1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM 10-Q

Mark One

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For The Quarterly Period Ended June 30, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Transition Period from __________ to __________

COMMISSION FILE NUMBER 0-1000

CHROMAVISION MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 75-2649072
-------- ----------
(State or other jurisdiction of incorporation or (IRS Employer Identification Number)
organization)

33171 PASEO CERVEZA
SAN JUAN CAPISTRANO, CA 92675
----------------------- -----
(Address of principal executive offices) (Zip code)

(949) 443-3355
(Registrant's telephone number, including area code)

NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No
----- -----

As of August 6, 2001 there were 20,170,260 shares outstanding of the Issuer's
Common Stock, $.01 par value.

CHROMAVISION MEDICAL SYSTEMS, INC.

TABLE OF CONTENTS

Page
----

PART I FINANCIAL INFORMATION

Item 1 Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 2001 and December 31, 2000 3

Condensed Consolidated Statements of Operations for the three and six months ended 4
June 30, 2001 and 2000

Condensed Consolidated Statements of Cash Flows for the six months ended 5
June 30, 2001 and 2000

Notes to Condensed Consolidated Financial Statements 6

Item 2 Management's Discussion and Analysis of Financial 8
Condition and Results of Operations

Item 3 Quantitative and Qualitative Disclosure about Market Risk 10

PART II OTHER INFORMATION

Item 2 Changes in Securities and Use of Proceeds 11

Item 4 Submission of Matters to a Vote of Security Holders 11

Item 6 Exhibits and Reports on Form 8-K 11

SIGNATURES

PART I - ITEM 1

CHROMAVISION MEDICAL SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

JUNE 30, DECEMBER 31,
2001 2000
------------ ------------

ASSETS

Current assets:
Cash and cash equivalents ................................... $ 2,722,163 $ 9,797,698
Accounts receivable, net .................................... 590,077 262,910
Other ....................................................... 363,748 153,522
------------ ------------
Total current assets ................................... 3,675,988 10,214,130
Property and equipment, net .................................... 4,536,467 4,453,881
Other .......................................................... 308,776 233,535
------------ ------------
Total assets ........................................... $ 8,521,231 $ 14,901,546
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable ............................................ $ 573,436 $ 352,447
Accrued payroll ............................................. 732,488 628,895
Accrued liabilities ......................................... 895,056 708,817
------------ ------------
Total current liabilities ............................... 2,200,980 1,690,159

Commitments and contingencies .................................. -- --

Stockholders' equity:
Series A convertible preferred stock, $.01 par value,
authorized 7,246,000 shares, none issued and outstanding .. -0- -0-
Series B convertible preferred stock, $.01 par value,
authorized 221,850 shares, none issued and outstanding .... -0- -0-
Series C convertible preferred stock, $.01 par value,
authorized 200,000 shares, none issued and outstanding .... -0- -0-
Common stock $.01 par value, authorized 50,000,000 shares,
issued and outstanding 20,166,510 shares in 2001 and
20,092,466 in 2000 ........................................ 201,665 200,925
Additional paid-in capital .................................. 63,079,841 62,648,492
Accumulated deficit ......................................... (56,880,332) (49,541,578)
Accumulated other comprehensive loss ........................ (80,923) (96,452)
------------ ------------
Total stockholders' equity .............................. 6,320,251 13,211,387
------------ ------------
Total liabilities and stockholders' equity ..................... $ 8,521,231 $ 14,901,546
============ ============

See accompanying notes to condensed consolidated financial statements.

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CHROMAVISION MEDICAL SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------ ------------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------

Revenue ...................................... $ 949,423 $ 337,822 $ 1,897,967 $ 541,718

Cost of revenue .............................. 195,080 113,762 400,808 181,037
------------ ------------ ------------ ------------

Gross profit ............................ 754,343 224,060 1,497,159 360,681
------------ ------------ ------------ ------------

Operating expenses:
Selling, general and administrative ....... 2,724,977 2,302,302 5,304,441 4,258,582
Research and development .................. 1,780,645 1,801,696 3,697,984 3,421,177
------------ ------------ ------------ ------------

Total operating expenses ................ 4,505,622 4,103,998 9,002,425 7,679,759
------------ ------------ ------------ ------------

