The Company is highly dependent on the principal  members of its management
and engineering  staff,  the loss of whose services might impede the achievement
of the Company's  business  objectives.  As the Company  grows,  recruiting  and
retaining  additional  qualified personnel to supervise and manage the Company's
research and development and  manufacturing  operations will be important to the
Company's success.  Competition exists for qualified personnel, and there can be
no  assurance  that the Company  will be able to retain and attract  skilled and
experienced management, manufacturing,  engineering and research and development
personnel on acceptable terms.

          FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FINANCING

     The   implementation  of  the  Company's   business  strategy  may  require
significant  expenditures  of capital,  and the  Company may require  additional
financing in the future.  Additional  funds may be sought through equity or debt
financings. There can be no assurance that commitments for such financings could
be obtained on favorable  terms,  if at all.  Equity  financing  could result in
dilution to holders of Common  Stock,  and debt  financing  could  result in the
imposition of significant financial and operational restrictions on the Company.
Lack of access to  adequate  capital on  acceptable  terms could have a material
adverse  effect on the Company's  business,  results of operations and financial
condition.

                   CONTROL BY DIRECTORS AND EXECUTIVE OFFICERS

     As of the date of this Prospectus,  Mr. Fitzmorris, the Company's Chairman,
Chief Executive Officer and President, beneficially owned approximately 19.8% of
the outstanding shares of Common Stock, and the directors and executive officers
of  the  Company  as a  group  beneficially  owned  approximately  39.9%  of the
outstanding  shares  of  Common  Stock.  Accordingly,  directors  and  executive
officers will have significant influence over the policies and operations of the
Company,  including the ability to replace Company's  management or to alter the
conduct of the Company's business.

   ANTI-TAKEOVER EFFECT OF CERTAIN CHARTER, BY-LAW AND DELAWARE LAW PROVISIONS

     Certain provisions of the Company's  Certificate of Incorporation,  By-laws
and Delaware law could, together or separately, discourage potential acquisition
proposals,  delay or prevent a chance in control  of the  Company  and limit the
price that certain investors might be willing to pay in the future for shares of
the  Common  Stock.  These  provisions  provide,  among  other  things,  for the
issuance,  without further stockholder  approval, of preferred stock with rights
and  privileges  which could be senior to the Common  Stock and  advance  notice
provisions and other  limitations on the right of stockholders to call a special
meeting of  stockholders,  to nominate  directors and to submit  proposals to be
considered at stockholders' meetings. The Company also is subject to Section 203
of the Delaware General  Corporation Law which,  subject to certain  exceptions,
prohibits  a  Delaware  corporation  from  engaging  in any of a broad  range of
business  combinations  with any "interested  stockholder" for a period of three
years following the date that such stockholder became an interested stockholder.

                       POSSIBLE VOLATILITY OF STOCK PRICE

     Factors such as market acceptance of the Company's products,  the timing of
purchase orders,  announcements of technological innovations,  the attainment of
(or failure to attain)  milestones  in the  commercialization  of the  Company's
technology,   the  introduction  of  new  products,   or  establishment  of  new
collaborative  arrangements  by the  Company,  its  competitors  or other  third
parties, as well as claims of patent infringement or other material  litigation,
government regulations,  investor perception of the Company, fluctuations in the
Company's  operating  results and general market  conditions in the industry may
cause the  market  price of the  Common  Stock to  fluctuate  significantly.  In
addition, the stock market in general has recently experienced extreme price and
volume  fluctuations,  which have  particularly  affected  the market  prices of
technology   companies  for  reasons  frequently   unrelated  to  the  operating
performance  of such  companies.  These  broad  market  fluctuations  may have a
material adverse effect on the market price of the Common Stock.

              DILUTION; EFFECT OF OUTSTANDING OPTIONS AND WARRANTS

     The existing  stockholders  of the Company  acquired their shares of Common
Stock at an average  cost substantially  below $4.375, the closing  price of the
Common  Stock on June 17, 1997,  which is the  price  assumed  to be paid by the
purchasers   for  the  purpose  of   calculating   dilution  to  new  investors.
Accordingly,   investors  in  this  offering  will   experience   immediate  and
substantial dilution in net tangible book value per share of the Common Stock of
$2.055. To the extent that outstanding  options or warrants are exercised, there
will be further dilution to new investors. See "Dilution."

