SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                                   FORM 10-Q/A
                                 Amendment No. 3


     [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934
              For the quarterly period ended September  30, 1995 or
    [  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934
                                        
                        Commission File Number:  0-25210


                                  NeoPath, Inc.
             (Exact name of registrant as specified in its charter)


Washington                                        91-1436093
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)


8271 - 154th Avenue NE, Redmond, Washington            98052
(Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code:  (206) 869-7284
                                        

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  that  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  the number of shares outstanding of each of the issuer's classes  of
common stock, as of the latest practicable date.
          Class                              Outstanding at October 31, 1995
     (Common stock, $.01 par value)                         9,794,002


<PAGE>                                        
PART I    FINANCIAL INFORMATION
Item 1.        Financial Statements
                                  NeoPath, Inc.
                          (a development stage company)
                                 Balance Sheets
<TABLE>
<CAPTION>
                                        
                                                         September 30,     December 31,
                                                             1995             1994
                                                        -------------    --------------
Assets                                                    (Unaudited)           
<S>                                                       <C>              <C>                
Current assets:                                                                        
   Cash and cash equivalents                               $ 2,169,848       $        -
   Securities available-for-sale                            25,862,081        2,295,095
   Inventories                                               1,437,378        1,263,926
   Other current assets                                        224,041          172,608
                                                         -------------   --------------
Total current assets                                        29,693,348        3,731,629
                                                                                       
Property and equipment, net                                  1,569,928          846,388
Other assets                                                   322,214          615,467
                                                         -------------   --------------
Total assets                                               $31,585,490      $ 5,193,484
                                                         =============   ==============
Liabilities and shareholders' equity                                                   
                                                                                       
Current liabilities:                                                                   
  Note payable                                             $   500,000       $        -
  Accounts payable                                             276,236          725,087
  Accrued liabilities                                          980,762          522,829
  Current portion of obligations under capital leases          219,384          167,625
                                                         -------------   --------------
Total current liabilities                                    1,976,382        1,415,541
                                                                                       
Obligations under capital leases, less current                                         
  portion                                                      287,424          176,033
                                                                                       
Commitments and contingencies                                                          
                                                                                       
Shareholders' equity:                                                                  
  Convertible preferred stock                                        -       32,929,062
  Common stock                                              71,571,933        3,158,257
  Deferred compensation                                      (259,512)        (453,447)
  Deficit accumulated during the development stage        (41,990,737)     (32,031,962)
                                                         -------------   --------------
Total shareholders' equity                                  29,321,684        3,601,910
                                                         -------------   --------------
Total liabilities and shareholders' equity                 $31,585,490     $  5,193,484
                                                         =============   ==============
                                                                                       
See accompanying notes.                                                                
</TABLE>
<PAGE>
                                        
                                  NeoPath, Inc.
                          (a development stage company)
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                            Period from
                                                                                            January 26,
                                                                                           1989 (date of
                                    Three months ended               Nine months ended     inception) to
                                       September 30,                   September 30,       September 30,
                                     1995           1994           1995          1994          1995
                                --------------  ------------  -------------  ------------ -------------
<S>                                <C>           <C>           <C>            <C>            <C>     
Operating expenses:                                                                                      
  Research and development           2,288,350     2,709,277      6,893,690     6,458,076      30,395,692
  General and administrative         1,839,096       565,755      4,431,488     2,390,672      13,005,631
                                --------------  ------------  -------------  ------------  -------------
Loss from operations                 4,127,446     3,275,032     11,325,178     8,848,748      43,401,323
                                                                                                         
Interest expense                        19,525        16,205         62,554        64,568         543,339
Interest income                      (544,794)     (102,605)    (1,368,363)     (179,785)     (1,909,756)
                                --------------  ------------  -------------  ------------  -------------
Net loss                           $ 3,602,177   $ 3,188,632   $ 10,019,369   $ 8,733,531    $ 42,034,906
                                ==============  ============   ============  ============    ============
                                                                                                         
