SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

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

                   For the Fiscal Year Ended December 31, 2002

                         Commission file number 0-27750

                                   IMPATH INC.
             (Exact name of registrant as specified in its charter)

                  Delaware                                   13-3459685
      (State or other jurisdiction of                     (I.R.S. Employer
       incorporation or organization)                    Identification No.)

            521 West 57th Street                                10019
             New York, New York                              (Zip Code)
  (Address of principal executive offices)

        Registrant's telephone number, including area code (212) 698-0300

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.005 par value
                                 Title of class

      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 (or for such shorter period as the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes |X|  No |_|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|

      State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within the past 60 days.

      Aggregate market value as of June 30, 2002....................$293,114,130

      Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).

                                 Yes |X|  No |_|

      Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

      Common Stock, $.005 par value, as of February 28, 2003..........16,465,472

                       DOCUMENTS INCORPORATED BY REFERENCE

      List hereunder the documents, all or portions of which are incorporated by
reference herein and the Part of the Form 10-K into which the document is
incorporated: 2003 Proxy Statement--Part III
<PAGE>

                                Explanatory Note

      This amendment to the registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 (the "Form 10-K") is being filed in order to
revise certain quarterly revenue numbers reported in Note 18 to the Consolidated
Financial Statements of the registrant. Note 18 to the 10-K is hereby amended by
deleting the text thereof in its entirety and substituting the following:

(18)  Quarterly Financial Data (unaudited)

<TABLE>
<CAPTION>
                                                                                          Per share of
                                                                                          common stock
    ($ in thousands except per share data)                                             net income/(loss)
                                                                         Net
     Quarter                                      Revenues(2)       income/(loss)       Basic      Diluted
     -------                                      -----------       -------------       -----      -------
<S>                                                  <C>                <C>            <C>          <C>
     2002
     Fourth (1)................................      $ 46,491           $  (930)       $(0.06)      $(0.06)
     Third.....................................        49,188             5,029          0.31         0.31
     Second....................................        48,438             4,949          0.30         0.30
     First.....................................        44,006             1,449          0.09         0.09
                                                     --------           -------        ------       ------
          Total................................      $188,123           $10,497        $ 0.64       $ 0.63
                                                     ========           =======        ======       ======
     2001
     Fourth....................................      $ 45,397            $4,812        $ 0.30       $ 0.29
     Third.....................................        41,844            (2,158)        (0.13)       (0.13)
     Second....................................        40,493             4,305          0.27         0.26
     First.....................................        35,555             4,032          0.25         0.24
                                                     --------           -------        ------       ------
          Total................................      $163,289           $10,991        $ 0.69       $ 0.66
                                                     ========           =======        ======       ======
</TABLE>

(1)   In the fourth quarter of 2002, the Company recorded a $9.9 million
      adjustment to the carrying value of its December 31, 2002 net accounts
      receivable balance after its annual detailed assessment of recent
      collection activities and certain other changes in its collection
      practices and policies. The adjustment, after giving consideration to the
      revenue classification approach, was estimated to reduce net revenues by
      approximately $5 million and to increase bad debt expenses by
      approximately $5 million.

(2)   In 2002, as described in Note 2, the Company made a decision to reclassify
      certain amounts previously classified as bad debt expense against net
      revenues. Amounts have been reclassified in each of the above periods to
      conform with the annual presentation.

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                   IMPATH Inc.

Dated: May 1, 2003                       By   /S/ RICHARD C. ROSENZWEIG
                                             -----------------------------
                                                Richard C. Rosenzweig
                                             Secretary and General Counsel

<PAGE>

                               (INDEX TO EXHIBITS)

  Exhibit
  Number                          Description

    23                          Consent of KPMG