Exhibit 11.1

                                 NeoPath, Inc.
                       Computation of Net Loss Per Share
<TABLE>
<CAPTION>
                                                                        Three months ended               Nine months ended
                                                                           September 30,                    September 30,
                                                                        1995            1994            1995           1994
                                                                 -----------   -------------   -------------   -------------
<S>                                                               <C>           <C>              <C>             <C> 
Net loss                                                          $3,602,177    $  3,188,632     $10,019,369     $8,733,531
                                                                 ===========   =============   =============   =============
Historical:                                                                                                                
                                                                                                                           
  Shares used in calculating net loss per share -                                                                          
    Weighted average common shares outstanding                     9,684,305         410,641       8,732,957        377,484
                                                                                                                           
  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                                  -         490,151               -        521,118
                                                                                                                           
   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               -        944,059
                                                                 -----------   -------------   -------------   -------------
                                                                                                                           
                 Total                                             9,684,305       1,844,851       8,732,957      1,842,661
                                                                 ===========   =============   =============   =============
  Net loss per share                                                   $0.37           $1.73           $1.15          $4.74
                                                                       =====           =====           =====          =====
                                                                                                                           
Pro forma:                                                                                                                 
                                                                                                                           
  Shares used in calculating pro forma net loss per share -                                                           
   Weighted average common shares outstanding                      9,684,305         410,641       8,732,957        377,484
                                                                                                                           
  Weighted average common shares giving effect to                                                                          
    conversion of convertible preferred stock to common                                                           
    stock for all periods subsequent to issuance                           -       5,609,257         539,320      5,385,226
                                                                                                                           
    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                                      -         490,151               -        521,118
                                                                 -----------   -------------   -------------   -------------
                                                                                                                           
                 Total                                             9,684,305       6,510,049       9,272,277      6,283,828
                                                                 ===========   =============   =============   =============
  Pro forma net loss per share                                         $0.37           $0.49           $1.08          $1.39
                                                                       =====           =====           =====          =====
                                        
</TABLE>