Net loss per share                       $0.37         $1.73          $1.15         $4.74                
                                         =====         =====          =====         =====                
                                                                                                         
Shares used in computation of                                                                            
  net loss per share                 9,684,305     1,844,851      8,732,957     1,842,661                
                                ==============  ============   ============  ============                
Proforma:                                                                                                
                                                                                                         
  Net loss per share                     $0.37         $0.49          $1.08         $1.39                
                                         =====         =====          =====         =====                
                                                                                                         
                                                                                                         
  Shares used in computation of                                                                          
  net loss per share                 9,684,305     6,510,049      9,272,277     6,283,828                
                                ==============  ============   ============  ============                
                                                                                                         

See accompanying notes.
</TABLE>
<PAGE>
                                  NeoPath, Inc.
                          (a development stage company)
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                         Period from
                                                                                         January 26,
                                                                                        1989 (date of
                                                         Nine months ended              inception) to
                                                           September 30,                September 30,
                                                      1995                1994              1995
                                                ----------------    ----------------   ---------------
<S>                                                <C>                  <C>              <C>
Operating activities                                                                          
Net loss                                           $(10,019,369)        $(8,733,531)     $(42,034,906)
Adjustments to reconcile net loss to net cash                                                         
   used in operating activities:                                                                      
     Depreciation and amortization                       370,947             207,229         1,487,233
     Deferred compensation                               193,935                   -           514,488
     Common stock issued for services/donation           350,000                   -           393,846
     Preferred stock issued in satisfaction                                                           
       of accrued interest                                     -                   -           184,338
     Loss in disposal of equipment                        12,240                   -            65,927
     Accrued interest on securities                                                                   
       available-for-sale                              (468,976)            (88,453)         (528,116)
                                                                                                      
     Net change in operating accounts:                                                                
       Accounts payable and accrued liabilities            9,082             158,701         1,019,181
       Inventories                                     (173,452)           (802,258)       (1,437,378)
       Other                                            (81,193)            (31,169)         (239,057)
                                                ----------------    ----------------   ---------------
Net cash used in operating activities                (9,806,786)         (9,289,481)      (40,574,444)
                                                                                                      
                                                                                                      
Investing activities                                                                                  
Purchases of securities available-for-sale          (30,966,166)         (9,145,429)      (40,111,595)
Maturities of securities available-for-sale            7,928,751           2,996,179        14,821,800
Additions to property and equipment                  (1,106,728)           (515,388)       (3,086,832)
Other                                                    272,726                   -           198,529
                                                ----------------    ----------------   ---------------
Net cash used in investing activities               (23,871,417)         (6,664,638)      (28,178,098)
                                                                                                      
Financing activities                                                                                  
Issuance of notes                                              -                   -         5,515,000
Proceeds from bank note                                  500,000                   -           500,000
Issuance of common stock, net                         34,740,266                   -        34,740,266
Issuance of preferred stock, net                               -          14,914,971        29,254,333
Exercise of stock options/warrants                       394,348              58,372           679,641
Proceeds from sale/leaseback transactions                317,594             152,468         1,455,258
Principal payments on capital leases                   (154,444)           (108,011)         (948,449)
Deposits                                                  50,287                   -         (273,659)
                                                ----------------    ----------------   ---------------
Net cash provided by financing activities             35,848,051          15,017,800        70,922,390
Net increase (decrease) in cash and cash                                                              
  equivalents                                          2,169,848           (936,319)         2,169,848
Cash and cash equivalents:                                                                            
  Beginning of period                                          -           1,001,037                 -
                                                ----------------    ----------------   ---------------
  End of period                                     $  2,169,848         $    64,718      $  2,169,848
                                                ================    ================   ===============
                                        
See accompanying notes.
</TABLE>
<PAGE>
                                  NeoPath, Inc.
                          (a development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                        
Interim Financial Information

           The  condensed  financial  statements  included  herein  have  been
prepared  by  NeoPath, Inc. (the "Company") without audit,  according  to  the
rules  and  regulations  of  the  Securities  and  Exchange  Commission   (the
"Commission").  Certain information and footnote disclosures normally included
in  financial  statements  prepared  in  accordance  with  generally  accepted
accounting   principles  have  been  omitted  pursuant  to  such   rules   and
regulations.  The financial statements reflect, in the opinion of  management,
all adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position and results of operations as of and  for
the  periods indicated.  The statements should be read in conjunction with the
audited  financial statements and the notes thereto included in the  Company's
Form  10-K  for the year ended December 31, 1994, as filed with the Commission
on March 29, 1995.