                                 USE OF PROCEEDS

     The  Company  will not receive  any  proceeds  from the resale of shares of
Common Stock by the Selling Stockholders  hereunder.  See "Selling Stockholders"
and "Plan of Distribution."

                                    DILUTION

     Dilution  is the  amount by which the price paid by the  purchasers  of the
shares of Common  Stock  will  exceed the net  tangible  book value per share of
Common  Stock.  The net  tangible  book  value  per  share  of  Common  Stock is
determined by  subtracting  the total  liabilities of the Company from the total
book value of the tangible  assets of the Company and dividing the difference by
the number of shares of Common  Stock  outstanding  on the date as of which such
book value is determined.  Since the Selling  Stockholders may resell the shares
of Common  Stock from time to time at market  prices  prevailing  at the time of
sale, at the prices  related to such  prevailing  market prices or at negotiated
prices, and such prices cannot be determined at this time, the price paid by the
purchasers  used in  calculating  the dilution to new investors in the following
table has been  deemed to be $4.375,  the closing  price of the Common  Stock on
June 17, 1997, the day prior to the date of this Prospectus.  At March 31, 1997,
the Company had a net tangible book value of approximately  $25,340,380 or $2.32
per share. The price of $4.375 represents an immediate dilution to new investors
of $2.055 per share. The following table illustrates this per share dilution:

Deemed price per share....................................................$4.375
Net tangible book value per share at March 31, 1997....................... 2.320
                                                                           ----
Dilution per share to new investors.......................................$2.055

     The foregoing  tables do not take into account the exercise of  outstanding
stock options or warrants after March 31, 1997.  There were 1,757,873  shares of
Common Stock issuable upon exercise of options  outstanding at March 31, 1997 at
a weighted average  exercise price of $2.97 per share,  669,576 shares of Common
Stock  issuable  upon  exercise of warrants  outstanding  at March 31, 1997 at a
weighted  average  exercise  price of $1.16 per share,  and  696,688  additional
shares of Common Stock  reserved for issuance  upon exercise of options that may
be granted in the future under the Company's  stock option plans.  To the extent
that these options or warrants are exercised,  there will be further dilution to
new investors.

                              SELLING STOCKHOLDERS

     Set forth below is information as to the Selling  Stockholders,  the number
of shares of Common  Stock of the  Company  beneficially  owned,  the  number of
shares  which  may be  offered  as set  forth on the  cover  of this  Prospectus
(assuming  that certain  options and warrants are  exercised)  and the number of
shares to be beneficially  owned assuming all offered shares are sold.
Number of
                                   Shares                              Shares to be Beneficially
                                   Beneficially        Number of        Owned After the Offering
      Name and Position of         Owned Prior         Shares Being
      Selling Stockholder          to the offering     Offered             Number    Percent
      --------------------         ---------------     -------------       ------    -------
GENE COCHRAN(1)                   43,925(2)              65,250           3,050        *
 JAMES E. DAVIS(3)                  2,297(4)               5,250               0        0
 ERIC ESPENHAHN(5)                835,647(6)             208,377         627,270       5.6
 TYCE M. FITZMORRIS(7)          2,212,902(8)             208,377       2,004,525      18.0
 GEORGE W. MASTERS(9)              16,500(10)              9,900           9,900        *
 JAIME PEREIRA(11)                427,377(12)          266,675.5       160,701.5       1.4
 JAMES SKINNER(13)                 16,500(14)             19,800               0        0

-----------------------------
*Less than 1% of the outstanding Common Stock.

