SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                Date of Report (date of earliest event reported)

                        March 4, 2002 (February 15, 2002)

                               AMNIS SYSTEMS INC.
              (Exact name of Registrant as specified in its charter)

                                    Delaware
                                    --------
                 (State or other jurisdiction of incorporation)

                                    000-29645
                                    ---------
                            (Commission File Number)

                                   94-3402831
                                   ----------
                      (IRS Employer Identification Number)

                3450 Hillview Avenue, Palo Alto, California 94304
                -------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (650) 855-0200
                                 --------------
              (Registrant's telephone Number, including area code)

                    ________________________________________
          (Former name or former address, if changed since last report)

================================================================================



ITEM 5.  OTHER EVENTS.

     Financing  Transaction
     ----------------------
     Between  February  15,  2002  and February 22, 2002, we entered into a Unit
Subscription Agreement with three qualified investors whereby we issued and sold
a total of $1,800,000 in designated units ("Units") at a purchase price of $8.00
per  Unit.  Each  Unit consists of ten shares of common stock, par value $0.0001
per  share,  subject  to adjustment, and one warrant to purchase three shares of
common  stock,  at  an exercise price of $0.90 per share, subject to adjustment.

     The shares and the warrants were sold in a private placement transaction in
reliance  upon  and  in  conformity  with  an  exemption  from  the registration
requirements  of the Securities Act of 1933, as amended, (the "Securities Act"),
pursuant  to  Section  4(2) thereof. In connection with the transaction, we have
agreed to register the shares of common stock sold in the transaction, including
the  shares  of  common  stock  underlying  the  warrants,  for resale under the
Securities Act. The proceeds of the financing will be used for general corporate
purposes.

     Further  and more detailed information with respect to this transaction are
set  forth  in  the form of Unit Subscription Agreement and the form of Warrant,
each  of  which is filed as an exhibit to this report and incorporated into this
report  by  reference.  A  copy  of  our  press  release  announcing the private
placement  is  attached  hereto  as  Exhibit  99.1.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (C)     EXHIBITS.

     4.01     Form of Unit Subscription Agreement between Amnis Systems Inc. and
each qualified investor.

     4.02     Form of Warrant

     99.1     Press Release of Amnis Systems Inc. dated February 25, 2002


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                                   SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned.

Date:  March 4, 2002               AMNIS SYSTEMS INC.

                                   By:  /s/  Michael A. Liccardo
                                      ---------------------------------------
                                        Michael A. Liccardo
                                        President and Chief Executive Officer


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