EXHIBIT 11.1
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                        NEOPATH, INC.
              COMPUTATION OF NET LOSS PER SHARE

                                                                        Year ended December 31,
                                                                1996            1995               1994
<S>                                                       <C>              <C>               <C>
Historical:                                                           
  Net Loss                                                $ (17,655,283)   $ (14,365,386)   $ (12,323,688)
                                                            ============     ============     ============
                                                                       
  Shares used in calculating net loss per share:                       
     Weighted average common shares outstanding              13,029,314        9,007,570          403,650
                                                
                                                                       
Net effect of stock options exercised and stock options and                                                            
  warrants granted during the 12 months prior to the                                                                    
  Company's initial public offering, at less than the                                                                    
  offering price, calculated using the treasury stock
  method at the offering price of $11.00 per share, and
  treated as outstanding for all periods prior to
  January 1995                                                       --               --          498,566
                                                                       
Net effect of convertible preferred stock, after                         
  the effect of conversion to common stock, issued                       
  during the 12 months prior to the Company's                            
  initial public offering, at less than the                              
  offering price, calculated using the treasury                          
  stock method at the offering price of $11.00 per                       
  share, and treated as outstanding for all periods      
  prior to January 1995                                              --               --          944,059
                                                             ----------        ---------         --------     
                                                                       
       Total                                                 13,029,314        9,007,570        1,846,275
                                                             ==========        =========        =========
                                                                       
  Net loss per share                                             $(1.36)          $(1.59)          $(6.67)
                                                                 =======          =======          =======     
Pro forma:                                                             
  Shares used in calculating pro forma net loss per share:
     Weighted average common shares outstanding                                9,007,570          403,650
                                                                       
Weighted average common shares giving effect to                          
  conversion of preferred stock to common stock for                      
  all periods subsequent to issuance                                             405,113        4,497,176
                                                               
                                                                       
Net effect of stock options exercised and stock options                                                                
  and warrants granted during the 12 months                          
  prior to the Company's initial public                             
  offering, at less than the offering price, calculated
  using the treasury stock                                               
  method at the offering price of $11.00 per share, and
  treated as outstanding for all periods prior to
  January 1995                                                                        --          498,566
                                                                         
Net effect of convertible preferred stock, after the effect of                                                          
  conversion to common stock, issued during                          
  the 12 months prior to the Company's initial public offering,                                                  
  at less than the offering price, calculated                        
  using the treasury stock method at the     
  offering price of $11.00 per share, and     
  treated as outstanding for all periods prior
  to January 1995                                                                     --          944,059      
                                                                               ---------        ---------    
       Total                                                                   9,412,683        6,343,451
                                                                               =========        ========= 
                                                                       
  Pro forma net loss per share                                                    $(1.53)          $(1.94)
                                                                                  =======          =======
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