Loss from operations .................... (3,751,279) (3,879,938) (7,505,266) (7,319,078)
------------ ------------ ------------ ------------

Other income ................................. 51,331 180,481 166,512 428,565
------------ ------------ ------------ ------------

Loss before income taxes ................ (3,699,948) (3,699,457) (7,338,754) (6,890,513)

Income taxes ................................. -0- -0- -0- -0-
------------ ------------ ------------ ------------

Net loss ................................ $(3,699,948) $ (3,699,457) $ (7,338,754) $ (6,890,513)
============ ============ ============ ============

Basic and diluted net loss per common share .. $ (.18) $ (.19) $ (.36) $ (.35)
============ ============ ============ ============

Weighted average number of common
shares outstanding ........................ 20,145,169 19,507,545 20,124,923 19,501,366
============ ============ ============ ============

See accompanying notes to condensed consolidated financial statements.

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CHROMAVISION MEDICAL SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

SIX MONTHS ENDED
JUNE 30,
------------------------------
2001 2000
----------- ------------

Cash flows from operating activities:
Net loss .............................................. $(7,338,754) $ (6,890,513)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization ............................ 977,922 893,712
Changes in operating assets and liabilities:
Accounts receivable, net ................................. (337,374) (388,958)
Other assets ............................................. (278,631) (352,719)
Accounts payable ......................................... 267,120 (121,292)
Accrued liabilities ...................................... 255,522 485,345
----------- ------------
Net cash used in operating activities .................... (6,454,195) (6,374,425)
----------- ------------

Cash flows from investing activities:
Maturities of investments ..................................... -- 7,754,170
Purchases of investments ...................................... -- (3,886,449)
Additions to property and equipment ........................... (1,060,813) (1,007,969)
----------- ------------
Net cash (used in) provided by investing activities ...... (1,060,813) 2,859,752
----------- ------------

Cash flows from financing activities:
Proceeds from exercise of stock options ....................... 441,019 145,501
Offering costs ................................................ (8,930) (130,800)
----------- ------------
Net cash provided by financing activities ................ 432,089 14,701
----------- ------------
Effect of exchange rate changes on cash and cash equivalents .. 7,384 (14,410)
Net decrease in cash and cash equivalents ................ (7,075,535) (3,514,382)
Cash and cash equivalents beginning of period ................. 9,797,698 11,802,668
----------- ------------
Cash and cash equivalents end of period ....................... $ 2,722,163 $ 8,288,286
=========== ============

See accompanying notes to condensed consolidated financial statements.

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CHROMAVISION MEDICAL SYSTEMS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(1) BASIS OF PRESENTATION

These interim condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and notes thereto
included in our 2000 annual report filed on Form 10-K with the Securities and
Exchange Commission.

The accompanying unaudited condensed consolidated financial statements
reflect all adjustments which, in the opinion of management, are necessary for a
fair presentation of the financial position and the results of operations for
the interim periods presented. All such adjustments are of a normal, recurring
nature. Certain amounts have been reclassified to conform to the current period
presentation. The results of our operations for any interim period are not
necessarily indicative of the results to be obtained for a full fiscal year.

(2) NET LOSS PER SHARE

Options to purchase 3,097,425 and 2,336,156 shares of common stock with
an average option price of $6.21 and $6.74 were outstanding at June 30, 2001
and 2000, respectively, and were excluded from the computation of diluted net
loss per share as the effect would be antidilutive.

(3) COMPREHENSIVE LOSS

Our total comprehensive loss is summarized as follows:

Three Months Ended June 30, Six Months Ended June 30,
---------------------------- ----------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------

Net loss .................................. $(3,699,948) $(3,699,457) $(7,338,754) $(6,890,513)
Foreign currency translation gain (loss) .. (2,420) (26,762) 15,529 (12,810)
----------- ----------- ----------- -----------
Comprehensive loss ........................ $(3,702,368) $(3,726,219) $(7,323,225) $(6,903,323)
=========== =========== =========== ===========

(4) BUSINESS SEGMENTS

We operate in one business segment engaged in the development,
manufacture and marketing of an Automated Cellular Imaging System (ACIS (TM))
designed to substantially improve the accuracy, sensitivity, and reproducibility
of cell imaging.

