FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             ----------------------

                                 CURRENT REPORT

                         Pursuant to Section 13 of 15(d)
                   of the Securities and Exchange Act of 1934

                             -----------------------

                          Date of Report: June 28, 1996

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

        Delaware                       0-21214                   86-0585310
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(State or other jurisdiction       (Commission File           (I.R.S. Employer
     of incorporation)                  Number)              Identification No.)

   2850 S. 36TH STREET, #16, PHOENIX, ARIZONA                        85034
   ------------------------------------------                        -----
   (Address of principal executive offices)                        (Zip Code)





       Registrant's telephone number, including area code: (602) 437-5520
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Item 5.  Other Events.

         This Report contains forward-looking statements which are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These  forward-looking  statements  involve risks and  uncertainties  that
could  cause  actual  results  to  differ  materially  from the  forward-looking
material.  Factors which could cause or contribute to such differences  include,
but are not limited to, the  uncertainties  associated  with  regulatory  review
processes (including potential withdrawal of regulatory approvals, imposition of
labeling restrictions and other regulatory  procedures),  NASD review (including
possible intensified scrutiny and sanctions) and litigation  (including judicial
interpretation   of  the  facts  and/or  law   differing   from  the   Company's
interpretation),   the  response  of  the  market,  customers  and  analysts  to
announcements  regarding such processes and  litigation,  and the "Risk Factors"
set forth in the Company's  prospectus dated April 25, 1996. The forward-looking
statements should be considered in light of these risks and uncertainties.

         1. FDA Warning Letter.  OrthoLogic  Corp.  (the  "Company")  received a
warning  letter  from the FDA dated May 31, 1996  regarding  the  promotion  and
custom   configurations  of  the  Company's   OrthoLogic   1000(R)  Bone  Growth
Stimulator.  The FDA letter expressed  concerns regarding  representations  with
respect to using patient registry data,  promotion of the OrthoLogic 1000(R) for
new  indications  without an approved  supplemental  application  and changes in
design or physical  layout of the device for these new indications and using the
FDA name in promotional literature. The Company has submitted a written response
to the FDA, which provides additional  information necessary for a more complete
understanding of the issues and proposes certain modifications and corrections.

         According  to Dr. Allan  Weinstein,  the  Company's  Chairman and Chief
Executive Officer,  "this warning letter deals with concerns that have no effect
on OrthoLogic's  core business which is the promotion and sale of the OrthoLogic
1000(R) for non-union fractures.  We believe that these concerns can be resolved
with the FDA  expeditiously  and will have no material adverse effect on product
sales."

         2. Shareholder Lawsuits and NASD Inquiry. The Company has been named in
a lawsuit filed in the Maricopa County  (Arizona)  Superior Court on behalf of a
stockholder claiming the Company made false and misleading statements pertaining
to its  OrthoLogic  1000(R) Bone Growth  Stimulator  in an effort to inflate the
price of its common  stock.  The  lawsuit  also names  Allan M.  Weinstein,  the
Company's  Chairman  and  Chief  Executive  Officer  as  co-defendant.   In  the
complaint,  which was served on the Company June 24, 1996,  the plaintiff  seeks
class action  status to represent all buyers of  OrthoLogic's  common stock from
April 1 to June 17, 1996.  On June 24, 1996,  the Company also  received  notice
that the National Association of Securities Dealers, Inc., NASD, is conducting a
routine review of trading activity in the Company's stock. The Company is in the
process of preparing its response to the allegations as set forth in the lawsuit
and the NASD inquiry.

         According to Dr.  Weinstein,  "this  lawsuit seeks to exploit a drop in
the Company's  common stock price . . . that  occurred  after  dissemination  of
information  about a warning  letter  issued  to the  Company  by the FDA.  This
warning letter deals with concerns that are not expected to impair  OrthoLogic's
core  business,  which  is the  promotion  and sale of the  OrthoLogic  1000 for
non-union fractures. We believe that these concerns can be resolved with the FDA
expeditiously  and will have no material  adverse effect on product sales.  As a
result,  the Company  intends to defend the lawsuit  vigorously.  The Company is
also  preparing  a written  response  to the  NASD,  which  provides  additional
information necessary for a more complete understanding of the issues."

         On June 25, 1996,  the Company was served in a lawsuit in Federal court
claiming  the Company made false and  misleading  statements  pertaining  to its
OrthoLogic 1000(R) Bone Stimulator.  The lawsuit is a class action complaint for
violation of federal securities laws. The lawsuit also names Allan M. Weinstein,
the Company's Chairman and Chief Executive Officer as co-defendant.  The Company
is also in the process of preparing its response to the allegations as set forth
in this lawsuit and intends to defend the lawsuit vigorously.

         3. New President and Chief Operating  Officer.  Effective July 1, 1996,
George A. Oram,  Jr. will become the  Company's  President  and Chief  Operating
Officer. Mr. Oram, 48, will assume  responsibility for the day-to-day operations
of the Company. Allan M. Weinstein, 51, who founded the Company in 1987, and has
since served as its  President  and Chief  Executive  Officer,  will continue as
OrthoLogic's Chairman and Chief Executive Officer.

         Mr.  Oram,  a member of  OrthoLogic's  Board of  Directors  since 1992,
departs Fibromed,  Inc., a pharmaceutical company engaged in developing products
for the prevention  and treatment of fibrosis,  where he has served as President
and Chief Executive Officer since 1995. Previously, Oram was President and Chief
Operating  Officer of Biomatrix,  Inc., a medical  products company from 1987 to
1994. Prior to joining  Biomatrix,  he was President and Chief Operating Officer
of EBI Medical  Systems,  Inc., an orthopedic  device company,  and held various
executive positions during an eleven-year career at Johnson and Johnson. Oram is
a member  of the  Board of  Directors  of  OsteoDyne,  Inc.,  a  privately  held
musculoskeletal device manufacturer.

                                   SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereto duly authorized.


                                                     ORTHOLOGIC CORP.



Date:   June 28, 1996                   By:  /s/ Allen R. Dunaway
                                            ------------------------------------
                                                 Allen R. Dunaway
                                                 Vice President, Chief
                                                 Financial Officer and Secretary