CUSIP NO. 048798-10-2

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CUSIP NO. 048798-10-2

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CUSIP NO. 048798-10-2

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             This Amendment No. 2 amends and supplements the Schedule 13D filed on May 2, 2000, by David B. Johnston and Thermal Imaging, Inc., an Oregon corporation, and amended on November 8, 2000 by Thermal Imaging, Inc., Funding Selection, Inc., an Oregon Corporation, David B. Johnston, Nathan Johnston and Adam Johnston (as amended, the “Schedule 13D”) to reflect information required pursuant to Rule 13d-1 of the General Rules and Regulations under the Securities and Exchange Act of 1934, as amended, relating to the execution of an Amended and Restated Voting Agreement, dated December 15, 2000, by and between David B. Johnston, Thermal Imaging, Inc. and Computerized Thermal Imaging, Inc., a Nevada corporation (the “Company”), with respect to shares of common stock, par value $.001 per share (the “Common Stock”), of the Company owned by David Johnston and Thermal Imaging, Inc. Unless otherwise indicated, all responses to this Amendment No. 2 to Schedule 13D apply to each Reporting Person (as defined below). Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

             In connection with his retirement, David Johnston executed a Voting Agreement (the “Original Voting Agreement”), dated October 19, 2000, by and between David Johnston and the Company. The Original Voting Agreement, which has been filed as an exhibit to this Amendment No. 2 to Schedule 13D, is incorporated by reference herein.

             On December 15, 2000, Mr. Johnston and the Company amended and restated the Original Voting Agreement pursuant to an Amended and Restated Voting Agreement, dated December 15, 2000, among David Johnston, Thermal Imaging, Inc. and the Company to make Thermal Imaging, Inc. a party to the Original Voting Agreement and to set forth the voting agreements with respect to the shares of Common Stock of the Company owned of record by David Johnston and Thermal Imaging, Inc. Pursuant to the Amended and Restated Voting Agreement, Mr. Johnston and Thermal Imaging, Inc. agreed to vote (i) any shares of Common Stock owned of record by each of them, whether owned as of the date of the Amended and Restated Voting Agreement or acquired thereafter, (ii) any other shares of the capital stock of the Company over which each of them exercises voting control as of the date of the Amended and Restated Voting Agreement, (iii) any shares acquired by exercise of any options or warrants now or hereafter acquired by either of them and (iv) any shares of capital stock acquired in respect of such shares (the “Voting Shares”) for the election of directors of the Company, and on all other matters that may require the vote of the shareholders, in the same proportion as those shares voted by all shareholders, other than certain shareholders as specified therein. In addition, Mr. Johnston and Thermal Imaging, Inc. granted Richard V. Secord, the Chief Executive Officer of the Company, and Kevin L. Packard, the Chief Financial Officer, Secretary and Treasurer of the Company, an irrevocable proxy, each with the power to act without the other and with power of substitution, with respect to the Voting Shares. The Amended and Restated Voting Agreement, which has been filed as an exhibit to this Amendment No. 2 to Schedule 13D, is incorporated by reference herein.

Item 7.   Material to be Filed as Exhibits

             Exhibit 3. Amended and Restated Voting Agreement

SIGNATURE

             After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

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   *   Previously Filed