The following table represents our business segment information by
geographic area:

Three Months Ended June 30, Six Months Ended June 30,
----------------------------- ----------------------------
2001 2000 2001 2000
----------- ------------ ----------- -----------

Net sales
United States ............ $ 837,295 $ 217,337 $ 1,756,558 $ 401,072
Europe(a) ................ 112,128 120,485 141,409 140,646
----------- ------------ ----------- -----------
Total net sales ....... $ 949,423 $ 337,822 $ 1,897,967 $ 541,718
=========== ============ =========== ===========

Operating loss
United States ............ $(3,693,957) $ (3,809,909) $(7,269,989) $(7,198,484)
Europe(a) ................ (57,322) (70,029) (235,277) (120,594)
----------- ------------ ----------- -----------
Total operating loss .. $(3,751,279) $ (3,879,938) $(7,505,266) $(7,319,078)
=========== ============ =========== ===========

Identifiable assets June 30, 2001 December 31, 2000
------------- -----------------

United States ............ $ 8,424,315 $ 14,767,927
Europe (a) ............... 96,916 133,619
----------- ------------
Total assets .......... $ 8,521,231 $ 14,901,546
=========== ============

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(a) European operations represent business activities conducted primarily in
France, Germany, Italy, Austria, Switzerland and Great Britain.

(5) STOCK TRANSACTIONS

In January 2001, we entered into a financing agreement with VennWorks
LLC providing for VennWorks to invest up to $5 million in our common stock at
various dates and in amounts selected by us from March 30, 2001 through December
28, 2001 (subject to certain limitations). The price per share is based upon the
average closing price of our common stock on the Nasdaq National Market during a
20-day trading period prior to our request to purchase, subject to a minimum of
$7 per share and a maximum of $14 per share. In April 2001, we requested a $2
million investment from VennWorks in our common stock subject to an amended
stock purchase agreement dated April 18, 2001. The agreement provides for the
issuance of shares beginning on April 20, 2001 and each week thereafter through
June 22, 2001 based on varying amounts of payments and subject to certain
interest calculations. As of July 31, 2001 VennWorks had invested approximately
$400,000 at $7 per share but has missed the balance of the remaining payments
under this agreement. VennWorks has indicated that while it intends to fully
meet its obligation to us, its ability to do so depends upon its obtaining
additional funding. As a result of the failure to make scheduled investments, we
have the right to require, after 15 days notice and a right to cure, that the
entire balance be immediately invested.

(6) SUBSEQUENT EVENTS

On July 10, 2001 we obtained $12.5 million in additional funding through
a private placement of preferred stock and warrants to seven institutional
investors. Halifax Fund LP served as the lead investor of the private placement.
Other investors included Safeguard Scientifics, currently our largest
shareholder. UBS Warburg LLC served as exclusive placement agent for this
transaction.

The preferred stock bears a 5% cumulative annual dividend payable in
cash or common stock and will be convertible into common stock at $6.57 per
share, which represents 115% of the market price prior to closing. The preferred
stock is required to be redeemed by us three years after issuance for the amount
paid for the preferred stock plus accrued and unpaid dividends. The warrants are
exercisable to purchase an aggregate of 546,615 shares at any time after
issuance for a period of five years at a price of $6.86 per share.

Under the terms of the transaction documents, the preferred stock is
required to be converted into common stock if the trading price of the common
stock equals or exceeds 175% of the initial conversion price for 20 out of 30
consecutive trading days occurring after the first anniversary of the purchase
of the preferred stock. The conversion price of the preferred stock and the
exercise price of the warrants are subject to adjustment upon the occurrence of
certain events, including an adjustment after one year if the trading prices of
the common stock for a designated period are less than the conversion or
exercise price, but the amount of the adjusted price for the one-year adjustment
cannot be less than a floor of $4.0019 per share.

