Exhibit 13.1

                                  United States
                       Securities and Exchange Commission
                             Washington. D.C. 20549

                                    FORM 1OQ

[x]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the Period Ended September 30, 1997.

                                       or

[ ]  Transition  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange  Act of  1934  for  the  Transition  Period  From_____________  to
     ____________

                        Commission file number 000-20931.

                          VENTANA MEDICAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                              94-2976937
 (State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                              Identification No.)

   3865 North Business Center Drive
          Tucson, Arizona                                            85705
(Address of principal executive offices)                          (Zip Code)

                                 (520) 887-2155
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Formal name, former address and former fiscal year,
                          if changed from last report)

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  periods  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 ___

                Applicable Only to Issuers Involved in Bankruptcy
                   Proceedings During the Preceding Five Years

Indicate  by check mark  whether  the  registrant has filed all  documents  and
reports  required  to be Filed by  Sections  12, 13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by the court. Yes ___ No___

                      Applicable Only to Corporate Issuers

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of The latest practical date.

   Common Stock, $0.001 par value --- 13,099,915 shares as of November 6, 1997


<PAGE>

                          Ventana Medical Systems, Inc.

                               INDEX TO FORM 10-Q


Part I. Financial Information

     Item 1. Financial Statements (Unaudited)

             Condensed Consolidated Balance Sheets

             September 30, 1997 (Unaudited) and December 31, 1996

             Condensed Consolidated Statements of Operations
             Three months ended September 30, 1997 and 1996 (Unaudited)
             Nine months ended September 30, 1997 and 1996 (Unaudited)

             Condensed Consolidated Statement of Cash Flows
             Nine months ended September 30, 1997 and 1996 (Unaudited)

             Notes to Condensed Consolidated Financial Statements

     Item 2. Management's Discussion and Analysis of Financial Condition
             and Results of Operations

Part II. Other Information

     Item 1. Legal Proceedings

     Item 4. Submission of Matters to a Vote of Security Holders

     Item 6. Exhibits and Reports on Form 8-K,

Signature


                                        1


<PAGE>




                          Ventana Medical Systems, Inc.
                      Condensed Consolidated Balance Sheets
                        (In thousands except share data)

<TABLE>
<CAPTION>
                                                         September 30,      December 31,
                       ASSETS                                1997               1996
                                                           --------           --------
                                                         (Unaudited)           (Note)

<S>                                                        <C>                <C>
Current assets:
  Cash and cash equivalents                                $ 21,937           $ 11,067
  Accounts receivable                                         6,104              5,145
  Inventories (Note 2)                                        4,084              3,272
  Other                                                       2,679              1,044
                                                           --------           --------
 Total current assets                                        34,804             20,528
 Property and equipment, net (Note 3)                         5,365              3,301
Intangibles, net (Notes 4 and 5)                              8,197              8,581
                                                           --------           --------
Total assets                                               $ 48,366           $ 32,410
                                                           ========           ========


        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                         $  2,316           $  1,738
  Other current liabilities                                   3,472              2,902
                                                           --------           --------
 Total current liabilities                                    5,788              4,640
 Long term debt (Note 6)                                      1,139             12.500
 Stockholders' equity (Note 7):
  Preferred stock - $.001 par value; 5,000,000 shares
   authorized; no shares issued or outstanding
  Common stock- $.O01 par value; 50,000,000 shares
   authorized; 10,978,238 and 13,098,772 shares Issued
  and outstanding at December 31, 1998 and
   September 30, 1997, respectively                          76,074             48,896
  Accumulated deficit                                       (34,486)           (33,410)
  Cumulative foreign currency translation adjustment           (169)              (216)
                                                           --------           --------
 Total stockholders' equity                                  41,439             15,270
                                                           --------           --------
  Total liabilities and stockholders' equity               $ 48,366           $ 32,410
                                                           ========           ========
</TABLE>


Note: The condensed consolidated balance sheet at December 31,1996 has been
      derived from the audited financial statements at that date but does not
      include all of the information and footnotes required by generally
      accepted accounting principles for complete financial statements.

                                                          See accompanying notes

                                        2

<PAGE>

                          Ventana Medical Systems, Inc.
                 Condensed Consolidated Statements of Operations
                      (in thousands except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Three Months Ended         Nine Months Ended
                                                         September 30               September 30
                                                       1997        1996           1997        1996
                                                     -------     -------        -------     --------
<S>                                                  <C>         <C>            <C>         <C>
Sales:
  Instruments                                        $ 2,142     $ 1,554        $ 6,032     $  4,854
  Reagents and other                                   5,872       4,654         16,393       11,041
                                                     -------     -------        -------     --------
    Total net sales                                    8,014       6,208         22,425       15,895
Cost of goods sold                                     2,511       2,685          7,992        6,543
                                                     -------     -------        -------     --------
Gross profit                                           5,503       3,523         14,433        9,352
Operating expenses:
  Research and development                               702         809          2,145        2,176
  Selling, general and administrative                  4,555       3,036         11,563        8,107
Non-recurring expenses                                  --            67          1,656       10,262
Amortization of intangibles                              128         134            382          315
                                                     -------     -------        -------     --------
Income (loss) from operations                            118        (523)        (1,313)     (11,508)
Other income (expense)                                    (5)         38            257          (26)
                                                     -------     -------        -------     --------
Net income (loss)                                    $   113     $  (485)       $(1,056)    $(11,508)
                                                     =======     =======        =======     ========

Net income (loss) per share, as adjusted (Note 8)    $  0.01     $ (0.05)       $ (0.08)    $  (1.02)
                                                     =======     =======        =======     ========
Shares used in computing net per share                13,989      10,196         12,629        9,581
                                                     =======     =======        =======     ========
</TABLE>

                                                          See accompanying notes

                                       3

<PAGE>

                          Ventana Medical Systems, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                Nine Months Ended
                                                                 September 30
                                                              1997          1996
                                                            --------      --------
<S>                                                         <C>           <C>
Operating activities:
Net loss                                                    $ (1,056)     $(11,534)
Adjustments to reconcile net loss to cash used
  in operating activities:
  Purchase In process research and development (Note 5)         --           7,900
  Depreciation and amortization                                1,505         1,196
  Changes in operating assets and liabilities, net            (2,258)       (1,735)
                                                            --------      --------
Net cash used in operating activities                         (1,809)       (4,173)

Investing activities:
Purchase of property and equipment, net                       (3,142)         (891)
Purchase of intangible assets (Note 4)                           (43)       (3,362)
Acquisition of BioTek Solutions, Inc. (Note 5)                  --          (2,500)
                                                            --------      --------
Net cash used in investing activities                         (3,185)       (6,753)

Financing activities:
Issuance (repayment) of debt (including amounts
  from related parties) and stock (Note 6)                   (10,321)        8,772
Net proceeds from public offering (Note 7)                    26,138
                                                            --------      --------
Net cash provided by financing activities                     15,817        27,037
Effect of exchange rate change on cash                            47           (99)
                                                            --------      --------
Net increase in cash and cash equivalents                     10,870        16,012

Cash and cash equivalents, beginning of period
                                                            --------      --------
Cash and cash equivalents, end of period                    $ 21,937      $ 17,116
                                                            ========      ========
</TABLE>


                                        4

<PAGE>

                          Ventana Medical Systems, Inc.

