UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
   

                                 AMENDMENT NO. 1
                                       TO
                                    FORM 8-A
    

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR (G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         IMAGE GUIDED TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

          Colorado                                        84-1139082  
     (State of incorporation or                        (I.R.S. Employer
       organization)                                   Identification No.)


                             5710-B Flatiron Parkway
                             Boulder, Colorado 80301
          (Address, including zip code, of Principal Executive Offices)


Securities to be registered pursuant to Section 12(b) of the Act:

          Title of each class                     Name of each exchange on which
          to be so registered                     each class is to be registered

     COMMON STOCK, NO PAR VALUE                   BOSTON STOCK EXCHANGE
     --------------------------                   ---------------------


If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instructions A.(c)(1), please check
the following box. / /

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instructions A.(c)(2), please check the following box. / /

Securities to be registered pursuant to Section 12(g) of the Act:  

   

                                 NOT APPLICABLE
                                (Title of Class)

    


                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.


     See "Description of Securities" contained in Registrant's Registration
Statement on Form SB-2, Registration No. 333-09103 incorporated herein by
reference.


ITEM 2.  EXHIBITS. 

     2.1  Amended and Restated Articles of Incorporation of the Registrant and
          Articles of Amendment and Certificate of Correction thereto
          incorporated by reference to Exhibit 3.1 of the Registrant's
          Registration Statement on Form SB-2, Registration No. 333-09103.

     2.2  Bylaws of the Registrant incorporated by reference to Exhibit 3.2 of
          the Registrant's Registration Statement on Form SB-2, Registration No.
          333-09103.

     2.3  Specimen Common Stock Certificate incorporated by reference to
          Exhibit 4.1 of the Registrant's Registration Statement on Form SB-2,
          Registration No. 333-09103.

     2.4  1994 Stock Option Plan of the Registrant, as amended, and after the
          Registrant's December 1994 four-for-one stock split incorporated by
          reference to Exhibit 10.1 of the Registrant's Registration Statement
          on Form SB-2, Registration No. 333-09103.

     2.5  Form of Stock Option Agreement under the Registrant's 1994 Stock
          Option Plan incorporated by reference to Exhibit 10.2 of the
          Registrant's Registration Statement on Form SB-2, Registration No.
          333-09103.

     2.6  Registration Rights Agreement dated as of July 8, 1994, among the
          Registrant and holders of the Registrant's Series A Preferred Stock
          incorporated by reference to Exhibit 10.3 of the Registrant's
          Registration Statement on Form SB-2, Registration No. 333-09103.


                                    SIGNATURE

   
 
     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Amendment No. 1 to its registration
statement on Form 8-A to be signed on its behalf by the undersigned, thereto
duly authorized.
    

                                   IMAGE GUIDED TECHNOLOGIES, INC.



                                   By:   /s/ JEFFREY J. HILLER  
                                        -------------------------------
                                        Jeffrey J. Hiller, Chief Financial
                                        Officer, Vice President of Finance
   

                                   Date: September 25, 1996    
                                         -----------------------
    

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