(1)     Mr. Cochran is the Chief Financial Officer,  Treasurer,  Secretary and a
        director of the Company.
(2)     Includes 40,875 shares  issuable upon the exercise of outstanding  stock
        options exercisable within 60 days under the Plan.
(3)     Mr. Davis is a director of the Company.
(4)     Includes  2,297  shares  issuable  upon  exercise of  outstanding  stock
        options exercisable within 60 days under the Plan.
(5)     Mr. Espenhahn is the Vice-President  Product Development of the Company.
        Mr.  Espenhahn  served as a director of the Company from 1989 until July
        1996.
(6)     Includes 208,377 shares issuable upon the exercise of outstanding  stock
        options exercisable within 60 days under the Plan. Also includes 100,000
        shares  held of record by Mr.  Espenhahn's  wife (Karen  Espenhahn)  and
        8,000 shares held of record by Mr.  Espenhahn  as custodian  for his son
        (John Hudson Espenhahn). Mr. Espenhahn disclaims beneficial ownership of
        these securities.
(7)     Mr.  Fitzmorris  is the  Chairman of the Board of  Directors,  the Chief
        Executive Officer and the President of the Company.
(8)     Includes 208,377 shares issuable upon the exercise of outstanding  stock
        options exercisable within 60 days under the Plan. Also includes 570,000
        shares  held  of  record  by Mr.  Fitzmorris'  wife  (Anne  Fitzmorris),
        children  and wife as custodian  for one child,  who have granted to Mr.
        Fitzmorris irrevocable voting proxies and a purchase option with respect
        to such shares. Mr. Fitzmorris  disclaims  beneficial  ownership of such
        securities. Excludes 24,039 shares beneficially owned by Mr. Fitzmorris'
        parents, as  to  which  Mr. Fitzmorris  disclaims  beneficial ownership.
(9)     Mr. Masters is a director of the Company.
(10)    Includes 6,600 shares  issuable upon the exercise of  outstanding  stock
        options exercisable within 60 days under the Plan.
(11)    Mr. Pereira is the Vice-President  Engineering of the Company.
(12)    Includes  266,675.5  shares  issuable  upon the exercise of  outstanding
        stock  options  exercisable  within 60 days  under  the  Plan.  Does not
        include  6,000  shares  held of record  by  irrevocable  trusts  for the
        benefit of Mr. Pereira's nephews and nieces.
(13)    Mr. Skinner is a director of the Company.
(14)    Includes 16,500 shares  issuable upon the exercise of  outstanding stock
        options exercisable within 60 days under the Plan.

     Except  as  noted  in  the  foregoing   footnotes,   none  of  the  Selling
Stockholders has any position,  office or other material  relationship  with the
Company or any of its affiliates within the past three years.

                              PLAN OF DISTRIBUTION

     The Shares  offered  hereby may be resold  from time to time by the Selling
Stockholders  for their own  accounts.  The  Company  will  receive  none of the
proceeds from this offering.

     The  distribution of the Shares by the Selling  Stockholders is not subject
to any underwriting agreement. The Shares covered by this Prospectus may be sold
by the  Selling  Stockholders  or by  pledgees,  donees,  transferees  or  other
successors in interest.  The Shares offered by the Selling  Stockholders  may be
sold from time to time at the market price  prevailing  at the time of sale,  at
prices relating to such  prevailing  market prices or at negotiated  prices.  In
addition,  the Selling  Stockholders  may resell  their  Shares  covered by this
Prospectus through customary brokerage channels,  either through  broker-dealers
acting as agents or brokers, or through broker-dealers acting as principals, who
may then resell the Shares,  or at private sale or  otherwise,  at market prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices or at  negotiated  prices.  The  Selling  Stockholders  may  effect  such
transactions  by  selling  Shares  to  or  through   broker-dealers,   and  such
broker-dealers may receive  compensation in the form of underwriting  discounts,
concessions,   commissions,   or  fees  from  the  Selling  Stockholders  and/or
purchasers  of the  Shares for whom such  broker-dealers  may act as agent or to
whom  they  sell as  principal,  or both  (which  compensation  to a  particular
broker-dealer might be in excess of customary  commissions).  Any broker-dealers
that participate with the Selling Stockholders in the distribution of Shares may
be deemed to be underwriters and any commissions received by them and any profit
on the resale of Shares  positioned  by them might be deemed to be  underwriting
discounts  and  commissions  within  the  meaning  of  the  Securities  Act,  in
connection with such resales.

     The Company will inform the Selling  Stockholders that the antimanipulation
rules under the Securities Exchange Act of 1934 may apply to sales in the market
and will  furnish the Selling  Stockholders  upon  request  with a copy of these
Rules.  The Company  will also inform the Selling  Stockholders  of the need for
delivery of copies of this Prospectus.