              Notes to Condensed Consolidated Financial Statements



1. Significant Accounting Policies:

The accompanying condensed consolidated financial statements are unaudited. They
have been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission and are subject to year-end audit by
independent auditors. Certain information and footnote disclosure normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. It is suggested that the consolidated financial statements be read
in conjunction with the financial statements and notes included in the Company's
Annual Report and Form 10-K for the year ended December 31, 1996.

The information furnished reflects all adjustments which, in the opinion of
management, are necessary for a fair presentation of results for the interim
periods. Such adjustments consisted only of normal recurring items. It should
also be noted that results for the interim periods are not necessarily
indicative of the results expected for the full year or any future period.

The presentation of these consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2. Inventories

Inventories consist of the following:
                                                September 30       December 31
                                                    1997               1996
                                                  -------            -------
                                                        (in thousands)
   Raw material and work-in-process               $ 3,506            $ 2,379
   Finished goods                                     578                893
                                                  -------            -------
                                                  $ 4,084            $ 3,272
                                                  =======            =======

                                        5

<PAGE>

3. Property and Equipment

Property and equipment consist of the following:

                                                     September 30  December 31
                                                         1997         1996
                                                        ------       ------
                                                          (in thousands)
Diagnostic instruments                                  $3,780       $2,762
Machinery and equipment                                  3,901        2,193
Computers and related equipment                            919          945
Furniture and fixtures                                     121          292
Leasehold improvements                                     394          253
                                                        ------       ------
                                                         9,115        6,445
Less accumulated depreciation and amortization           3,750        3,144
                                                        ------       ------
                                                        $5,365       $3,301
                                                        ======       ======

4. Intangibles

Intangibles consist of the following:

                                                September 30      December 31
                                                    1997              1996
                                                   ------           ------
                                                        (in thousands)

Goodwill                                           $1,756           $1,756
Developed technology                                2,800            2,800
Customer list                                       4,100            4,100
Patents                                               488              444
                                                   ------           ------
                                                    9,144            9,100
Less accumulated amortization                         947              519
                                                   $8,197           $8,581
                                                   ======           ======

5. Acquisition of BioTek Solutions, Inc.

The Company acquired BioTek Solutions, Inc. ("BioTek") for $19.1 million on
February 26, 1996. The acquisition has been accounted for as a purchase. The
consolidated financial statements include the operations of BioTek from the date
of purchase. The composition of the consideration paid for BioTek and the
allocation of lb. purchase price is presented below;

The purchase price for BioTek consisted of:
                                                                 (in thousands)
   Cash consideration                                               $ 2,500
   Stock issued to BioTek noteholders                                 3,016
   Exchange Notes issued                                              8,968
   Note payable - escrow for contingencies                              234
   Net historical liabilities acquired                                4,389
                                                                    -------
       Total purchase price                                         $19,107
                                                                    =======


                                        6


<PAGE>

The purchase price was allocated as follows:
                                                                (in thousands)
  Tangible net assets                                              $ 2,252
  In-process research and development                                7,900
  Goodwill and other intangibles                                     2,055
  Developed technology                                               2,800
  Customer list                                                      4,100
                                                                   -------
                                                                   $19,107
                                                                   =======

In accordance with Statement of Financial Accounting Standard 2 ("FAS 2"), the
Company charged to expense, at the date of the acquisition, $7.9 million
relating to the portion of the purchase price allocated to those in-process
research and development projects where technological feasibility had not yet
been established and where there are no alternative future uses.

6. Long-term Debt:

On February 19, 1997, the Company repaid the remaining $10.3 million of
outstanding exchange notes and Ventana notes which were issued in connection
with the acquisition of BioTek discussed in Note 5 above out of the proceeds of
its secondary offering completed in the first quarter of 1997. Such repayment
was made in accordance with provisions of the notes to the effect that no
interest would be due and payable thereon if full repayment was made prior to
February 26, 1997.


7. Public Offering:

In February 1997, the Company sold, through an underwritten secondary offering,
1,850,000 shares of its Common Stock at $15.00 per share plus an additional
31,066 shares issued upon exercise of the underwriter's over-allotment option,
resulting in net proceeds of $26.1 million to the Company. Legal and accounting
fees associated with the offering totaled $0.5 million.


8. Net Income (Loss) Per Share:

Net income (loss) per share for the three months ended September 30, 1997 and
1996 and the nine months ended September 30, 1997 and 1996 is computed by
dividing net income (loss) by the weighted average number of shares of common
stock outstanding, except that for periods prior to the effective date of the
Company's initial public offering of July 26, 1996, in accordance with
Securities and Exchange Commission requirements, common shares issued during the
twelve month period prior to the filing of the Company's initial public offering
have been included in the calculation as if they were outstanding for the entire
period.

Also, in February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted by the
Company on December 31, 1997. At that time, the Company will be required to
change the method currently used to compute earnings per share and to restate
all prior periods. Under the new requirements for calculating primary earnings
per share, the dilutive effect of stock options will be excluded. Statement 128
will therefore have an impact on the Company's net income per share for the
quarter ended September 30, 1997, but not on the net loss for the quarter ended
September 30, 1996, because

                                       7

<PAGE>

stock options and warrants are already excluded from per share calculations in a
loss period under existing rules, due to the potentially antidilutive effect of
their inclusion in such periods.

         Statement of Computation of Weighted Average Shares Outstanding
                      (in thousands except per share data)

<TABLE>
<CAPTION>
                                         Three Months Ended           Nine Months Ended
                                            September 30,               September 30,
                                          1997         1996          1997          1996
                                        --------     --------      --------      --------
                                               (Unaudited)                     (Unaudited)

<S>                                     <C>          <C>           <C>           <C>
Net income (loss)                       $    113     $   (485)     $ (1,058)     $(11,534)
Weighted average common shares
  outstanding                             13,031       10,198        12,629         9,581
Dilutive stock options and warrants          958         --            --            --
Weighted average common shares
  outstanding during the period           13,989       10,196        12,629         9,581

Net income (loss) per share             $   0.01     $  (0.05)     $  (0.08)     $  (1.20)
                                        ========     ========      ========      ========
</TABLE>








                                       8

<PAGE>


Item 2. Management's Discussion and Analysis of Financial Conditions and Results
        of Operations:

The following discussion of the financial condition and results of operations of
Ventana should be read in conjunction with the Condensed Consolidated Financial
Statements and related Notes thereto included elsewhere in this Form l0-Q. This
Report on Form 1O-Q contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Actual events or results may differ materially
from those anticipated by such forward-looking statements as a result of the
factors described herein and in the documents incorporated herein by reference.
Such forward-looking statements include, but are not limited to, statements
concerning risks associated with the incidence of cancer and cancer screening,
improvements in automated IHC; the ability of the Company to implement its
business strategy; development and introduction of new products by the Company
or other parties; research and development; marketing, sales and distribution;
manufacturing; competition; third-party reimbursement; government regulation;
and operating and capital requirements.

