UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the quarterly period ended March 31, 2000

                                       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: 0-21214


                                ORTHOLOGIC CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                         86-0585310
   -------------------------------                            ----------------
   (State of other jurisdiction of                            (I.R.S. Employer
    incorporation or organization)                           Identification No.)

1275 W. Washington Street, Tempe, Arizona                          85281
-----------------------------------------                        ----------
(Address of principal executive offices)                         (Zip Code)

                                 (602) 286-5520
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since 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  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 [ ]

                      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 practicable date.

       29,812,874 shares of common stock outstanding as of March 31, 2000
<PAGE>
                                ORTHOLOGIC CORP.


                                      INDEX

                                                                        Page No.
                                                                        --------
Part I Financial Information

     Item 1. Financial Statements

          Condensed Consolidated Balance Sheets
          March 31, 2000 and December 31,1999 ...........................  3

          Condensed Consolidated Statements of Operations and of
          Comprehensive Income Three months ended March 31, 2000
          and 1999.......................................................  4

          Condensed Consolidated Statements of Cash Flows
          Three months ended March 31, 2000 and 1999 ....................  5

          Notes to Condensed Consolidated Financial Statements ..........  6

     Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations ........................ 10

Part II Other Information

     Item 1. Legal Proceedings .......................................... 12

     Item 4. Submission of Matters to Vote of Security Holders........... 12

     Item 6. Exhibits and Reports on Form 8-K ........................... 12


                                                                          Page 2
<PAGE>
PART I - Financial Information
Item 1.  Financial Statements

                                OrthoLogic, Corp.
                      Condensed Consolidated Balance Sheet
                                 (in thousands)
                                    Unaudited

                                                      March 31,    December 31,
                                                         2000          1999
                                                      ---------     ---------
                                     ASSETS

Cash and cash equivalents                             $   7,053     $   6,023
Short term investments                                       --           250
Accounts receivable                                      30,827        30,429
Inventory                                                 8,944         9,306
Prepaids and other current assets                         1,136           987
Deferred income tax                                       2,628         2,631
                                                      ---------     ---------
      Total current assets                               50,588        49,626

Furniture, rental fleet and equipment                    27,768        26,361
Accumulated depreciation                                (14,945)      (13,300)
                                                      ---------     ---------
Furniture and equipment, net                             12,823        13,061

Intangibles, net                                         28,251        28,749
Deposits and other assets                                   639           767
                                                      ---------     ---------

      Total assets                                    $  92,301     $  92,203
                                                      =========     =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

Accounts payable                                      $   2,443     $   2,569
Accrued liabilities                                       5,595         6,192
                                                      ---------     ---------
      Total current liabilities                           8,038         8,761

Deferred rent and capital lease obligations                 190           209
                                                      ---------     ---------
      Total liabilities                                   8,228         8,970
                                                      ---------     ---------
Series B Convertible Preferred Stock                      4,720        10,180
                                                      ---------     ---------
Stockholders' Equity

Common stock                                                 15            14
Additional paid-in capital                              130,823       125,206
Accumulated deficit                                     (51,297)      (51,992)
Comprehensive loss                                         (188)         (175)
                                                      ---------     ---------
      Total stockholders' equity                         79,353        73,053
                                                      ---------     ---------

      Total liabilities and stockholders' equity      $  92,301     $  92,203
                                                      =========     =========

See notes to condensed consolidated financial statements

                                                                          Page 3
<PAGE>
                                OrthoLogic, Corp.
   Condensed Consolidated Statement of Operations and of Comprehensive Income
                      (in thousands, except per share data)
                                    Unaudited
<TABLE>
<CAPTION>
                                                           Three months ended March 31,
                                                          -----------------------------
                                                             2000                 1999
                                                          --------             --------
<S>                                                        <C>                  <C>
Revenues                                                   $ 22,490             $ 21,068

Cost of revenues                                              4,808                4,718
                                                           --------             --------
Gross profit                                                 17,682               16,350

Operating expenses
Selling, general and administrative                          16,316               15,738
Research and development                                        666                  520
                                                           --------             --------

      Total operating expenses                               16,982               16,258

Operating income                                                700                   92
                                                           --------             --------
Other income
  Grant/other revenue                                             0                    1
  Interest income                                                85                   56
                                                           --------             --------
      Total other income                                         85                   57
                                                           --------             --------

Income before income taxes                                      785                  149
                                                           --------             --------

