SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-C

                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM

                  Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rule 13a-176
                              or 15d-17 thereunder


                               IMATRON INC.
                 (Exact name of issuer as specified in charter)

     389 Oyster Point Boulevard, South San Francisco, CA 94080
                    (Address of principal executive offices)

Issuer's telephone number, including area code:  (415) 583-9964

                    I. CHANGE IN NUMBER OF SHARES OUTSTANDING

         Indicate any change  (increase or decrease) of 5% or more in the number
of shares outstanding:

1.       Title of security Common Stock

2.       Number of shares outstanding before the change 71,239,500

3.       Number of shares outstanding after the change 75,239,500

4.       Effective date of change June 3, 1996

5.       Method of change:

         Specify method (such as merger,  acquisition,  exchange,  distribution,
stock split, reverse split, acquisition of stock for treasury, etc.)

     Issuance of stock in private sale

         Give brief description of transaction  4,000,000 shares of common stock
were issued  pursuant to the terms of an  agreement  between  Issuer and certain
private off-shore  investors,  which agreement was executed and became effective
June 3, 1996.


                          II. CHANGE IN NAME OF ISSUER

1.       Name prior to change

2.       Name after change

3.       Effective date of charter amendment changing name


4.       Date of shareholder approval of change, if required



Date:June 7, 1996              /s/ Gary H. Brooks
                               ________________________________
                                   Gary H. Brooks 
                                   Vice-President Finance & Administration
                                   Chief Financial Officer