X0202 3 2005-12-31 0 0000816066 APPLIED IMAGING CORP AICX 0001044321 MARXE AUSTIN W & GREENHOUSE DAVID M C/O SPECIAL SITUATIONS FUNDS 527 MADISON AVENUE, SUITE 2600 NEW YORK NY 10022 0 0 1 0 Common Stock 677101 I By Limited Partnerships Warrants 2.25 2002-07-31 2006-07-29 Common Stock 137463 I By Limited Partnerships This is a joint filing by Austin W. Marxe (Marxe) and David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Fund III QP, L.P. (QP), Special Situations Cayman Fund, L.P. (Cayman) and Special Situations Private Equity Fund, LP (PE), respectively. 275,424 shares of Common Stock are held by QP, 102,359 shares of Common Stock are held by Cayman and 299,318 shares of Common Stock are held by PE. The interest of Marxe and Greenhouse in the shares of Common Stock owned by QP, Cayman and PE is limited to the extent of his pecuniary interest. This is a joint filing by Austin W. Marxe (Marxe) and David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Fund III QP, L.P. (QP), Special Situations Cayman Fund, L.P. (Cayman) and Special Situations Private Equity Fund, LP (PE), respectively. 246,953 Wts to purchase 61,738 shares of Common Stock are held by QP, 91,400 Wts to purchase 22,850 shares of Common Stock are held by Cayman and 211,500 Wts to purchase 52,875 shares of Common Stock are held by PE. The interest of Marxe and Greenhouse in the shares of Common Stock owned by QP, Cayman and PE is limited to the extent of his pecuniary interest. Austin W. Marxe 2006-01-10 David M. Greenhouse 2006-01-10