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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)and(c)AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. ___)(1)
ChromaVision Medical Systems, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
17111P 10 4
(CUSIP Number)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 17111P 10 4 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
XL Vision, Inc. 59-3174083
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 1,432,114
6. SHARED VOTING POWER
7. SOLE DISPOSITIVE POWER 1,432,114
8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,432,114
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%
12. TYPE OF REPORTING PERSON*
CO
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Item 1 (a) Name of Issuer:
ChromaVision Medical Systems, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
33171 Paseo Cervesa
San Juan Capistrano, CA 92675
Item 2 (a) Name of Person Filing:
XL Vision, Inc.
Item 2 (b) Address of Principal Business Office:
10305 102nd Terrace
Sebastian, FL 32958
Item 2 (c) Citizenship:
Delaware
Item 2 (d) Title of Class of Securities:
Common Stock, $.01 par value per share
Item 2 (e) CUSIP Number:
17111P 10 4
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a :
(a) / / Broker or dealer registered under Section 15 of
the Act.
(b) / / Bank as defined in Section 3(a)(6) of the Act.
(c) / / Insurance Company as defined in Section 3(a)(19)
of the Act.
(d) / / Investment Company registered under Section 8 of
the Investment Company Act of 1940.
(e) / / Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940.
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F).
(g) / / Parent Holding Company, in accordance with Rule
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13d-1(b)(ii)(G); see Item 7.
(h) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
Not Applicable
Item 4 Ownership:
(a) Amount Beneficially Owned:
1,432,114
(b) Percent of Class:
8.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,432,114
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
1,432,114
(iv) shared power to dispose or to direct the disposition of:
0
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Not applicable
Item 9 Notice of Dissolution of Group:
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Not applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
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. In executing this statement, the undersigned agrees, to the
extent required by Rule 13d-1(f), that this statement is being filed on
behalf on each of the Reporting Persons herein.
XL VISION, INC.
By: /s/ Gregory W. Haskell
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Gregory W. Haskell
President/COO
Dated: February 2, 1998