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PART I

ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The statements contained herein regarding ChromaVision Medical Systems, Inc.
include forward-looking statements that involve risks and uncertainty. Future
events and our actual results could differ materially from the results reflected
in these forward-looking statements. Factors that might cause such a difference
include, but are not limited to, the performance and acceptance of our ACIS
system in the market place, our ability to establish a successful sales and
marketing organization, continuation of favorable third party payer
reimbursement for tests performed using our system, our ability to obtain
additional financing which may be required, unanticipated expenses or
liabilities or other adverse events affecting cash flow, uncertainty of success
in developing any new applications, failure to obtain FDA clearance or approval
for particular applications, further objections by the FDA to our reworded
promotional materials, the effect of competition from companies with similar
products, and dependence on third parties for collaboration in developing new
tests and in distributing our systems and tests performed on the system.

OVERVIEW

We develop, manufacture and market the ACIS(TM) automated cellular
imaging system, which is designed to substantially improve the accuracy,
sensitivity, and reproducibility of cell imaging. Unlike manual methods of
viewing and analysis, ACIS combines proprietary, color-based imaging technology
with automated microscopy to assist the pathologist in making critical medical
decisions. In July 1999, the FDA granted clearance for use of the ACIS system to
assist the pathologist to detect, count and classify cells of clinical interest
based on recognition of cellular objects of particular color, size, and shape.

RESULTS OF OPERATIONS

Revenue and Gross Margin percentage. Revenue for the three and six months ended
June 30, 2001 increased approximately $612,000 or 181% and $1.4 million or 250%,
respectively, over the comparable periods in 2000 due to both an increase in
ACIS placements and increased usage of the ACIS. The number of ACIS in the field
generating fee-per-use charges increased 327% or 36 units from 11 to 47 systems
and average monthly revenue increased to approximately $5,700 per month as
compared to $4,400 for the comparable period in 2000. Our business plan focuses
on placing the ACIS under a lease arrangement in which the customer is charged
based on the number of tests performed, subject to a minimum monthly payment.
However, occasional sales of the ACIS system are recorded primarily to research
institutions. Additionally, we also sell or lease the system on a fixed rent
basis in the European Community where the fee-per-use strategy is not accepted
in the healthcare structure.

Three Months Ended. System sales contributed 27% of total revenue for
the three months ended June 30, 2001 as compared to 58% of total revenue for the
comparable period in 2000. We anticipate system sales, as a percentage of total
revenue, to continue to decrease as our fee-per-use revenue continues to grow
during 2001 primarily due to an increase in the number of ACIS placements which
are expected to generate fee-per-use charges. The gross margin percentage
increased to 79% as compared to 66% in the same period in 2000 due to increased
revenue per ACIS placement and higher ACIS system sales prices.

Six Months Ended. System sales contributed 39% of total revenue for the
six months ended June 30, 2001 as compared to 57% of total revenue for the
comparable period in 2000. The gross margin percentage increased to 79% as
compared to 67% in the same period in 2000 due to increased revenue per ACIS
placement and higher ACIS system sales prices.

Selling, general and administrative expenses. Expenses for the three and six
months ended June 30, 2001 increased approximately $423,000 or 18% and
$1,046,000 or 25%, respectively, over the comparable periods in 2000. The
increase is primarily due to increases in our Sales and Marketing costs related
to increased staffing and continuation of our commercial launch activities for
the ACIS in both the European and U.S. markets. We anticipate selling, general
and administrative expenses to continue to increase in succeeding quarters as a
result of increased expenditures for personnel, commissions and costs to support
additional ACIS placements.

Research and development expenses. Expenses for the three and six months ended
June 30, 2001 decreased approximately $21,000 or 1% and increased approximately
$277,000 or 8%, respectively, over the comparable periods in 2000. The increase
for the six months ended is primarily attributable to the addition of technical
personnel and to an increase in funding of various clinical studies to further
develop and release our menu of tests. We anticipate that research and
development expenses for 2001 will be consistent with 2000 as we have achieved
an appropriate level of personnel to support the development of new system
capabilities and the continuation of technological advances to the ACIS.

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Other income. Other income for the three and six months ended decreased
approximately $129,000 or 72% and $262,000 or 61%, respectively, from the
comparable periods in 2000 due to a decrease in interest earned on our lower
cash balance for 2001. The lower cash balance is due to funding of operations.
We anticipate other income to increase during 2001 due to the $12.5 million
additional funding obtained from a private placement completed in July 2001.

