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                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          VENTANA MEDICAL SYSTEMS, INC.
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                              94-2976937
(STATE OF INCORPORATION OR ORGANIZATION)   (I.R.S. EMPLOYER IDENTIFICATION NO.)

   3865 N. BUSINESS CENTER DRIVE, TUCSON, ARIZONA        85705
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)            (ZIP CODE)


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


                                      NONE


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:


                          COMMON STOCK $0.001 PAR VALUE
                                (TITLE OF CLASS)
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ITEM 1.           DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

                  INCORPORATED BY REFERENCE TO PAGE 64 OF THE PRELIMINARY
                  PROSPECTUS CONTAINED REGISTRANT'S REGISTRATION STATEMENT ON
                  FORM S-1 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
                  MAY 24, 1996 (THE "S-1 REGISTRATION STATEMENT").

ITEM 2.           EXHIBITS

                  The following exhibits are filed as a part of this
                  registration

                    *1.    FORM OF SPECIMEN CERTIFICATE FOR REGISTRANT'S COMMON
                           STOCK.

                   **2.    RESTATED CERTIFICATE OF INCORPORATION AS AMENDED OF
                           REGISTRANT.

                  ***3.    FORM OF AMENDED AND RESTATED CERTIFICATE OF 
                           INCORPORATION OF REGISTRANT EFFECTING A REVERSE STOCK
                           SPLIT.

                 ****4.    FORM OF AMENDED AND RESTATED CERTIFICATE OF
                           INCORPORATION OF REGISTRANT TO BE FILED AFTER CLOSING
                           OF THE OFFERING MADE PURSUANT TO THE REGISTRATION
                           STATEMENT ON FORM S-1.

                *****5.    FORM OF BYLAWS TO BE EFFECTIVE ON OR ABOUT THE 
                           CLOSING OF THE OFFERING MADE UNDER THIS REGISTRATION
                           STATEMENT.

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       *  INCORPORATED BY REFERENCE TO EXHIBIT 4.1 TO THE REGISTRATION 
          STATEMENT.
      **  INCORPORATED BY REFERENCE TO EXHIBIT 3.1(i)(a) TO THE REGISTRATION 
          STATEMENT.
     ***  INCORPORATED BY REFERENCE TO EXHIBIT 3.1(i)(b) TO THE REGISTRATION 
          STATEMENT.
    ****  INCORPORATED BY REFERENCE TO EXHIBIT 3.1(i)(c) TO THE REGISTRATION 
          STATEMENT.
   *****  INCORPORATED BY REFERENCE TO EXHIBIT 3.1(ii) TO THE REGISTRATION 
          STATEMENT.
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                                    SIGNATURE

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

Date:    June 24, 1996                            VENTANA MEDICAL SYSTEMS, INC.



                                                  By:/s/ R. MICHAEL RODGERS
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                                                     R. Michael Rodgers
                                                     Vice President Finance,
                                                     Chief Financial Officer