FORM 3           UNITED STATES SECURITIES AND EXCHANGE COMMISSION                          OMB APPROVAL
                             WASHINGTON, D.C. 20549                                   OMB Number    3235-0104
                                                                                      Expires:  September 30, 1998
             INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES                  Estimated average burden
                                                                                      hours per response.......0.5
     Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
         Section 17(a) of the Public Utility Holding Company Act of 1935
             or Section 30(f)of the Investment Company Act of 1940



                                                                                           
1. Name and Address of Reporting Person*  2. Date of Event          4. Issuer Name AND Ticker
                                             Requiring Statement       or Trading Symbol
                                             (Month/Day/Year)
    MORRICE      SUSAN                            6/10/98              3DX TECHNOLOGIES INC. (TDXT)
- ----------------------------------------
    (Last)      (First)      (Middle)     3. IRS or Social Security 5. Relationship of Reporting   6. If Amendment, Date of Original
                                             Number of Reporting       Person(s) to Issuer            (Month/Day/Year)
                                             Person (Voluntary)        (Check all applicable
       511 16TH STREET, SUITE 300               ###-##-####            ---- Director  --X- 10% Owner
- ----------------------------------------                               ---- Officer   ---- Other (specify
               (Street)                                                   (give title           below)
                                                                              below)

   DENVER      COLORADO          80202
- ----------------------------------------                                                           7. Individual or Joint/Group
   (City)       (State)         (Zip)                                                                 Filing (Check Applicable Line)
                                                                                                  -x--Form filed by One Reporting
                                                                                                      Person
                                                                                                  ----Form filed by More than One
                                                                                                      Reporting Person

             TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
- --------------------------------------------------- --------------------------

1. Title of Security              2. Amount of Securities      3. Ownership       4. Nature of Indirect Beneficial Ownership
   (Instr. 4)                        Beneficially Owned           Form:  Direct      (Instr. 5)
                                     (Instr. 4)                   (D) or Indirect
                                                                  (I) (Instr. 5)


   COMMON STOCK                          111,147                         D










Reminder:  Report on a separate line for each class of securities beneficially owned directly or indirectly.                  (Over)
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).                                   SEC 1473 (7-96)






FORM 3 (CONTINUED)
           TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G.,
            PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)


1. Title of Derivative Security   2. Date Exercisable    3. Title and Amount of    4. Conversion   5. Ownership     6. Nature of 
   (Instr. 4)                        and Expiration Date    Securities Underlying     or Exercise     Form of Deri-    Indirect
                                     (Month/Day/Year)       Derivative Security       Price of        vative           Beneficial
                                                            (Instr. 4)                Derivative      Security:        Ownership
                                                                                      Security        Direct (D)       (Instr. 5)
                                     Date Exer-  Expiration               Amount or
                                     cisable     Date           Title     Number of
                                                                          Shares


    OPTION TO PURCHASE                IMMED.      8/10/98     COMMON STOCK  240,905       $1.50           D









Explanation of Responses:







**  Intentional misstatements or omissions of                                           /s/Susan Morrice                   7/8/98
    facts constitute Federal Criminal Violations.                                --------------------------------------    ---------
    See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).                                       **Signature of Reporting Person          Date

Note:   File three copies of this Form, one of which must be manually signed.  If space provided is insufficient,
        See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not                          Page 2
required to respond unless the form displays a currently valid OMB Number.                                           SEC 1473 (8-92)







                              GENERAL INSTRUCTIONS

1. WHO MUST FILE.

     (a) This form must be filed by the following persons ("reporting person"):

          (i) Any director or officer of an issuer with a class of equity
     securities registered pursuant to Section 12 of the Securities Exchange Act
     of 1934 ("Exchange Act");

               Note. Title is not determinative for purposes of determining
          "officer" status. See Rule 16a-1(f) for the definition of "officer";

          (ii) Any beneficial owner of greater than 10 percent of a class of
     equity securities registered under Section 12 of the Exchange Act, as
     determined by voting or investment control over the securities pursuant to
     Rule 16a-1(a)(1) ("10 percent holder");

          (iii) Any officer or director of a registered holding company pursuant
     to Section 17(a) of the Public Utility Holding Company Act of 1935;

          (iv) Any officer, director, member of an advisory board, investment
     adviser, affiliated person of an investment adviser, or beneficial owner of
     more than 10 percent of any class of outstanding securities (other than
     short-term paper) of a registered closed-end investment company, under
     Section 30(f) of the Investment Company Act of 1940; and

          (v) Any trust, trustee, beneficiary or settlor required to report
     pursuant to Rule 16a-8.

