-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 C/yyMUL2Kuz8n+RFphbEXomrG+5W7ZgnWauoBecht0fIySKybltxJY2V7JMW2+n+
 GxDFLod97GeVGu87jvGtvg==

<SEC-DOCUMENT>0000912057-97-027465.txt : 19970814
<SEC-HEADER>0000912057-97-027465.hdr.sgml : 19970814
ACCESSION NUMBER:		0000912057-97-027465
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19970813
SROS:			NASD

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHROMAVISION MEDICAL SYSTEMS INC
		CENTRAL INDEX KEY:			0001038223
		STANDARD INDUSTRIAL CLASSIFICATION:	LABORATORY ANALYTICAL INSTRUMENTS [3826]
		IRS NUMBER:				752649072
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-26129
		FILM NUMBER:		97658064

	BUSINESS ADDRESS:	
		STREET 1:		33171 PASEO CORVEZA
		CITY:			SAN JUAN CAPISTRANO
		STATE:			CA
		ZIP:			92675
		BUSINESS PHONE:		8887764276
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<DESCRIPTION>PROS SUPP
<TEXT>

<PAGE>
                             Prospectus Supplement Filed Under Rule 424(b)(3)
                                                           File No. 333-26129


                      CHROMAVISION MEDICAL SYSTEMS, INC.

                Prospectus Supplement Dated August 13, 1997 to
                        Prospectus Dated July 1, 1997


    This Prospectus Supplement provides supplemental information to the 
Prospectus dated July 1, 1997 (the "Prospectus") covering the sale of 
6,720,000 shares of common stock of ChromaVision Medical Systems, Inc. (the 
"Company"). The Company granted to shareholders of the outstanding common 
stock of Safeguard Scientifics, Inc. ("Safeguard") of record on June 30, 
1997, transferable rights to purchase an aggregate of up to 6,400,000 shares 
of the Company's common stock being sold by the Company and Safeguard, 
Technology Leaders, L.P. ("TL"), Technology Leaders Offshore C.V. ("TL 
Offshore" and, together with TL, "Technology Leaders I"), Technology Leaders 
II L.P. ("TLII"), Technology Leaders II Offshore C.V. ("TLII Offshore" and, 
together with TLII, "Technology Leaders II"), and XL Vision, Inc. ("XL", and 
together with Safeguard, Technology Leaders I, and Technology Leaders II, the 
"Selling Stockholders"). The Prospectus also relates to the purchase of 
320,000 additional shares of the Company's common stock that were granted to 
certain persons selected by the Company. A copy of the Prospectus is attached 
to this Prospectus Supplement and must be read in conjunction herewith. The 
following information is hereby added to and deemed to be included in the 
Prospectus:

        The rights offering by the Company, which involved the 
    distribution of 6,267,460 rights to Safeguard shareholders of record as 
    of the close of business on June 30, 1997, expired on August 5, 
    1997. Chase Mellon Shareholder Services, L.L.C., the rights agent, 
    informed the Company that holders of rights exercised such rights 
    to purchase a total of 6,028,648 shares of common stock (of which 
    6,020,000 shares were sold by the Company and 8,648 shares were sold by the
    Selling Stockholders) at the exercise price of $5.00 per share. Of 
    the total shares of the Company's common stock subscribed for 
    through the exercise of rights, the underwriters, Robert W. Baird & 
    Co. Incorporated and Adams, Harkness & Hill, Inc. advised the 
    Company that they subscribed for 387,796 shares of common stock 
    through the exercise of rights that were purchased in the open 
    market by the underwriters during the course of the rights 
    offering. The 238,812 shares of common stock remaining unsubscribed 
    on the expiration date, together with the 132,540 shares of common 
    stock relating to unissued rights, were sold to the other 
    purchasers. Pursuant to the terms of the Standby Underwriting Agreement, 
    the underwriters have purchased all of the 640,000 shares of common stock 
    from the Selling Stockholders that were subject to the over-allotment 
    options granted by the Selling Stockholders to the underwriters. 
    The underwriters have advised the Company that, during the exercise 
    period of the rights offering, they (i) purchased 866,685 rights in 
    the open market at prices ranging from $4.625 to $8.500 per 
    right, (ii) sold 478,889 rights in the open market at prices ranging 
    from $4.750 to $8.750 per right, (iii) purchased 346,391 shares in the 
    open market at prices ranging from $9.875 to $13.250 per share and (iv) 
    sold 736,735 shares of common stock to the public at prices ranging from 
    $9.875 to $13.500 per share.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----