ELECTROSCOPE INC
8-A12G, 1996-06-04
MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES
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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


                                 ELECTROSCOPE, INC. 
             (Exact name of registrant as specified in its charter)


                COLORADO                                   84-1162056
     (State of Incorporation or organization)  (IRS employer identification No.)



4828 STERLING DRIVE, BOULDER, CO                             80301
     (Address of principal executive offices)              (zip code)


IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND IS
EFFECTIVE UPON FILING PURSUANT TO GENERAL INSTRUCTION A.(c)(1), PLEASE CHECK THE
FOLLOWING BOX.  / /

IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND IS TO
BECOME EFFECTIVE SIMULTANEOUSLY WITH THE EFFECTIVENESS OF A CONCURRENT
REGISTRATIN STATEMENT UNDER THE SECURITIES ACT OF 1933, PURSUANT TO GENERAL
INSTRUCTION A.(c)(2), PLEASE CHECK THE FOLLOWING BOX. / /

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

          TITLE OF EACH CLASS                NAME OF EACH EXCHANGE ON WHICH
          TO BE SO REGISTERED                EACH CLASS IS TO BE REGISTERED
          -------------------                ------------------------------


               None                               None



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


                      Common Stock, no par value per share
                      ------------------------------------
                                (Title of Class) 


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ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     This registration statement relates to the registration with the Securities
and Exchange Commission ("Commission") of shares of Common Stock, no par value
per share (the "Common Stock"), of Electroscope, Inc., a Colorado corporation
(the "Registrant").  A description of the Common Stock to be registered
hereunder is set forth under the caption "Description of Securities -- Common
Stock" in the final prospectus filed with the Commission pursuant to Rule 424(b)
in connection with Registration Statement No. 333-4118-D on Form SB-2, which
prospectus is incorporated herein by reference.

ITEM 2.   EXHIBITS.

          3.1  Articles of Incorporation, as amended, of the Registrant.*
          3.2  Bylaws of the Registrant.*
          4.1  Form of Certificate for shares of Common Stock.*




*Similarly denoted as an exhibit to Registration Statement No. 333-4118-D on
Form SB-2 and incorporated herein by reference. 


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                                  SIGNATURE

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


                                       ELECTROSCOPE, INC.



Dated: June 4, 1996                    By: Roger Odell
                                           ----------------------------------
                                           Roger Odell, President and Chief
                                           Executive Officer 






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