Provision for income taxes                                       91                   16
                                                           --------             --------

      Net income                                           $    694             $    133
                                                           ========             ========

Accretion of non-cash preferred stock dividend                   --                 (618)
                                                           --------             --------

Net income (loss) applicable to common shareholder         $    694             $   (485)
                                                           ========             ========

BASIC EARNINGS PER SHARE
  Net income (loss) per common share                       $   0.02             $  (0.02)
                                                           --------             --------
  Weighted average number of common
  shares outstanding                                         29,060               25,379
                                                           --------             --------
DILUTED EARNINGS PER SHARE
  Net income (loss) per common and equivalent shares       $   0.02             $  (0.02)
                                                           --------             --------
  Weighted shares outstanding                                30,628               25,379
                                                           --------             --------
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
  Net income (loss) applicable to common shareholders      $    694             $   (485)
  Foreign translation adjustment                                (13)                (165)
                                                           --------             --------
  Comprehensive income (loss) applicable to common
   shareholders                                            $    681             $   (650)
                                                           ========             ========
</TABLE>

See notes to condensed consolidated financial statements

                                                                          Page 4
<PAGE>
                                ORTHOLOGIC, CORP.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                         Three months ended March 31,
                                                         ----------------------------
                                                           2000                1999
                                                         -------              -------
<S>                                                      <C>                  <C>
OPERATING ACTIVITIES
Net income                                               $   694              $   133
Noncash items:
    Depreciation and amortization                          1,441                1,441

Net change on other operating items:
  Accounts receivable                                       (557)              (1,470)
  Inventory                                                  362                  855
  Prepaids and other current assets                         (147)                (744)
  Deposits and other assets                                  128                 (372)
  Accounts payable                                          (126)                (105)
  Accrued liabilities                                       (596)                 206
                                                         -------              -------
    Cash flows provided by (used in) operating
     activities                                            1,199                  (56)
                                                         -------              -------
INVESTING ACTIVITIES
  Purchase of fixed assets, net                             (702)              (1,614)
  Officer note receivable, net                               158
  Cash paid for acquisition, net                              --                 (176)
  Sales (Purchases) of short-term investments                250                4,804
                                                         -------              -------
    Cash flows provided by (used in) investing
      activities                                            (294)               3,014
                                                         -------              -------
FINANCING ACTIVITIES
  Payments on capital leases                                 (19)                  73
  Payment on loan payable                                     --                 (250)
  Payments under co-promotion agreement                       --               (1,000)
  Foreign exchange                                           (13)                (165)
  Net proceeds from stock option exercises                   157                  368
                                                         -------              -------
    Cash flows  provided by (used in) financing
      activities                                             125                 (974)
                                                         -------              -------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                         1,030                1,984

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD             6,023                1,714
                                                         -------              -------
CASH AND CASH EQUIVALENTS, END OF PERIOD                 $ 7,053              $ 3,698
                                                         =======              =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Accretion of non-cash preferred stock dividend         $    --              $   618
  Cash paid during the period for interest                    44                   35
  Cash paid during the period for income taxes                 1                   80
</TABLE>

See notes to condensed consolidated financial statements

                                                                          Page 5
<PAGE>
                                ORTHOLOGIC CORP.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   FINANCIAL STATEMENT PRESENTATION

     The  condensed  consolidated  balance  sheet as of March 31, 2000,  and the
     condensed  consolidated  statements of operations and comprehensive  income
     for the  three  months  ended  March  31,  2000 and 1999 and the  condensed
     consolidated  statements of cash flows for the three months ended March 31,
     2000 and 1999 are unaudited, however, in the opinion of management, include
     all adjustments (consisting only of normal recurring adjustments) necessary
     for the fair presentation of the financial position,  results of operations
     and cash flows.  The results of operations for the interim  periods are not
     necessarily  indicative  of the  results to be  expected  for the  complete
     fiscal year.  The Balance Sheet as of December 31, 1999 is derived from the
     Company's audited financial  statements included in the 1999 Annual Report.
     It is suggested that these financial statements be read in conjunction with
     the financial  statements and notes thereto  included in the Company's 1999
     Annual Report.

