SPECTRX INC
8-A12G, 1997-06-11
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-A

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




                                  SPECTRX, INC.
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             (Exact name of Registrant as specified in its charter)



        Delaware                                      (58-2029543)
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  (State of incorporation or              (I.R.S. Employer Identification No.)





Securities to be registered pursuant to Section 12(b) of the Act:

                                      None
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Securities to be registered pursuant to Section 12(g) of the Act:

                    Common Stock, #.001 par value per share
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                                (Title of Class)


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Item 1.  Description of Registrants's Securities to be Registered

         Incorporated by reference to "Description of Capital Stock" of the
         Registrant's Registration Statement on Form S-1 filed with the
         Securities and Exchange Commission on February 27, 1997; to
         "Description of Capital Stock" of Amendment No. 1 to the Registration
         Statement on Form S-1 filed with the Securities and Exchange
         Commission on April 24, 1997; and "Description of Capital Stock"
         of Amendment No. 2 to the Registration Statement on Form S-1 filed     
         with the Securities and Exchange Commission on June 10, 1997.

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 of Registrant.**

         3.  Bylaws of Registrant.***

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*     Incorporated by reference to Exhibit 4.1 to the Registration Statement.
**    Incorporated by reference to Exhibit 3.2 to the Registration Statement.
***   Incorporated by reference to Exhibit 3.3 to the Registration Statement.


                                  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 10, 1997             SpectRx, Inc.
                           
                                By:   /s/ Mark A. Samuels
                                      -------------------------------------
                                      Mark A. Samuels
                                      President and Chief Executive Officer



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