Overview:

Ventana Medical Systems, Inc. ("Ventana or the Company") develops, manufactures
and markets proprietary instrument/reagent systems that automate
immunohistochemistry ("IHC") and in situ hybridization ("ISH") tests for the
analysis of cells and tissues on microscope slides. Each Ventana proprietary
system placed typically provides a recurring revenue stream as customers consume
reagents and supplies sold by the Company for each test conducted. Reagents
consist of two principal components: a primary antibody and a detection
chemistry which is used to visualize the primary antibody. Therefore, the
principal economic drivers for the Company are the number, type and method of
placement of instruments, and the amount of reagents and consumables used by the
customer. The Company's strategy is to maximize the number of instruments placed
with customers and thereby increase its ongoing, higher margin reagent revenue
stream. The Company expects that reagents will comprise a greater proportion of
total revenues in the future as its installed base of instruments increases.
There can be no assurance that the Company's market expansion strategy will
produce the level of revenues expected, that the Company will achieve
profitability or that these revenues and profitability, if achieved, will be
sustainable.

Ventana is a medical device company and, as such, Is regulated by the United
States Food and Drug Administration ("FDA"). As a result, the majority of the
Company's products are regulated by FDA regulations which include the 10(k)
pre-market notification ("510(k)") process, pre-market approval ("PMA") process,
good manufacturing procedures ("GMP") and the Clinical Laboratory Improvement
Amendments of 1988 ("CLIA"). See "Certain Factors Which May Affect Future
Results" elsewhere in this report.

In February 1996, Ventana acquired BioTek Solutions, Inc. ("BioTek"), for an
aggregate consideration of $19.1 million, consisting of cash, promissory notes,
and the assumption of liabilities. The transaction was accounted for as a
purchase. The purchase price was allocated between tangible net assets and
intangible assets consisting of developed technology, customer list, goodwill
and in-process research and development.

As a result of the merger, the Company assumed certain contractual obligations
and contingent liabilities including contractual arrangements with DAKO A/S
("DAKO"), Curtin Matheson)

                                       9

<PAGE>

Scientific, Inc. (a subsidiary of Fisher Scientific, Inc.) ("CMS"), Kollsman
Manufacturing Company, Inc. ("Kollsman") and LJL BioSystems, Inc. ("LSL").
BioTek used CMS and DAKO as third-party distributors in the United States and
international markets, respectively, and supported its United States sales
efforts with field sales and technical support personnel. As a result, BioTek
experienced lower gross margins on United States sales than if it had sold its
products directly as well as a higher level of selling expense than typically
incurred in conjunction with third-party distribution arrangements. Ventana's
strategy regarding BioTek is to continue to integrate the operations of BioTek
into the Ventana business model, in which most manufacturing, sales and
marketing activities are performed by the Company. The Company does not intend
to renew the United States distribution agreement with CMS which expires in
April 1998, and as of July 8, 1997, ceased shipping products to CMS pending
resolution of contractual disputes. The international distribution agreement
with DAKO expires in December 1999.

The Company places instruments through direct sales, including nonrecourse
leases and through RPs. In an RP, the Company has provided the customer with the
use of an instrument with no capital investment with the objective of creating
reagent revenue. Until September 1997, the terms and conditions of RP instrument
placements could vary from formal agreements specifying minimum volumes and
premium pricing for reagent purchases to short term, informal arrangements where
customers purchased reagents on a month to month basis. In addition, this
category of placements included a small number of month to month instrument
rentals wherein the rental fee replaced premium unit pricing which otherwise
would have been charged. In September 1997, the Company modified the program for
non-rental RPs to provide that these placements will convert to a sale or rental
within six months. This new approach reflects a recognition by the Company that
a rental provides an increased assurance of capital cost recovery. The
manufacturing cost of instruments placed through RPs, (including rentals) is
charged to cost of goods sold by depreciating standard costs over a period of
three or four years. As a result, gross profit for instruments placed through
RPs is recognized over a three or four year period rather than at the time of
placement, as is the case in direct sales. Instruments provided to customers
under non-rental RPs are only considered placements if and when certain reagent
purchase criteria are met by the customer. As of September 30, 1997, the Company
had placed a total of 177 instruments through RPs.

The Company's future results of operations may fluctuate significantly from
period to period due to a variety of factors. The initial placement of ~
instrument is subject to a longer, less consistent sales cycle than the sales of
reagents, which begin and typically are recurring once an instrument is placed.
The Company's operating results in the future are likely to fluctuate
substantially from period to period because Instrument sales are likely to
remain an important part of revenues in the near future. The degree of
fluctuation will depend on the timing, level and mix of instruments placed
through direct sales and Instruments placed through RPs. In addition, average
daily reagent use by customers may also fluctuate from period to period, which
may contribute to future fluctuations in revenues. Sales of instruments may also
fluctuate from period to period because sales to the Company's international
distributors typically provide such distributors with several months of
instrument inventory, which the distributors will subsequently seek to place
with end-users. The Company's instrument installed base includes instruments
shipped to DAKO and recognized as sales. Furthermore, due both to the Company's
increased sales focus on smaller hospitals and laboratories and the relatively
high reagent sales growth rates in recent fiscal periods, the rate of growth in
reagent sales in future periods is likely to be below that experienced during
the past several fiscal periods. Other factors that may result in fluctuations
in operating results include the timing of new product

                                       10

<PAGE>

announcements and the introduction of new products and new technologies by the
Company and its competitors, market acceptance of the Company's current or new
products, developments with respect to regulatory matters, availability and cost
of raw materials purchased from suppliers, competitive pricing pressures,
increased sales and marketing expenses associated with the implementation of the
Company's market expansion strategies for its instruments and reagent products,
and increased research and development expenditures. Future instrument and
reagent sales could also be adversely affected by the configuration of the
Company's patient priority systems, which require the use of the Company's
detection chemistries, particularly if and to the extent that competitors are
successful in developing and introducing new IHC instruments or if competitors
offer reagent supply arrangements having pricing or other terms more favorable
than those offered by the Company. Such increased competition in reagent supply
could also adversely affect sales of reagents to batch processing instrument
customers since those instruments do not require the use of the Company's
reagents. In connection with future introductions of new products, the Company
may be required to incur charges for inventory obsolescence in connection with
unsold inventory of older generation products. To date, however, the Company has
not incurred material charges or expenses associated with inventory obsolescence
in connection with new product introductions. In addition, a significant portion
of the Company's expense levels is based on its expectation of higher levels of
revenues in the future and is relatively fixed in nature. Therefore, if revenue
levels are below expectations, operating results in a given period are likely to
be adversely affected.

