SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant...............................................[X]
Filed by a Party other than the Registrant............................[ ]

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                                OrthoLogic Corp.
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                (Name of Registrant As Specified In Its Charter)


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     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

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May 7, 1996



Ms. Jill Lyons
Director, Proxy Advisory Services
Institutional Shareholder Services
7200 Wisconsin Avenue, Suite 1001
Bethesda, MD  20814

RE:  OrthoLogic Corp./1987 Stock Option Plan

Dear Ms. Lyons:

This letter  confirms that  OrthoLogic's  Board of Directors  intends to adopt a
resolution prohibiting the repricing of outstanding stock options.  Furthermore,
the  resolution  disallows the surrender of  outstanding  options in conjunction
with a grant of new options in substitution  therefor at an exercise price lower
than the price of the options surrendered.

Should you have any questions concerning this matter,  please do not hesitate to
contact me at 602.437.5520.

Sincerely,



Allen R. Dunaway
Vice President, Chief Financial Officer