UNCERTAINTIES AS TO FUTURE OPERATIONS

The year 2000 was our first full year of commercial activity in which we
focused more on marketing and sales of the ACIS system as our menu of
capabilities performed with the ACIS expanded and gained commercial acceptance.
We still face significant uncertainties including our ability to achieve market
acceptance of the ACIS, to manufacture the system in commercial quantities and
to continue to achieve satisfactory customer reimbursement from third-party
payers for tests performed using the ACIS. We also face uncertainties with
respect to our ability to complete development of additional tests for the ACIS.
In order to mitigate the risk that any one test will not be successfully
developed, we maintain a pipeline of tests in a prioritized queue so that if any
one test is not successfully developed, or market feedback suggests that a test
should be given a lower priority, we can align development efforts according to
priority.

Other uncertainties affecting our business include our ability to
collaborate successfully with other companies on development, initiate and
complete clinical trials of new products and obtain governmental approvals for
the products. Lack of success in these efforts could have a material adverse
effect on the future results of our operation and our ability to generate
sufficient cash flow to fund operations. In November 2000, we received a Warning
Letter from FDA's Center for Devices and Radiological Health (CDRH) which took
issue with certain claims being made for our ACIS device. The letter questioned
the basis for certain claims and whether certain uses of the device exceeded the
scope of FDA's clearance of ACIS. In May 2001, we resolved those issues through
a series of communications with the FDA. As a result of this resolution, we
continue to market our product to physicians to detect, count and classify cells
of clinical interest based on recognition of color, size and shape.

LIQUIDITY AND CAPITAL RESOURCES

In September 2000, we completed the private placement of 560,693 shares
of common stock at a price of $12.48 per share and warrants to purchase 56,070
additional shares of our common stock to two institutional investors. The
warrants have a term of five years and are exercisable at the same $12.48 per
share price. The net proceeds from the sale of the shares were approximately
$6.7 million. In January 2001, we entered into a financing agreement with
VennWorks LLC providing for VennWorks to invest up to $5 million in our common
stock at various dates and in amounts selected by us from March 30, 2001 through
December 28, 2001 (subject to certain limitations). The price per share is based
upon the average closing price of our common stock on the Nasdaq National Market
during a 20-day trading period prior to our request to purchase, subject to a
minimum of $7 per share and a maximum of $14 per share. The sales of the shares
are intended to be private placements under the Securities Act of 1933, although
VennWorks has the right to have the shares registered under certain
circumstances. The new agreement represents a restructuring of a previously
announced $5 million private placement of shares with VennWorks. In April 2001,
we requested a $2 million investment from VennWorks in our common stock subject
to an amended stock purchase agreement dated April 18, 2001. The agreement
provides for the issuance of shares beginning on April 20, 2001 and each week
thereafter through June 22, 2001 based on varying amounts of investments and
subject to certain interest calculations. As of July 31, 2001 VennWorks had
invested approximately $400,000 at an average price of $7 per share but has
missed the balance of the remaining investments under this agreement. VennWorks
has indicated that while it intends to fully meet its obligation to us, its
ability to do so depends upon its obtaining additional funding. As a result of
the failure to make scheduled investments we have the right, after giving notice
and a right to cure, to require that the entire balance be invested immediately.
In July 2001, we obtained $12.5 million in additional funding through a private
placement of preferred stock and warrants. Halifax Fund LP served as the lead
investor in the private placement. Other investors included Safeguard
Scientifics, currently our largest shareholder. See Note 6 to the Notes to the
Condensed Consolidated Financial Statement for additional information concerning
the private placement.

We have an agreement with a bank for a $5 million revolving line of
credit expiring May 30, 2002. The interest rate is prime less 0.25% or LIBOR
plus 1.75% at our option. Currently, there are no borrowings outstanding under
the line of credit. Any borrowings outstanding under the line of credit in the
future will be collateralized by our investment in securities held by the bank
having a market value equal to 111% of the principal balance of the loans. At
June 30, 2001 we had approximately $2.7 million of cash and cash equivalents,
working capital of approximately $1.5 million and no long-term debt.