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  necessarily  requires  management to make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts  of  revenue  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.  Significant  estimates include the allowance for doubtful
     accounts,  which is based  primarily  on  trends in  historical  collection
     statistics,   consideration   of  current  events,   payer  mix  and  other
     considerations. The Company derives a significant amount of its revenues in
     the United  States  from  third-party  health  insurance  plans,  including
     Medicare.  Amounts paid under these plans are  generally  based on fixed or
     allowable  reimbursement  rates.  In the  opinion of  management,  adequate
     allowances  have  been  provided  for  doubtful  accounts  and  contractual
     adjustments.  However,  these  estimates are subject to  adjustments in the
     near term,  which could be  material.  Any  differences  between  estimated
     reimbursement and final determinations are reflected in the year finalized.

2.   CO-PROMOTION AGREEMENT

     The  Company  entered  into  an  exclusive   co-promotion   agreement  (the
     "Agreement") with Sanofi  Pharmaceuticals Inc. ("Sanofi") at a cost of $4.0
     million on June 23, 1997 for the purpose of marketing Hyalgan, a hyaluronic
     acid sodium  salt,  to  orthopedic  surgeons  in the United  States for the
     treatment of pain in patients with  osteoarthritis of the knee. During 1997
     and 1998 the Company paid $3.0 million of this amount.  The remaining  $1.0
     million  was paid in the first  quarter of 1999.  The  initial  term of the
     agreement  ends on December 31, 2002.  Upon the  expiration  of the initial
     term,  Sanofi may terminate the  agreement,  extend the agreement for up to
     ten additional one year periods or enter into a revised  agreement with the
     Company. Upon termination of the agreement, Sanofi must pay the Company the
     amount equal to 50% of the gross  compensation  paid to the Company for the
     immediately  preceding  year,  provided  the  Company  met all  contractual
     obligations  pursuant to the agreement.  The Company's sales force began to
     promote Hyalgan in the third quarter of 1997.

                                                                          Page 6
<PAGE>
3.   LICENSING AGREEMENT

     The  Company  announced  in  January  1998 that it had  acquired a minority
     interest in a biotech firm,  Chrysalis Bio Technology,  Inc.  ("Chrysalis")
     for  $750,000.  As part of the  transaction,  the  Company  was  awarded  a
     nine-month   world-wide   exclusive   option  to  license  the   orthopedic
     applications of Chrysalin,  a patented 23-amino acid peptide that has shown
     promise in accelerating  the healing process and has completed an extensive
     pre-clinical  safety and efficacy  profile of the product.  In pre-clinical
     animal  studies,  Chrysalin  was also shown to double the rate of  fracture
     healing with a single  injection into the fresh fracture gap. The Company's
     agreement  with Chrysalis  contains  provisions for the Company to continue
     and expand its  options to license  Chrysalin  contingent  upon  regulatory
     approvals,  successful  preclinical  trials, and certain trials and certain
     milestone  payments  to  Chrysalis  by the  Company.  As part of the equity
     investment, OrthoLogic acquired options to license Chrysalin for orthopedic
     applications.  An  additional  fee of $750,000 for the initial  license was
     expensed in the third  quarter of 1998 and the  Agreement  was  extended to
     January 1999. In January 1999, the Company  exercised its option to license
     the U.S. development,  marketing and distribution rights of Chrysalin,  for
     fracture indications.  As part of the license agreement, and in conjunction
     to the U.S.  Food and Drug  Administration  (the "FDA")  clearance to begin
     human clinical  trials,  OrthoLogic  made a $500,000  milestone  payment to
     Chrysalis Bio Technology  which was expensed in the fourth quarter of 1999.
     In June 1999, the Company  elected not to pursue  additional  marketing and
     distribution  rights for  Chrysalin  for  indications  other than  fracture
     healing.  However,  discussions  are  continuing  between  the  Company and
     Chrysalis  regarding  other  orthopedic  indications.  In January 2000, the
     Company began enrolling  patients in the combined Phase I/II clinical trial
     for Chrysalin.

4.   LITIGATION

     During 1996,  certain class action lawsuits were filed in the United States
     District Court for the District of Arizona  against the Company and certain
     officers  and  directors,  alleging  violations  of  Section  10(b)  of the
     Securities Exchange Act of 1934 and SEC Rule 10b-6 promulgated thereunder.