Results of Operations:

Three and Nine Months Ended September 30, 1997 and 1996:

Net Sales:

Net sales for the three and nine months ended September 30, 1997 as compared to
the same periods of 1996 increased 29% and 41% to $8.0 million and $22.4 million
from $6.2 million and $15.9 million, respectively. The increase in net sales was
attributable to a 38% and 24% increase in instrument sales for the quarter and
nine months and a 26% and 48% increase in reagent and other sales for the
quarter and nine months. Instrument sales increased due to an overall increase
in instrument placements as well as higher sales of the TechMate instruments,
which were only sold by the Company after the February 1996 acquisition of
BioTek. Reagent sales increased due to sales of reagents to new customers,
increased sales to existing customers and sales to new customers resulting from
the acquisition of BioTek, including a one-time royalty pre-payment of $0.5
million recorded as revenue during the three months ended September 30, 1996,
the quarterly and nine-month percentage increases in reagent and other sales
would have been 42% and 56%, respectively.

Gross Margin:

Gross profit for the three and nine months ended September 30, 1997 increased to
$5.5 million and $14.4 million, respectively, from $3.5 million and $9.4 million
for the same periods in 1996. Gross margin for the three and nine months ended
September 30, 1997 increased to 69% and 64% from 57% and 59% for the same
periods during 1996. Gross margins on instrument sales increased slightly in the
three-month period ended September 30, 1997 compared to the corresponding period
in 1996 as a result of the August 1997 introduction of the NexES instrument,
which has a lower manufacturing cost than the ES. Instrument gross margins in
the

                                       11

<PAGE>

nine-month period ended September 30, 1997 decreased slightly when compared to
the same period in 1996, primarily due to an increase of low-margin distributor
sales in Europe, coupled with unfavorable European exchange rates and increased
sales of lower margin batch processing instruments, offset by manufacturing
efficiencies and increased absorption of manufacturing overhead. Gross margins
on reagent and other sales increased in both the three and nine month periods
ended September 30, 1997 compared to the corresponding periods in 1996 due to
increased economies of scale and manufacturing efficiencies brought about by the
integration of batch processing reagent manufacturing into Ventana's Tucson,
Arizona reagent manufacturing operations. In addition, higher pricing for
reagents and increased service profitability contributed to both the three-month
and nine-month margin improvements.

Research and Development:

Research and development expenses were $0.7 million for the three months ended
September 30, 1997 and $2.1 million for the nine months ended September 30,
1997. This represents a 13% decrease for the three month period and a 1%
decrease for the nine month period as compared to the respective periods of the
prior year. The decrease in the current quarter was due to the capitalization of
$0.1 million in software development costs. No such costs were capitalized in
the comparable period of 1996. Research and development expenses declined as a
percent of sales to approximately 9% and 10% for the three and nine month
periods, respectively, in 1997 compared to approximately 13% and 14% for the
same periods during 1996. This decline was primarily due to increased sales.
Research and development expenses for the three and nine months ended September
30, 1997 related primarily to the development of new reagents and instruments,
including the NexES patient priority instrument and new prognostic markers.
Research and development expenses for the three and nine months ended September
30, 1996 related primarily to the gen II instrument and IHC reagent development.











                                       12

<PAGE>

Selling, General and Administrative ("SG&A"):

Presented below is a summary of SG&A expense for the three and nine months ended
September 30, 1997 and 1996.

<TABLE>
<CAPTION>
SG&A Summary:
                               Three Months Ended                               Nine Months Ended
                                  September 30,                                   September 30,
                              1997                1996                       1997                1996
                              ----                ----                       ----                ----
                            $      Sales        $      Sales               $      Sales        $      Sales
                                                                       ($ in thousands)
<S>                      <C>        <C>       <C>       <C>             <C>        <C>      <C>        <C>
Sales and marketing      $ 3,272    41%       $2,276    37%             $ 8,470    38%      $ 6,185    39%
Administration             1,283    16%          760    12%               3,093    14%        1,922    12%
                         -------------        ------------              -------------       -------------
  Total SG&A             $ 4,555    57%       $ 3,036   49%             $11,563    52%      $ 8,107    51%
                         =============        ============              =============       =============
</TABLE>


SG&A expense for the three and nine months ended September 30, 1997 increased to
$4.6 million and $11.6 million from $3.0 million and $8.1 million for the three
and nine months ended September 30, 1996, respectively. SG&A expense as a
percentage of net sales increased to 57% and 52% for the three and nine months
ended September 30, 1997 compared to 49% and 51% for the same periods during
1996. The fluctuation in SG&A expense from period to period reflects the growth
of Ventana's sales and marketing organization to facilitate its market expansion
strategy and a corresponding increase in infrastructure expenses to support a
larger business base. The growth in sales and marketing expense is the result of
the Company's decision to service the market through its own sales and marketing
staff, expenses necessary to support the growth of the Company and expenses
associated with the ongoing support activities resulting from the BioTek
acquisition. Increases in administrative expenses were necessitated by an
expanding business base, especially in Europe, and legal expenses primarily
associated with pending litigation.

Non-recurring Expenses:

The $1.6 million in non-recurring expenses for the nine months ended September
30, 1997 is primarily related to a judgment against the Company's BioTek
subsidiary, relating to a patent infringement suit filed against BioTek by
BioGenex. The expenses included the original judgment of $404,150, $303,113 in
enhanced damages (per a June 30, 1997 court judgment), interest and Ventana's
legal expenses.

Amortization of Intangibles:

As a result of the acquisition of BioTek, the Company has recorded certain
intangible assets. These intangible assets include developed technology,
customer list, goodwill and other intangible assets which are amortized to
expense over a period of 15 to 20 years based upon the Company's estimate of the
economic utility of these assets. As a result, the Company will charge to
expense each quarter approximately $0.1 million for the amortization of these
intangible assets. Additionally, the Company will review the utility of these
assets each quarter to assess


                                       13


<PAGE>

their continued value. Should the Company determine that any of these assets are
impaired, it will write them down to their estimated fair market value.