Capital expenditures for the six months ended June 30, 2001 were
approximately $1.1 million and related primarily to the manufacture of the ACIS
systems placed with customers. Capital expenditures are expected to total
approximately $2.5 million in 2001 and are expected to be primarily related to
the manufacture of the ACIS for placements with customers, although our present
plans could change and this amount could be materially different. Our business
plan anticipates placing these instruments with users and charging a
"fee-per-use" for each use of the instrument. The manufacture of these
instruments will require a significant outlay of

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cash for which revenues will be recognized over the lease term. We intend to
fund these expenditures with our current cash resources and with the proceeds
from the July 2001 private placement.

We anticipate that existing cash resources including proceeds available
from the private placement completed in July 2001 will be sufficient to satisfy
our operating cash well into 2002. We expect that losses from operations and
increases in working capital requirements will produce significant negative cash
flows from operations for at least the next twelve months. In addition, to
support our future cash needs, we intend to consider additional debt or equity
financing. However there can be no assurance that any such financing will be
available when needed or on terms attractive to us. If we are unable to obtain
sufficient additional funds, we may have to delay, scale back or eliminate some
or all of our development activities, clinical studies and/or regulatory
activities or cease operations entirely.

ITEM 3-QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Changes in foreign exchange rates, and in particular a strengthening of
the U.S. dollar, may negatively affect our consolidated sales and gross margins
as expressed in U.S. dollars. To date, we have not entered into any foreign
exchange contracts to hedge our exposure to foreign exchange rate fluctuations.
However, as our international operations grow, we may enter into foreign
exchange contracts to manage our foreign exchange risk.

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PART II

ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS

See Note 6 to the Notes to the Condensed Consolidated Financial
Statement for additional information concerning the $12.5 million obtained in a
private placement completed July 2001.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We held our Annual Meeting of Stockholders on June 13, 2001. At the
meeting, the stockholders voted in favor of electing as directors the seven
nominees named in the Proxy Statement dated May 7, 2001, in favor of approving
the amended and restated 1996 Equity Compensation Plan and in favor of adopting
the Employee Stock Purchase Plan.

The number of votes were as follows:

I. Election of Directors

For Withheld
---------- ---------

Douglas S. Harrington, M.D 17,041,627 306,923
Michael F. Cola 16,906,583 441,967
Richard C. E. Morgan 16,254,118 1,094,432
Mary Lake Polan, M.D., Ph.D 17,040,107 308,443
Charles A. Root 16,923,897 424,653
Thomas R. Testman 17,057,492 291,058
Jon R. Wampler 17,038,815 309,735

II. Proposal to Approve Amended and Restated 1996 Equity Compensation Plan

For Against Abstain Broker Non-Vote
---------- --------- ------- ---------------

11,141,997 1,575,590 66,940 4,564,023

III. Proposal to Adopt the Employee Stock Purchase Plan

For Against Abstain Broker Non-Vote
---------- --------- ------- ---------------

12,529,386 217,008 38,133 4,564,023

ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3.1 Certificate of Incorporation of the Company (as amended)**............
3.2 By-laws of the Company, as amended**..................................

(b) Report on Form 8-K

We filed a Form 8-K with the Securities and Exchange Commission on
July 12, 2001 to report obtaining $12.5 million in additional
funding through a private placement of preferred stock and warrants
to seven investors. No financial statements were filed with this
report.

- ---------------
* Filed herewith.

** Filed on April 30, 1997 as an exhibit to the Company's Registration
Statement on Form S-1 (No. 333-26129) and incorporated by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

CHROMAVISION MEDICAL SYSTEMS, INC.

DATE: August 13, 2001 BY: /s/ Douglas S. Harrington, M.D.
------------------- --------------------------------
Douglas S. Harrington, M.D.
Chairman of the Board and
Chief Executive Officer

DATE: August 13, 2001 BY: /s/ Kevin C. O'Boyle
------------------- --------------------------------
Kevin C. O'Boyle
Executive Vice President Operations,
Chief Financial Officer

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EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

3.1 Certificate of Incorporation of the Company (as amended)**

3.2 By-laws of the Company, as amended**

- ---------------
* Filed herewith.

** Filed on April 30, 1997 as an exhibit to the Company's Registration
Statement on Form S-1 (No. 333-26129) and incorporated by reference.