     Plaintiffs in these  actions  alleged that  correspondence  received by the
     Company  from  the  FDA  pertaining  principally  to the  promotion  of the
     Company's   OrthoLogic  1000  Bone  Growth   Stimulator  was  material  and
     undisclosed,  leading to an artificially  inflated stock price.  Plaintiffs
     further allege  practices  referenced in the  correspondence  operated as a
     fraud  against  plaintiffs.  Plaintiffs  further  allege  that once the FDA
     letter became known,  a material  decline in the stock price of the Company
     occurred, causing damage to the plaintiffs. On March 31, 1999, the judge in
     the  consolidated  case before the United States District Court granted the
     Company's  Motion to Dismiss and entered an order  dismissing all claims in
     the suit  against the Company and two  individual  officers/directors.  The
     judge allowed  certain narrow claims based on insider  trading  theories to
     proceed against certain  individual  defendants.  On December 21, 1999, the
     District  Court  granted  plaintiffs'  motion  for class  certification  to
     include  purchasers  of common stock  between June 4 through June 18, 1996,
     inclusive. Discovery is proceeding in the case.

     In  addition,  the Company has been  served  with a  substantially  similar
     action  filed in Arizona  State Court  alleging  state law causes of action
     grounded in the same set of facts.  The  Company  filed a Motion to Dismiss
     the  Complaint  in Arizona  State Court in May 1999.  The Court  denied the
     motion  in July  1999 and  granted  the  plaintiffs'  motion  for the class
     certification  on November  24,  1999.  The Company has  appealed the state
     court's  class  certification  and the appeal is now pending in the Arizona
     Supreme Court.

                                                                          Page 7
<PAGE>
     In addition,  a  shareholder  derivative  complaint  alleging,  among other
     things,  breach of fiduciary duty in connection with the conduct alleged in
     the federal and state court class  actions  have also been filed in Arizona
     state court. The Company filed a Motion to Dismiss the Complaint, which was
     granted December 13, 1999.

     Management believes that the allegations in the remaining federal and state
     cases are without merit and will vigorously defend against them.

     At March 31, 2000, in addition to the matters  disclosed above, the Company
     is involved in various other legal  proceedings  that arose in the ordinary
     course of business.

     The costs associated with defending the above allegations and the potential
     outcome cannot be determined at this time and accordingly,  no estimate for
     such costs have been included in the accompanying Financial Statements.  In
     management's   opinion,   the  ultimate   resolution  of  the  above  legal
     proceedings  will not have a material  effect on the financial  position of
     the Company.

5.   LINE OF CREDIT

     The Company has secured a $10.0 million accounts receivable  revolving line
     of credit with a bank.  The  Company  may borrow up to 75% of the  eligible
     accounts receivable.  The interest rate is at prime for the revolving note.
     Interest  accruing on the note and a monthly  administration  fee is due in
     arrears on the first day of each month. The revolving note matures February
     28, 2003. There are certain financial covenants and reporting  requirements
     associated  with the loan.  Included  in the  financial  covenants  are (1)
     tangible net worth of not less than $43  million,  (2) a quick ratio of not
     less than 2.0 to 1.0,  (3) a debt to  tangible  net worth ratio of not less
     than 0.50 to 1.0,  and (4) capital  expenditures  will not exceed more than
     $7.0 million during any fiscal year.

6.   SERIES B CONVERTIBLE PREFERRED STOCK

     In July 1998, the Company completed a private placement with two investors,
     an affiliate of Credit  Suisse  First  Boston  Corp.  and Capital  Ventures
     International.  Under the terms of the Purchase Agreement,  OrthoLogic sold
     15,000  shares  of Series B  Convertible  Preferred  Stock for $15  million
     (prior  to  costs).   The  Series  B  Convertible   Preferred   Stock  will
     automatically convert, to the extent not previously converted,  into Common
     Stock four years  following  the date of  issuance.  Each share of Series B
     Convertible Preferred Stock is convertible into Common Stock at a per share
     price  equal to the  lesser of the  average of the 10 lowest  closing  bids
     during  the 30 days  prior to  conversion  or, $  3.0353.  In the  event of
     certain  Mandatory  Redemption  Events,  each  holder of Series B Preferred
     Shares will have the right to require the  Company to redeem  those  shares
     for cash at the Mandatory  Redemption  Price.  Mandatory  Redemption Events
     include,  but are not  limited  to: the  failure  of the  Company to timely
     deliver Common Shares as required under the terms of the Series B Preferred
     Shares  or  Warrants;   the  Company's  failure  to  satisfy   registration
     requirements  applicable to such securities;  the failure by the company to
     maintain  the  listing  of its Common  Stock on NASDAQ or another  national
     securities exchange;  and certain transactions involving the sale of assets
     or  business  combinations  involving  the  Company.  In the  event  of any
     liquidation,  dissolution  or  winding  up of the  Company,  holders of the
     Series B Preferred Shares are entitled to receive,  prior and in preference
     to any  distribution  of any assets of the Company to the holders of Common
     Stock,  the Stated Value for each Series B Preferred  Share  outstanding at
     that time. The Purchase  Agreement  contains strict  covenants that protect

                                                                          Page 8
<PAGE>
     against  hedging and  short-selling  of  OrthoLogic  Common Stock while the
     purchasers hold shares of the Series B Convertible Preferred Stock.