Liquidity and Capital Resources:

Since inception, the Company's expenses have significantly exceeded its
revenues, resulting in accumulated losses of $34.5 million as of September 30,
1997. The Company has funded its operations primarily through the private
placement of approximately $31.0 million in equity and debt securities, its July
1996 initial public offering which resulted in net proceeds to the Company of
$18.3 million and its secondary offering completed in February 1997 which
resulted in net proceeds of $26.1 million. As of September 30, 1997 the
Company's principal source of liquidity consisted of cash and cash equivalents
of $21.9 million and borrowing capacity under its bank revolving line of credit.
The Company has a $2.7 million revolving bank credit facility, which expires on
February 15,1998. As of September 30, 1997, letters of credit were issued under
this line to facilitate certain contract manufacturing arrangements for the
production of TechMate instruments ($0.5 million) and to secure a legal judgment
in favor of BioGenex ($0.9 million) pending appeal by the Company, leaving an
available revolving credit facility of approximately $1.3 million. Borrowings
under the Company's bank credit facility are secured by a pledge of
substantially all of the Company's assets and bear interest at the bank's prime
rate.

On February 18, 1997, the Company completed a public offering of its Common
Stock resulting in net proceeds of $26.1 million to the Company. During February
1997, the Company repaid the $10.3 million of outstanding notes issued in
connection with the acquisition of BioTek. Such repayment was made in accordance
with the provisions of the Notes which provided that no interest would be due
and payable thereon if full repayment was made prior to February 26, 1997.

The Company expects to use approximately $2.6 million of its available capital
resources during the next twelve months for capital expenditures for
manufacturing capacity expansion and enhancements to its business application
computer hardware and software resources. The Company anticipates that its
remaining capital resources will be used for working capital and general
corporate purposes. Pending such uses, the Company intends to invest its cash
resources in short-term, interest bearing, investment grade securities.

During the nine months ended September 30, 1997 the Company used for operations
and investing activities approximately $5.0 million in cash versus $10.9 million
for the nine months ended September 30, 1996. A substantial portion of the 1996
net cash outflow related to the acquisition of BioTek.

In connection with BioTek's agreement with DAKO, DAKO made two loans to BioTek
secured by a pledge of substantially all of BioTek's assets. DAKO also made
prepayments to BioTek for future instrument purchases and reagent royalties.
These loans and prepayments were used to fund TechMate 250 instrument
development and working capital requirements. On September 25, 1996, BioTek and
DAKO entered in to the Amendment Agreement for the purpose of addressing several
matters, including repayment of the secured loans and prepayments. The aggregate
balance of the secured loans and prepayments was $1.4 million and $0.9 million,
respectively, at the time of the Amendment Agreement. Of the secured loans, $0.3
million bears interest at 5% per annum and the remaining $1.1 million does not
bear interest. The prepayments do not bear interest. The secured loans and
prepayments are recorded as long term debt in the

                                       14

<PAGE>

Company's Condensed Consolidated Financial Statements. Pursuant to the Amendment
Agreement, DAKO paid the Company a royalty of $0.5 million and the Company paid
DAKO $0.5 million as a reduction of the balance of the prepayments. Under the
Amendment Agreement, the remaining secured loans and prepayments will be repaid
through discounts on DAKO purchases of TechMate instruments from BioTek at
recoupment rates specified in the Amendment Agreement. At September 30, 1997,
the outstanding balance of the secured loans and prepayments was $0.7 million
and $0.4 million, respectively. Upon termination of the distribution agreement
or in the event of a default by BioTek under the distribution agreement, these
loans may be converted to fixed term loans that will be due and payable in 12
equal quarterly installments commencing upon such event.

The Company believes that its existing capital resources, together with cash
generated from product sales and available borrowing capacity under its bank
credit facilities will be sufficient to satisfy its working capital requirements
for the foreseeable future. The Company's future capital requirements will
depend on many factors, including the extent to which the Company's products
gain market acceptance, the mix of instruments placed through direct sales or
rentals, progress of the Company's product development programs, competing
technological and market developments, expansion of the Company's sales and
marketing activities, the cost of manufacturing scale up activities, possible
acquisitions of complementary businesses, products or technologies, the extent
and duration of operating losses and the timing of regulatory approvals. The
Company may be required to raise additional capital in the future through the
issuance of either debt instruments or equity securities, or both. There is no
assurance that such capital will be available to the extent required or on terms
acceptable to the Company, or at all.

Certain Factors Which May Affect Future Results:

The following discussion of the Company's risk factors should be read in
conjunction with the foregoing Management Discussion and Analysis of financial
condition and results of operations and the Company's financial statements and
related notes thereto. Because of these and other factors, past financial
performance should not be considered an indication of future performance.

History of Losses. The Company has incurred substantial losses since inception.
The Company does not expect such losses to continue In the foreseeable future.
However, consistent earnings may be difficult to achieve due to planned product
development efforts, expansion of sales and marketing activities both
domestically and internationally, market acceptance of existing and future
instrument and reagent systems, competitive conditions, FDA regulations and
related product approvals, product development efforts and the integration of
BioTek's operations.

Future Fluctuations in Operating Results. The Company derives revenues from the
sale of instruments and reagents through its direct sales force and certain
domestic and international distributors. There can be no assurances that these
outside distributors will continue to meet their contractual commitments, or
their historical sales rates or that these distributors contracts will remain in
effect.

The initial placement of an instrument is subject to a longer, less consistent
sales cycle than the sale of reagents, which begin and are typically recurring
once the instrument is placed. Consequently, the Company's future operating
results are likely to fluctuate substantially from


                                       15

<PAGE>

period to period because instrument sales are likely to remain an important part
of revenues in the near future. The degree of fluctuation will depend on the
timing, level and mix of instruments placed through direct sale versus RPs and
rentals. The Company anticipates that the percentage of instruments placed
through RPs and rentals, will increase in the future which is likely to result
in a decrease in instrument sales. In addition, average daily reagent use by
customers may fluctuate from period to period, which may contribute to future
fluctuations in revenues. In particular, customers who have received instruments
under rental arrangements do not necessarily provide for specified reagent
purchase commitments and there can be no assurance regarding the timing or
volume of reagent purchases by such customers. Furthermore, customers that have
entered into agreements may cancel those agreements. Accordingly, there can be
no assurance regarding the level of revenues that will be generated by customers
procuring instruments through rental arrangements; therefore, the Company's
business, financial condition and results of operations could be materially and
adversely affected.

Rate of Market Acceptance and Technological Change. Use of automated systems to
perform diagnostic tests is relatively new. Historically, the diagnostic tests
performed by the Company's systems have been performed manually by laboratory
personnel. The rate of market acceptance of the Company's products will be
largely dependent on the Company's ability to persuade the medical community of
the benefits of automated diagnostic testing using the Company's products.
Market acceptance and sales of the Company's products may also be affected by
the price and quality of its products. The Company's products could also be
rendered obsolete or noncompetitive by virtue of technological innovations in
the fields of cellular or molecular diagnostics.

