UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

March 10, 2006

APPLIED IMAGING CORP.

(Exact name of registrant as specified in its charter)

Delaware

0-21371

77-0120490

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

120 Baytech Drive

San Jose, California 95134

(Address of principal executive offices, including zip code)

(408) 719-6400

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On March 16, 2005, Applied Imaging Corp. filed a Form 8-K announcing that it closed a private placement on March 14, 2006, in which it sold 773,812 shares of its common stock at a price of $1.68 per share, raising approximately $1.3 million in gross proceeds and $1.1 million net from certain investors. The Form 8-K contained a typographical error as to the warrants exercisable for shares of Applied Imaging common stock issued to individuals affiliated with Bathgate Capital Partners LLC, Applied Imaging’s placement agent for the transaction. The Form 8-K disclosed warrants exercisable for 19,345 shares of Applied Imaging common stock were issued to such individuals. The correct figure should be warrants exercisable for 77,382 shares.

Item 3.02. Unregistered Sales of Equity Securities.

The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


APPLIED IMAGING CORP.

By:		/s/ Terence Griffin
		Terence Griffin Chief Financial Officer

Date: March 17, 2006

APPLIED IMAGING CORP 8-K/A