      The  results  of  operations  for interim periods  are  not  necessarily
indicative  of results to be expected for the entire year ending December  31,
1995, or for any other fiscal period.


Net Loss Per Share

      Net loss per share is computed based upon the weighted average number of
common shares outstanding during the period.  Common equivalent shares are not
included  in  the computation because the effect of their inclusion  would  be
antidilutive,  except that, in accordance with the Commission's  requirements,
common  and common equivalent shares issued during the twelve months prior  to
the Company's initial public offering have been included in the calculation as
if  they were outstanding for all periods prior to the initial public offering
using the treasury stock method.

     Upon completion of the Company's initial public offering, all outstanding
shares  of preferred stock converted to common stock.  Pro forma net loss  per
share  reflects the assumption that all preferred shares converted  to  common
stock at the time of issuance.

Subsequent Events

      During  October 1995, two major clinical laboratories announced agreements
with the Company to become the initial laboratories to use the Company's AutoPap
300 QC Automatic Pap Screener System (the "AutoPap QC") as part of their quality
control  procedures.  They expect to start using the AutoPap  QCs  beginning  as
early  as  January 1996.  The Company will retain ownership of the  AutoPap  QCs
which  will  be  operated in clinical laboratories on a pay-per-slide  processed
basis.  AutoPap QCs will be reclassified from inventory to depreciable equipment
upon placement into commercial service.


<PAGE>

Part II   OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)  The following exhibits are filed as part of this report.

     Exhibit No.     Description
     ------------------------------------------------------------------------ 
      10.2*     Master equipment lease by and between NeoPath, Inc., and 
                Pacific Office   Automation dated and effective
                September 29, 1995

      10.3**    NeoPath, Inc. Proposal to SmithKline Beecham Clinical
                Laboratories dated as of October 5, 1995

      10.4**    NeoPath, Inc. Proposal to Corning Clinical Laboratories dated
                as of October 11,1995

      11.1      Computation of net loss per share

      27        Financial Data Schedule

(b)  Reports on Form 8-K

     No reports on Form 8-K were filed during the quarter ended September 30,
      1995.

*    Previously filed
**   Previously filed and confidential treatment requested
                                        
<PAGE>                                        
                                        
                                   SIGNATURES


Pursuant to the requirements 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.

                                        NeoPath, Inc.


Date:   November 7, 1996                By:  /s/ ALAN C. NELSON
                                             ------------------
                                              Alan C. Nelson
                                              President, Chief Executive Officer



                                        By:  /s/ ROBERT C. BATEMAN
                                             ---------------------
                                             Robert C. Bateman
                                             Corporate Controller
                                             Acting Chief Accounting Officer

                                        
                                        
                                        
<PAGE>                                        
                                  NEOPATH, INC.
                                 EXHIBIT INDEX
                                        
     Exhibit No.     Description
     -------------------------------------------------------------------------
      10.2*     Master equipment lease by and between NeoPath, Inc., and
                Pacific Office Automation dated and effective
                September 29, 1995

      10.3**    NeoPath, Inc. Proposal to SmithKline Beecham Clinical 
                Laboratories dated as of October 5, 1995

      10.4**    NeoPath, Inc. Proposal to Corning Clinical Laboratories dated
                as of October 11,1995

      11.1      Computation of net loss per share

      27        Financial Data Schedule

*    Previously filed
**   Previously filed and confidential treatment requested