     (b) If a reporting person is not an officer, director, or 10 percent
holder, the person should check "other" in Item 5 (Relationship of Reporting
Person to Issuer) and describe the reason for reporting status in the space
provided.

     (c) If a person described above does not beneficially own any securities
required to be reported (see Rule 16a-1 and Instruction 5), the person is
required to file this form and state that no securities are beneficially owned.

2.   WHEN FORM MUST BE FILED.

     (a) This form must be filed within 10 days after the event by which the
person becomes a reporting person (i.e., officer, director, 10 percent holder or
other person). This form and any amendment is deemed filed with the Commission
or the Exchange on the date it is received by the Commission or the Exchange,
respectively. See, however, Rule 16a-3(h) regarding delivery to a third party
business that guarantees delivery of the filing no later than the specified due
date.

     (b) A reporting person of an issuer that is registering securities for the
first time under Section 12 of the Exchange Act must file this form on later
than the effective date of the registration statement.

     (c) A separate form shall be filed to reflect beneficial ownership of
securities of each issuer, except that a single statement shall be filed with
respect to the securities of a registered public utility holding company and all
of its subsidiary companies.

3.   WHERE FORM MUST BE FILED.

     (a) File three copies of this form or any amendment, at least one of which
is manually signed, with the Securities and Exchange Commission, 450 5th Street,
N.W., Washington, DC, 20549.

               Note. Acknowledgement of receipt by the Commission may be
          obtained by enclosing a self-addressed stamped postcard identifying
          the form or amendment filed.

               Alternatively, this form is permitted to be submitted to the
          Commission in electronic format at the option of the reporting person
          pursuant to Rule 101(b)(4) of Regulation S-T.







     (b) At the time this form or any amendment is filed with the Commission,
file one copy with each Exchange on which any class of securities of the issuer
is registered. If the issuer has designated a single Exchange to receive Section
16 filings, the copy shall be filed with that Exchange only.

     (c) Any person required to file this form or amendment shall, not later
than the time the form is transmitted for filing with the Commission, send or
deliver a copy to the person designated by the issuer to receive the copy or, if
no person is so designated, the issuer's corporate secretary (or person
performing similar functions) in accordance with Rule 16a-3(e).

4.   CLASS OF SECURITIES REPORTED.

     (a)(i) Persons reporting pursuant to Section 16(a) of the Exchange Act
shall include information as to their beneficial ownership of any class of
equity securities of the issuer, even though one or more of such classes may not
be registered pursuant to Section 12 of the Exchange Act.

          (ii) Persons reporting pursuant to Section 17(a) of the Public Utility
     Holding Company Act of 1935 shall include information as to their
     beneficial ownership of any class of securities (equity or debt) of the
     registered closed-end investment company (other than "short-term paper" as
     defined in Section 2(a)(38) of the Investment Company Act).

     (b) The title of the security should clearly identify the class, even if
the issuer has only one class of securities outstanding, for example: "Common
Stock," "Class A Common Stock," Class B Convertible Preferred Stock," etc.

     (c) The amount of securities beneficially owned should state the face
amount of debt securities (U.S. Dollar) or the number of equity securities,
whichever is appropriate.

5.   HOLDINGS REQUIRED TO BE REPORTED.

     (a) General Requirements.

     Report holdings of each class of securities of the issuer beneficially
owned as of the date of the event requiring the filing of this form. See
Instruction 4 as to securities required to be reported.

     (b) Beneficial Ownership Reported (Pecuniary Interest).

          (i) Although, for purposes of determining status as a 10 percent
     holder, a person is deemed to beneficially own securities over which that
     person has voting or investment control (see Rule 16a-1(1)), for reporting
     purposes, a person is deemed to be the beneficial owner of securities if
     that person has or shares the opportunity, directly or indirectly, to
     profit or share in any profit derived from a transaction in the securities
     ("pecuniary interest"). See Rule 16a-1(a)(2). See also Rule 16a-8 for
     application of the beneficial ownership definition to trust holdings and
     transactions.

          (ii) Both direct and indirect beneficial ownership of securities shall
     be reported. Securities beneficially owned directly are those held in the
     reporting person's name or in the name of a bank, broker or nominee for the
     account of the reporting person. In addition, securities held as joint
     tenants, tenants in common, tenants by the entirety, or as community
     property are to be reported as held directly. If a person has a pecuniary
     interest, by reason of any contract, understanding or relationship
     (including a family relationship or arrangement), in securities held in the
     name of another person, that person is an indirect beneficial owner of
     those securities. See Rule 16a-1(a)(2)(ii) for certain indirect beneficial
     ownerships.