     In  connection  with the  private  placement  of the  Series B  Convertible
     Preferred Stock,  OrthoLogic issued to the purchasers  warrants to purchase
     40 shares of Common Stock for each share of Series B Convertible  Preferred
     Stock,  exercisable at $5.50 per share.  These warrants expire in 2008. The
     warrants  were  valued  at  $1,093,980.  Additional  costs  of the  private
     placement were approximately  $966,000.  Both the value of the warrants and
     the  cost of the  private  placement  were  recognized  over  the 10  month
     conversion period ending April 1999 as an "accretion of non-cash  Preferred
     Stock Dividends" for the amount of $617,994 per quarter.  The Company filed
     a registration statement covering the underlying Common Stock.

     Proceeds  from the  private  placement  are being used to fund new  product
     opportunities,  including  SpinaLogic,  Chrysalin and Hyalgan as well as to
     complete the re-engineering of the Company's key business processes.

     As of March 31, 2000, 10,280 shares of Series B Convertible Preferred Stock
     had been converted into 4,147,639 shares of Common Stock.

7.   RELATED PARTIES

     In the second quarter of 1999, the Company  extended the maturity date on a
     loan of  $157,800 to an officer of the Company to  February  15,  2000.  On
     January 27, 2000,  the loan was extended to a maturity date of February 29,
     2000. An additional  loan of $81,200 was entered into with the same officer
     on  January  27,  2000 with a  maturity  date of  February  29,  2000.  The
     principal  and  interest  of both loans  were paid in full on the  maturity
     date.

                                                                          Page 9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
        OF OPERATIONS.

The following is  management's  discussion of significant  factors that affected
the Company's interim financial condition and results of operations. This should
be read in conjunction  with  Management's  Discussion and Analysis of Financial
Condition and Results of Operations  included in the Company's  Annual Report on
Form 10-K for the year ended December 31, 1999.

RESULTS OF OPERATIONS

REVENUES

The Company  reported  revenues of $22.5  million for the first  quarter of 2000
representing a 6.7% increase over revenues of $21.1 million for the same quarter
of 1999.  The  increase in sales is  attributable  to the first full  quarter of
SpinaLogic  sales as well as strong sales for both the OL-1000  product line and
Hyalgan.

GROSS PROFIT

Gross profits  increased from $16.4 million for the three months ended March 31,
1999 to $17.7  million  for the  three  months  ended  March 31,  2000,  an 8.1%
increase.  Gross  profits as a percentage  of revenues was 78.6% for the quarter
compared  to 77.6% for the same  period last year.  The  emphasis in  Continuous
Passive Motion business has been to improve overall  profitability by offsetting
lower-margin  business  during the quarter by expanding more  profitable  market
segments.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and  administrative  expenses for the three months ended March
31, 2000 were $16.3 million, an increase from $15.7 million for the three months
ended March 31, 1999. The largest  component of this increase was for additional
bad debt reserves which is the result of increased sales.

RESEARCH AND DEVELOPMENT

Research and  development  expenses  increased  with expenses of $666,000 in the
three-month period ended March 31, 2000 compared to $520,000 for the same period
last  year.  The  increase  is  attributable  to the costs  associated  with the
addition of a size two single coil OL-1000,  the  development of a new CPM elbow
machine, and the combined Phase I/II human clinical trials for Chrysalin.

OTHER INCOME AND EXPENSES

Other income, consisting primarily of interest income, increased from $57,000 to
$85,000 for the three-month periods ended March 31, 1999 and 2000 respectively.

LIQUIDITY AND CAPITAL RESOURCES

On March 31, 2000 the Company had cash and investments of $7.1 million  compared
to $6.3  million as of December 31,  1999.  The Company has an  available  $10.0
million accounts receivable revolving line of credit with a bank.