     Any Shares  covered by the Prospectus  that qualify for resale  pursuant to
Rule 144  under  the  Securities  Act may be sold  under  Rule 144  rather  than
pursuant to this Prospectus.

     The Common Stock is quoted on the Nasdaq  National  Market under the symbol
"IMII".

                                  LEGAL MATTERS

     The validity of the shares of Common Stock  offered  hereby has been passed
upon for the Company by Edwards & Angell, Palm Beach, Florida.

                                     EXPERTS

     The financial statements of Intelligent Medical Imaging,  Inc. appearing in
Intelligent Medical Imaging, Inc.'s Annual Report (Form 10-K) for the year ended
December 31, 1996, have been audited by Ernst & Young LLP, independent certified
public  accountants,  as set forth in their report thereon  included therein and
incorporated  herein by reference.  Such financial  statements are  incorporated
herein by  reference in reliance  upon such report  given upon the  authority of
such firm as experts in accounting and auditing.

     The  statement  in this  Prospectus  under  the  caption  "Risk  Factors  -
Dependence on Trade Secrets and  Proprietary  Technology" set forth in the fifth
sentence of the second paragraph under the caption "Risk Factors - Dependence on
Trade  Secrets and  Proprietary  Technology"  has been  reviewed and approved by
Malin,  Haley,  DiMaggio & Crosby,  P.A., Fort Lauderdale,  Florida,  serving as
patent  counsel  for the  Company,  and as an  expert  on such  matters,  and is
included herein in reliance upon that review and approval.
No dealer,  sales  representative or any
other person has been  authorized to give any
information or to make any representations in          783,630 Shares
connection  with  this  offering  other  than
those contained in this  Prospectus,  and, if
given   or   made,   such    information   or  INTELLIGENT MEDICAL IMAGING, INC.
representations  must not be  relied  upon as
having been  authorized by the Company or any
of the Selling Stockholders.  This Prospectus            Common Stock
does not  constitute  an offer to sell,  or a
solicitation   of  an  offer   to  buy,   any
securities    other   than   the   registered
securities  to which it  relates  or an offer
to, or a  solicitation  of, any person in any     ---------------------------
jurisdiction where such offer or solicitation
would be  unlawful.  Neither the  delivery of
this  prospectus  nor any sale made hereunder             Prospectus
shall,  under any  circumstances,  create any
implication  that there has been no change in
the  affairs  of the  Company  since the date
hereof  or  that  the  information  contained             June 18, 1997
herein is correct  as of any time  subsequent
to the date hereof.

                       TABLE OF CONTENTS

                                                   PAGE

Available Information.................................2
Incorporation of Certain Information
 by Reference.........................................3
The Company...........................................4
Risk Factors..........................................5
Use of Proceeds......................................12
Dilution.............................................12
Selling Stockholders.................................13
Plan of Distribution.................................14
Legal Matters........................................14
Experts..............................................14
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  filed with the  Commission by the  Registrant are
incorporated by reference into this Registration Statement (File No. 1-14190):

     (a)  Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          1996;

     (b)  Quarterly  Report on Form 10-Q for the quarter  ended March 31,  1997;
          and

     (c)  The  description  of the Common Stock  contained  in the  Registration
          Statement  on Form 8-A dated  February 1, 1996,  and any  amendment or
          report filed for the purpose of updating that description.

     All reports and other documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
herein  have been  sold or which  de-registers  all  securities  then  remaining
unsold,  shall be deemed to be incorporated by reference into this  Registration
Statement  and to be a part hereof from the date of filing such  documents.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  shall be deemed to be modified or superseded  for the purpose of this
Registration  Statement  to the extent that a statement  contained  in any other
subsequently  filed document which also is or is deemed to be incorporated  into
this Registration  Statement by reference modifies or supersedes such statement.
Any such statement so modified or superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF REGISTRANT'S SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General  Corporation Law, as amended,  provides
in regard to indemnification of directors and officers as follows:

     "145.  INDEMNIFICATION  OF  OFFICERS,  DIRECTORS,   EMPLOYEES  AND  AGENTS;
INSURANCE.