          (iii) Report securities beneficially owned directly on a separate line
     from those beneficially owned indirectly. Report different forms of
     indirect ownership on separate lines. The nature of indirect ownership
     shall be stated as specifically as possible, for example: "By Self as
     Trustee for X," "By Spouse," "By X Trust," "By Y Corporation," etc.

          (iv) In stating the amount of securities owned indirectly through a
     partnership, corporation, trust, or other entity, report the number of
     securities representing the reporting person's proportionate interest in
     securities beneficially owned by that entity. Alteratively, at the option
     of the reporting person, the entire amount of the entity's interest may be
     reported. See Rule 16a-1(a)(2)(ii)(B) and Rule 16a-1(a)(2)(iii).






          (v) Where more than one person beneficially owns the same equity
     securities, such owners may file Form 3 individually or jointly. Joint and
     group filings may be made by any designated beneficial owner. Holdings of
     securities owned separately by any joint or group filer are permitted to be
     included in the joint filing. Indicate only the name and address of the
     designated filer in Item 1 of Form 3 and attach a listing of the names and
     IRS or social security numbers (or addresses in lieu thereof) of each other
     reporting person. Joint and group filings must include all required
     information for each beneficial owner, and such filings must be signed by
     each beneficial owner, or on behalf of such owner by an authorized person.
     If the space provide for signatures is insufficient, attach a signature
     page. Submit any attached listing of names or signature on another Form 3,
     copy of Form 3 or separate page of 8 1/2 by 11 inch white paper, indicate
     the number of pages comprising the report (Form plus attachments) at the
     bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3), and include the
     name of the designated filer and information required by Items 2 and 4 of
     the Form on the attachment.

     (c) Non-Derivative and Derivative Securities.

          (i) Report non-derivative securities beneficially owned in Table I and
     derivative securities (e.g., puts, calls, options, warrants, convertible
     securities, or other rights or obligations to buy or sell securities)
     beneficially owned in Table II. Derivative securities beneficially owned
     that are both equity securities and convertible or exchangeable for other
     equity securities (e.g., convertible preferred securities) should be
     reported only on Table II.

          (ii) The title of a derivative security and the title of the equity
     security underlying the derivative security should be shown separately in
     the appropriate columns in Table II. The "puts" and "calls" reported in
     Table II include, in addition to separate puts and calls, any combination
     of the tow, such as spreads and straddles. In reporting an option in Table
     II, state whether it represents a right to buy, a right to sell, an
     obligation to buy, or an obligation to sell the equity securities subject
     to the option.

          (iii) Describe in the appropriate columns in Table II characteristics
     of derivative securities, including title, exercise or conversion price,
     date exercisable, expiration date, and the title and amount of securities
     underlying the derivative security.

          (iv) Securities constituting components of a unit shall be reported
     separately on the applicable table (e.g., if a unit has a non-derivative
     security component and a derivative security component, the non-derivative
     security component shall be reported on Table I and the derivative security
     component shall be reported in Table II). The relationship between
     individual securities comprising the unit shall be indicated in the space
     provided for explanation of responses.

6.   ADDITIONAL INFORMATION.

     If the space provided in the line items of this Form or space provided for
additional comments is insufficient, attach another Form 3, copy of Form 3 or a
separate page of 8 1/2 by 11 inch white paper to Form 3, completed as
appropriate to include the additional comments. Each attached page must include
information required in Items 1, 2 and 4 of the Form. The number of pages
comprising the report (Form plus attachments) shall be indicated at the bottom
of each report page (e.g., 1 of 3, 2 of 3, 3 of 3). If additional information is
not provided in this manner, it will be assumed that no addition information was
provided.

7.   SIGNATURE.

     (a) If the form is filed for an individual, it shall be signed by that
person or specifically on behalf of the individual by a person authorized to
sign for the individual. If signed on behalf of the individual by another
person, the authority of such person to sign the form shall be confirmed to the
Commission in writing in an attachment to the form or as soon as practicable in
an amendment by the individual for whom the form is filed, unless such a
confirmation still in effect with the Commission. The confirming statement need
only indicate that the reporting person authorizes ad designates the named
person or persons to file the form on the reporting person's behalf, and state
the duration of the authorization.

     (b) If the form is filed for a corporation, partnership, trust or other
entity, the capacity in which the individual signed shall be set forth (e.g.,
John Smith, Secretary, on behalf of X Corporation).