                                                                         Page 10
<PAGE>
The Company  anticipates that its cash and short-term  investments on hand, cash
from  operations  and the funds  available from the line of credit and revolving
term loan will be sufficient to meet the Company's  presently projected cash and
working capital requirements for the next 12 months. There can be no assurances,
however,  that this will prove to be the case.  The  timing and  amounts of cash
used will depend on many factors, including the Company's ability to continue to
increase  revenues,  reduce and control its expenditures,  become profitable and
collect amounts due from third party payers. Additional funds may be required if
the Company is not  successful in any of these areas.  The Company's  ability to
continue funding its planned  operations  beyond the next 12 months is dependent
on its ability to generate  sufficient  cash flow to meet its  obligations  on a
timely basis, or to obtain additional funds through equity or debt financing, or
from other sources of financing, as may be required.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This  report  contains  forward-looking  statements  within  the  meaning of the
Private  Securities  Litigation  Reform Act of 1995,  including  projections  of
results of operations  and financial  condition,  statements of future  economic
performance,  and  general or specific  statements  of future  expectations  and
beliefs. The matters covered by such  forward-looking  statements are subject to
known and unknown  risks,  uncertainties  and other  factors which may cause the
actual results,  performance or achievements of the Company to differ materially
from those contemplated or implied by such forward-looking statements. Important
factors which may cause actual  results to differ  include,  but are not limited
to, the following  matters,  which are discussed in more detail in the Company's
Form 10-K, as amended, for the 1999 fiscal year.

The Company  intends to pursue  sales in  international  markets.  The  Company,
however, has had little experience in such markets. Expanded efforts at pursuing
new markets necessarily involves  expenditures to develop such markets and there
can be no assurance that the results of those efforts will be profitable.  There
can be no assurance  that the  Company's  estimates of the market will not cause
the nature and extent of that market to deviate  materially  from the  Company's
expectations.  To  the  extent  that  the  Company  presently  enjoys  perceived
technological advantages over competitiors,  technological innovation by present
or future competitors may erode the Company's position in the market. To sustain
long-term growth, the Company must develop and introduce new products and expand
applications of existing products;  however,  there can be no assurance that the
Company  will be able to do so or that  the  market  will  accept  any  such new
products or applications. The Company operates in a highly regulated environment
and  cannot  predict  the  actions  of  regulatory  authorities.  The  action or
non-action of regulatory authorities may impede the development and introduction
of new  products  and new  applications  for  existing  products,  and may  have
temporary or  permanent  effects on the  Company's  marketing of its existing or
planned  products.  There can be no assurance that the influence of managed care
will continue to grow either in the United States or abroad, or that such growth
will  result  in  greater  acceptance  or sales of the  Company's  products.  In
particular,  there can be no assurance that existing or future  decision  makers
and third party payors within the medical community will be receptive to the use
of  the  Company's  products  or  replace  or  supplement   existing  or  future
treatments.  Moreover,  the  transition  to  managed  care  and  the  increasing
consolidation  underway in the managed care  industry may  concentrate  economic
power  among  buyers  of  the  Company's  products,  which  concentration  could
foreseeable  adversely  affect  the  Company's  margins.  Although  the  company
believes that existing litigation initiated against the Company is without merit
and the Company intends to defend such litigation vigorously, an adverse outcome
of such  litigation  could  have a  material  adverse  effect  on the  Company's
business, financial condition and results of operation.

                                                                         Page 11
<PAGE>
                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See "Note 4 -  Litigation"  of the Notes to  Consolidated  Financial  Statements
above.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          See Exhibit Index  following the signature page which is  incorporated
          herein by reference.

     (b)  Reports on Form 8-K

          None

                                                                         Page 12
<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.


                                ORTHOLOGIC CORP.
                                  (Registrant)


Signature                               Title                           Date
---------                               -----                           ----


/s/ Thomas R. Trotter     President and Chief Executive Officer     May 10, 2000
---------------------     (Principal Executive Officer)
Thomas R. Trotter




/s/ Terry D. Meier        Sr. Vice-President and Chief Financial    May 10, 2000
---------------------     Officer (Principal Financial and
Terry D. Meier            Accounting Officer)

                                                                         Page 13
<PAGE>
                                OrthoLogic Corp.
                 Exhibit Index to Quarterly Report on Form 10-Q
                  For the Quarterly Period Ended March 31, 2000

                                                   Incorporated by        Filed
Exhibit No     Description                          Reference to:       Herewith
----------     -----------                          -------------       --------
   3           Amended and Restated                                         X
               Certificate of Incorporation


   27          Financial Data Schedule                                      X