     (a) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  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 interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise 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
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

     (c)  To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer,  employee,  or agent is proper in the circumstances  because he has met
the applicable  standard of conduct set forth in subsections (a) and (b) of this
section.  Such  determination  shall  be  made  (1) by a  majority  vote  of the
directors who are not parties to such action,  suit or  proceeding,  even though
less than a quorum or (2) if there are no such directors or if such directors so
direct,  by  independent  legal  counsel  in a  written  opinion,  or (3) by the
stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil,  criminal,  administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such  director or officer to repay such amount if it shall  ultimately
be determined  that he is not entitled to be indemnified  by the  corporation as
authorized in this section.  Such expenses (including  attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions,  if
any, as the board of directors deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director,  officer,  employee,  or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

     (h) For purposes of this  section,  references to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnity its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

     (i) For purposes of this section,  references to "other  enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person with  respect to any  employee  benefit  plans;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

     (k) The Court of Chancery is hereby vested and has  exclusive  jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees)."

     The  Company's  By-laws  contain the  foregoing  provisions  with regard to
indemnification of officers, directors, employees and agents.

     The  Company's  Certificate  of  Incorporation  provides that the Company's
directors  shall not be liable to the Company or its  stockholders  for monetary
damages for breach of  fiduciary  duty as a director,  except to the extent that
exculpation   from  liability  is  not  permitted  under  the  Delaware  General
Corporation Law as in effect at the time such liability is determined.

     The Company  maintains an  indemnification  insurance  policy  covering all
directors and officers of the Company.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (A)  EXHIBITS:

  Exhibit

Number           Description  of Document

4.1       Form of Stock Certificate (incorporated by reference to Exhibit 4.1 to
          Registration Statement No. 333-636).

5.1       Opinion of Edwards & Angell regarding legality of the Common Stock.

23.1      Consent of Ernst & Young LLP.

23.2      Consent of Edwards & Angell (included in Exhibit 5.1).

23.3      Consent of Malin, Haley, DiMaggio & Crosby, P.A.

24.1      Power of Attorney (see page II-5 of Registration Statement).

ITEM 9.  UNDERTAKINGS.

     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 of 1933;

          (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. Notwithstanding the foregoing, any increase or decrease in the 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; and

          (iii) To include any material  information with respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 and are  incorporated  by  reference  in this  Registration
Statement.

     (2) For the purpose of determining  any liability  under the Securities Act
of 1933, each post-effective  amendment that contains a form of Prospectus 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.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
Registrant  pursuant to the provisions  described in Item 6 above, or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Act of 1933,  Intelligent
Medical Imaging,  Inc.  certifies that it has reasonable grounds to believe that
it meets all of the  requirements for filing on Form S-8/S-3 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Palm Beach Gardens, State of Florida,
on this 18th day of June, 1997.

                                INTELLIGENT MEDICAL IMAGING, INC.

                                By: /s/ Tyce M. Fitzmorris
                                    --------------------------------------
                                        Tyce M. Fitzmorris
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Tyce M. Fitzmorris and Gene Cochran,  and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to sign any or all amendments to this Registration Statement
on Form S-8/S-3  (including  post-effective  amendments),  and to file the same,
with all exhibits thereto,  and other documents in connection therewith with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  that said  attorneys-in-fact  and  agents,  or their  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on June 18, 1997.

SIGNATURE                                      TITLE                    DATE

/s/TYCE M. FITZMORRIS       President and Chief Executive Officer, June 18, 1997
-------------------------    Chairman of the Board of Directors
   Tyce M. Fitzmorris

/s/GENE COCHRAN             Chief Financial Officer and Principal  June 18, 1997
-------------------------    Accounting Officer, Director
   Gene Cochran

/s/WILLIAM D. WHITTAKER     Director                               June 18, 1997
-------------------------
   William D. Whittaker

/s/R. WAYNE FRITZSCHE       Director                               June 18, 1997
-------------------------
   R. Wayne Fritzsche

/s/GEORGE MASTERS           Director                               June 18, 1997
-------------------------
   George Masters

/s/JAMES SKINNER            Director                               June 18, 1997
-------------------------
   James Skinner

/s/JAMES E. DAVIS           Director                               June 18, 1997
-------------------------
   James E. Davis