Risks Associated with Development and Introduction of New Products. The
Company's future growth and profitability will be dependent, in large part, on
its ability to develop, introduce and market new instruments and reagents used
in diagnosing and selecting treatment for cancer and other disease states. In
particular, the Company must timely and successfully introduce its new smaller
instruments to the market place. These instruments are smaller capacity, lower
priced instruments than the Company's current instruments and are necessary to
expand the market opportunity at smaller hospitals and reference laboratories in
the United States and Europe. The Company depends, in part, on the success of
medical research in developing new antibodies, nucleic acid probes and clinical
diagnostic procedures that can be adapted for use in the Company's systems. In
addition, the Company will need to obtain licenses, on satisfactory terms, for
certain technologies, which cannot be assured. Certain of the Company's products
are currently under development, initial testing or preclinical or clinical
evaluation by the Company. Other products are scheduled for future development.
Products under development or scheduled for future development may prove to be
unreliable from a diagnostic standpoint, may be difficult to manufacture in an
efficient manner, may fail to receive necessary regulatory clearances may not
achieve market acceptance or may encounter other unanticipated difficulties.

Competition. Competition in the diagnostic industry is intense and is expected
to increase. Competition in the diagnostic industry is based on, among other
things, product quality, price and the breadth of a company's product offerings.
The Company's systems compete both with products manufactured by competitors and
with traditional manual diagnostic procedures. The Company's competitors may
succeed in developing products that are more reliable or effectively less costly
than those developed by the Company and may be more successful than the Company
in manufacturing and marketing their products.

                                       16

<PAGE>

Manufacturing Risks. The Company has only manufactured patient priority
instruments and reagents for commercial sale since late 1991, Manufacturing of
the Company's batch processing instruments is performed by third parties. As the
Company continues to increase production of such instruments and reagents and
develops and introduces new products, it may, from time to time, experience
difficulties in manufacturing. The Company completed the consolidation of the
former BioTek reagent manufacturing into its Tucson facility during July 1996.
The Company must continue to increase production volumes of instruments and
reagents, in a cost effective manner, in order to be profitable. To increase
production levels, the Company will need to scale-up its manufacturing
facilities, increase its automated manufacturing capabilities and continue to
comply with current GM? regulations prescribed by the FDA and other standards
prescribed by various federal, state and local regulatory agencies in the United
States and other countries, including the International Standards Organization
("ISO") 9000 Series certifications.

Dependence on Key Suppliers. The Company's instruments and reagent products are
formulated from chemicals, biological materials and parts utilizing proprietary
Ventana technology as well as standard processing techniques. Certain
components, raw materials and primary antibodies, used in the manufacturing of
the Company's reagent products, are currently provided by single source vendors.
There can be no assurance that the materials or parts or needed by the Company
will be available in commercial quantities, at acceptable prices, or at all. Any
supply interruption or related yield problems encountered in the use of
materials from these vendors could have a material adverse effect on the
Company's ability to manufacture its products until, or if, a new source of
supply is obtained.

Dependence Upon Third Party Manufacturers for Batch Processing Instruments. The
Company relies on two outside parties to manufacture its batch processing
instruments. There can be no assurance that these manufacturers will be able to
meet the Company's product needs in a satisfactory, cost effective or timely
manner. The Company's reliance on third-party manufacturers involves a number of
risks, including the absence of guaranteed capacity, reduced control over
delivery schedules, quality assurance issues and costs. The amount and timing of
resources to be devoted to these activities by such manufacturers are not within
the control of the Company, and there can be no assurance that manufacturing
problems will not occur in the future.

Risks Associated with Distribution Relationships. The Company's batch processing
instruments and reagents are sold under distribution agreements entered into by
BioTek. In the United States, batch processing instruments and reagents have
been sold through Curtin Matheson Scientific, Inc. a subsidiary of Fisher
Scientific, Inc. ("CMS"), under an exclusive agreement that expires in April
1998. United States sales through CMS are subject to several operating
conditions and risks. In particular, it has historically been necessary for
BioTek to support the efforts of CMS with direct field sales and support
personnel. As a result, the Company generates lower gross margins on sales
through CMS that it would generate were it to sell directly to end-users and
incurs higher selling expenses that typically associated with third-party
distribution arrangements. In addition, the Company has notified CMS that CMS
has not fulfilled its obligations under the agreement, both with respect to
purchases of units and support and promotion of batch processing instruments in
the United States. CMS has responded to the Company's notice, denied breach of
the agreement, suggested that certain activities undertaken by the Company may
constitute a breach of the agreement by the Company or may otherwise be
actionable. There can be no assurance that the Company and CMS will be able to
reach a

                                       17

<PAGE>

negotiated settlement or that the Company will not become involved in litigation
or other disputes with CMS which could involve substantial costs and diversion
of management time. As a result of these factors and due to the presence of the
Company's direct sales force in the United States, the Company does not intend
to renew the agreement with CMS upon its April 1998 expiration. In the event
that CMS does not adequately promote and market batch processing instruments and
reagents or manage customer relationships during the remaining term of the
agreement, especially in light of the fact that the Company ceased shipping
products to CMS pending resolution of contractual disputes and that difficulties
in the relationship between the Company and CMS have continued, the Company's
sales of batch processing instruments and reagents in the United States could be
adversely affected and the Company could also experience disruptions in the
supply of batch processing instruments and reagents to customers in the United
States. These developments could have a material adverse effect on the Company's
business, financial condition and results of operations.

In Europe, batch processing instruments are sold through DAKO which also pays
BioTek a fixed dollar royalty for each instrument in service in exchange for the
right to sell its own reagents for use with such systems. The agreement with
DAKO provides DAKO with exclusive distribution rights for batch processing
instruments in Europe and other territories, subject to certain performance
requirements. The agreement expires in December 1999. Accordingly, the Company
is likely to be dependent upon DAKO for international sales of batch processing
instruments through this date.

In connection with an amendment (the "Amendment Agreement") entered into between
DAKO and the Company in November 1996. certain minimum purchase and delivery
commitments for TechMate 250 and TechMate 500 instruments, as well as pricing
for certain quantities of TechMate 250 instruments, were established. Pricing
for additional quantities of TechMate 250 instruments was not resolved in the
Amendment Agreement and the parties are currently in disagreement as to such
pricing. Currently, DAKO is purchasing such instruments at the price levels
established by the Company. However, DAKO has initiated binding arbitration
proceedings to resolve such pricing. In the event such arbitration proceedings
are determined adversely to the Company, the pricing of TechMate 250 instruments
to DAKO would be on terms less favorable to the Company than the current pricing
terms and the amount of secured loans and prepayments recouped per instrument
sales would also be reduced.

Additionally, during the course of ongoing discussions with DAKO since the
acquisition of BioTek, DAKO has asserted that BioTek has not fulfilled its
obligations with respect to the development and commercial introduction of the
TechMate 250 instrument. The Company denies this assertion and believes that it
is In substantial compliance with its obligations under these development
milestones and has asserted that DAKO has not met certain obligations under such
agreement. In particular, the Company believes that its contract manufacturing
agreement with UL will enable it to satisfy DAKO's requirements for TechMate 250
instruments. Nevertheless, the negotiations with DAKO could result in an attempt
by DAKO to exercise contractual remedies available to it under the distribution
agreement and the terms of the secured loans, which remedies include (i)
requiring repayment of the secured loans in 12 equal quarterly installments
commencing upon a default by BioTek and (ii) an irrevocable license to
manufacture TechMate instruments for resale internationally and a related
reduction in the fixed dollar royalty rate paid by DAKO to BioTek for each
instrument included in the royalty base, The Company could also experience an
interruption in the distribution of batch processing instruments outside the
United States or become involved in litigation with DAKO with respect to the
current distribution agreement, which would involve significant costs as well as
diversion

                                       18

<PAGE>

of management time. There can be no assurance that the Company would prevail in
any litigation involving the agreement. Furthermore, there can be no assurance
as to the future course or outcome of the Company's negotiations with DAKO or as
to the Company's future relationship with DAKO. If DAKO were successful in
obtaining a manufacturing license for TechMate instruments, the Company could
experience a loss of instrument revenue which could have a material adverse
effect on the Company's business, financial condition and results of operations.

Risks Associated with Acquisitions. In February 1996 the Company acquired
BioTek. Although the Company has no pending agreements or commitments, the
Company may make additional acquisitions of complementary technologies or
products in the future. Acquisitions of companies, divisions of companies, or
products entail risks, including: (i) the potential inability to successfully
integrate acquired operations and products or to realize anticipated synergies,
economies of scale or other value, (ii) diversion of management's attention,
(iii) loss of key employees of acquired operations and (iv) large one-time
write-off and similar accounting changes including amortization of acquired
goodwill. No assurance can be given that the Company will not incur problems in
integrating BioTek's operations or any future acquisition and there can be no
assurance that the acquisition of BioTek, or any future acquisition, will result
in the Company becoming profitable or, if the Company achieves profitability,
that such acquisition will increase the Company's profitability. Furthermore,
there can be no assurance that the Company will realize value from any such
acquisition which equals or exceeds the consideration paid.

Risks Relating to Patents and Proprietary Rights. The Company's success
depends, in part, on its ability to obtain patents, maintain trade secret
protection and operate without infringing on the proprietary rights of others.
There can be no assurance that the Company's patent applications will result in
patents being issued or that any issued patents will provide protection against
competitive technologies or will be held valid if challenged. Others may
independently develop products similar to those of the Company or design around
or otherwise circumvent patents issued by the Company. In the event that any
relevant claims of third-party patents are upheld as valid and enforceable, the
Company could be prevented from practicing the subject matter claimed in such
patents, or would be required to obtain licenses from the patent owners of each
of such patents or to redesign its products or processes to avoid infringement.
There can be no assurance that such licenses would be available or, if
available, would be on terms acceptable to the Company or that the Company would
be successful in any attempt to redesign its products or processes to avoid
infringement. If the Company does not obtain necessary licenses, it could be
subject to litigation and encounter delays in product introductions while it
attempts to design around such patents. Alternatively, the development,
manufacture or sale of such products could be prevented. Litigation which could
result would result In significant cost to the Company as well as diversion of
management time.

Uncertainty of Future Funding of Capital Requirements. The Company anticipates
that its existing capital resources will be adequate to satisfy its capital
requirements through at least the next 18 months. The Company's future capital
requirements will depend on many factors, including the extent to which the
Company's products gain market acceptance, the mix of instruments placed through
direct sales or through RPs, progress of the Company's product development
programs, competing technological and market developments, expansion of the
Company's sales and marketing activities, the cost of manufacturing scale up
activities, possible acquisitions of complementary businesses, products or
technologies, the extent and duration of

                                       19

<PAGE>

operating losses and timing of regulatory approvals. The Company may require
additional capital resources and there is no assurance such capital will be
available to the extent required, on terms acceptable to the Company, or at all.
Any such future capital requirements would result in the issuance of equity
securities which could be dilutive to existing stockholders.

Dependence on Key Personnel. The Company is dependent upon the retention of
principal members of its management, scientific, technical, marketing and sales
staff and the recruitment of additional personnel. The Company does not maintain
"key person" life insurance on any of its personnel. The Company competes with
other companies, academic institutions, government entities and other
organizations for qualified personnel in the areas of the Company's activities.
The inability to hire or retain qualified personnel could have material adverse
effect on the Company's business, financial condition and results of operations.

Uncertainty Related to Government Funding. A portion of the Company's products
are sold to universities, research laboratories, private foundations and other
institutions where funding is dependent upon grants from government agencies,
such as the National Institutes of Health. However, research funding by the
government may be significantly reduced under several budget proposals under
consideration in the United States Congress, or for other reasons. Any such
reduction may materially affect the ability of the Company's research customers
to purchase the Company's products.

FDA and Other Government Regulations. The manufacturing, marketing and sale of
the Company's products are subject to extensive and rigorous government
regulations in the United States and other countries. In the United States, and
certain other countries, the process of obtaining and maintaining required
regulatory approvals is lengthy, expensive and uncertain. In the United States,
the FDA regulates, as medical devices, clinical diagnostic tests and reagents,
as well as instruments used in the diagnosis of adverse conditions. The Federal
Food, Drug and Cosmetic Act governs the design, testing, manufacture, safety,
efficacy, labeling, storage, record keeping, approval, advertising and promotion
of the Company's products. There are two principal FDA regulatory review paths
for medical devices: 510(k) process and the PMA process. The PMA process
typically requires the submission of more extensive clinical data and is
costlier and more time-consuming to complete than the 510(k) process.
Regulator's of medical devices in foreign countries where the Company operates
have regulations similar to the United States in most cases. Additionally, the
Company is required to comply with the FDA's GM? regulations. These regulations
mandate certain operating, control and documentation procedures when
manufacturing medical products, instruments and devices.

The Company is also required to comply with the FDA's Clinical Laboratory CLIA
regulations. These rules restrict the sale of reagents to clinical laboratories
certified under CLIA. The full implementation of CLIA rules could limit the
clinical Customers to which the Company could sell reagents in the future.

In addition to these regulations, the Company is subject to numerous federal,
state and local laws and regulations relating to such matters as safe working
conditions and environmental matters. There can be no assurance that such laws
and regulations will not in the future have a material adverse effect on the
Company's business, financial condition and results of operations.

Risks Relating to Availability of Third-Party Reimbursement and Potential
Adverse Effects of Health Care Reform. The Company's ability to achieve revenue
growth and

                                       20

<PAGE>

profitability may depend on the ability of the Company's customers to obtain
adequate levels of third-party reimbursement for the use of certain diagnostic
tests in the United States, Europe and other countries. Currently, availability
of third-party reimbursement is limited and uncertain for some LHC tests.

Product Liability and Recall; Product Liability Insurance. The marketing and
sales of the Company's diagnostic instruments and reagents entails risk of
product liability claims. The Company has product liability insurance coverage
with a per occurrence maximum of $2.0 million and an aggregate annual maximum of
$5.0 million. There can be no assurance that this level of insurance coverage
will be adequate or that insurance coverage will continue to be available on
acceptable terms, or at all. A product liability claim or recall could have a
material adverse effect on the Company's business, reputation, financial
condition and results of operations.

Environmental Matters. Certain of the Company's manufacturing processes,
primarily processes involved in manufacturing certain of the Company's reagent
products, require the use of potentially hazardous and carcinogenic chemicals.
The Company is required to comply with applicable federal, state and local laws
regarding the use, storage and disposal of such materials. The Company currently
uses third-party disposal services to remove and dispose of the hazardous
materials used in the processes. The Company could, in the future, encounter
claims from individuals, governmental authorities or other persons or entities
in connection with exposure to, disposal or handling of such hazardous materials
or violations of environmental laws by the Company or its contractors and could
also be required to incur additional expenditures for hazardous materials
management or environmental compliance. Costs associated with environmental
claims, violations of environmental laws or regulations, hazardous materials
management and compliance with environmental laws could have a material adverse
effect on the business, financial condition and results of operations of the
Company.

Possible Volatility of Stock Price. Prior to the Company's initial public
offering on July 26, 1996, there was no public market for the Company's Common
Stock or any other securities of the Company. There can be no assurance that an
active trading market for the Company's Common Stock will continue to develop
or, if developed, will be sustained. The market price of the Company's Common
Stock, similar to the securities of other medical device and life sciences
companies, is likely to be highly volatile. Factors such as fluctuations in the
Company's operating results, announcements of technological Innovations or new
products by the Company or its competitors, FDA and other governmental
regulations, developments with respect to patents or proprietary rights, public
concern as to the safety of products developed by the Company or others, changes
in financial analysts' estimated earnings or recommendations regarding the
Company and general market conditions may have a material adverse effect on the
market price of the Company's Common Stock. The Company's results of operations
may, In future periods, fall below the expectations of public market analysts
and investors and, in such event, the market price of the Company's Common Stock
could be materially and adversely affected.

Absence of Dividends. The Company has not declared or paid any dividends since
its inception and does not intend to pay any dividends in the foreseeable
future. In addition, the Company's bank credit agreement currently prohibits the
Company from paying cash dividends.

                                       21

<PAGE>


PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

In March 1995, BioGenex sued BioTek in the United States District Court for the
Northern District of California for infringement of certain patent rights held
by BioGenex relating to an antigen retrieval method used in IHC tests. Following
several unsuccessful attempts to settle the claims, a trial commenced in April
1997. Early in May 1997, the jury determined that the BioGenex patent was valid,
that BioTek had willfully infringed and assessed a damage award of $404,150. As
a result of the willful infringement finding, the judge increased the award by
$303,112 and allowed pre-judgment interest of $102,470. BioTek has appealed this
judgment.

In January 1997, four individuals who are former BioTek noteholders who held in
the aggregate approximately $1 .1 million in principal amount of BioTek notes
filed an action, Tse. et al v. Ventana Medical Systems. Inc. et al. No. 97-37,
against the Company and certain of its directors and stockholders in the United
States District Court for the District of Delaware. The complaint alleges, among
other things, that the Company violated federal and California securities laws
and engaged in common law fraud in connection with the BioTek shareholders'
consent to the February 1996 merger of BioTek into Ventana and the related
conversion of BioTek notes into Ventana notes. Plaintiffs seek substantial
compensatory damages several times in excess of the principal amount of their
BioTek notes, as well as substantial punitive damages, and fees and costs. The
Company intends to vigorously contest this suit. After consideration of the
nature of the claims and the facts relating to the merger and the BioTek note
exchange, the Company believes that it has meritorious defenses to the claims
and that resolution of this matter will not have a material adverse effect on
the Company's business, financial condition and results of operations; however,
the results of the proceedings are uncertain and there can be no assurance to
that effect.

In February 1997, the Company filed suit against Cell Marque Corporation for
patent and trademark infringement and associated other claims in connection with
the filling by Cell Marque Corporation of spent Ventana reagent dispensers with
unapproved reagents. In March 1997. Cell Marque filed counterclaims against the
Company alleging antitrust and Lanham Act violations. On August 12, 1997 the
parties resolved their differences with the Company agreeing to market certain
Cell Marque products and Cell Marque discontinuing its operation of refilling
the Company's dispensers.

In connection with a disagreement as to which price should be charged by BioTek
to DAKO for the sale of TechMate 250 instruments, DAKO has filed an arbitration
request with the International Chamber of Commerce. Arbitrators have been named
by both BioTek and DAKO (one each) who must, in turn, agree on a third
arbitrator. The Company believes its position is strong; however, the results of
the proceedings are uncertain.

The Company has received notices of various claims from certain of its and
BioTek's former employees. Lawsuits have been filed against the Company and a
certain former BioTek employee alleging that certain commitments made to a
former employee in connection with his employment by BioTek were breached. Based
on its review of the matter, the Company does not believe that its resolution
will have a material adverse effect on the Company's business, financial
condition or results of operations.

                                       22

<PAGE>

Other than the foregoing proceedings, the Company is not a party to any material
pending litigation.


Item 4. Submission of Matters to a Vote of Security Holders

     None

Item 6. Exhibits and reports on Form 8-K

     (a)  Exhibits

          27.1 Financial Data Schedule.

     (b)  Reports on Form 8-K.

          No reports were filed on Form 8-K during the quarter ended September
          30, 1997.




                                       23

<PAGE>

                                    SIGNATURE


Pursuant to the requirements of the securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        Ventana Medical Systems, Inc.


Date: November 10, 1997                 By: /s/ Pierre Sice
                                           -------------------------------------
                                        Pierre Sice
                                        Vice President, Chief Financial Officer,
                                        Treasurer and Secretary.
                                        (Principal Financial and Accounting
                                        Officer)






                                       24