SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

  INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
               AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

                               (Amendment No. 2)(1)

                       ChromaVision Medical Systems, Inc.
                                (Name of Issuer)

                     Common Stock, $0.01 Par Value Per Share
                         (Title of Class of Securities)

                                   17111P 10 4
                                 (CUSIP Number)

                            N. Jeffrey Klauder, Esq.
                800 The Safeguard Building, 435 Devon Park Drive
                              Wayne, PA 19087-1945
                                 (610) 293-0600
--------------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                  June 13, 2002
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

                         (Continued on following pages)

(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 the 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).



CUSIP No. 17111P 10 4                13D                            Page 2 of 19

1        NAME OF REPORTING PERSON
                  Safeguard Scientifics, Inc.

         S.S.  OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                  23-1609753

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)   /  /
                                                                     (b)   /  /
3        SEC USE ONLY

4        SOURCE OF FUNDS
                  WC

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEMS 2(d) OR 2(e) /  /

6        CITIZENSHIP OR PLACE OF ORGANIZATION
                  Pennsylvania

NUMBER OF                  7       SOLE VOTING POWER
SHARES                                      -0-
BENEFICIALLY
OWNED BY                   8       SHARED VOTING POWER
EACH                                        14,566,022
REPORTING
PERSON WITH                9       SOLE DISPOSITIVE POWER
                                            -0-

                           10      SHARED DISPOSITIVE POWER
                                            13,647,304

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  14,566,022

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES*                                                           /x/

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  51.4 %

14       TYPE OF REPORTING PERSON
                  CO

* Excludes an aggregate of 45,915 shares of common stock held by certain
executive officers and directors of Safeguard Scientifics, Inc. and 501(c)(3)
foundations, trusts and limited partnerships that are either controlled by them
or over which they exercise shared voting or dispositive power. Safeguard
Scientifics, Inc. disclaims beneficial ownership of such shares.



CUSIP No. 17111P 10 4                13D                            Page 3 of 19

1        NAME OF REPORTING PERSON
                  Safeguard Delaware, Inc.

         S.S.  OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                  52-2081181

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a)  /  /
                                                                 (b)  /  /
3        SEC USE ONLY

4        SOURCE OF FUNDS
                  AF

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEMS 2(d) OR 2(e) /  /

6        CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

NUMBER OF              7       SOLE VOTING POWER
SHARES                                  -0-
BENEFICIALLY
OWNED BY               8       SHARED VOTING POWER*
EACH                                    10,802,689
REPORTING
PERSON                 9       SOLE DISPOSITIVE POWER
                                        -0-

                       10      SHARED DISPOSITIVE POWER
                                        9,883,971

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  10,802,689

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES    / x /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  38.1%

14       TYPE OF REPORTING PERSON
                  CO

* Pursuant to Rule 13d-5(b) under the Securities Exchange Act of 1934, as
amended, the filing persons may have acquired beneficial ownership of 918,718
shares of ChromaVision Medical Systems, Inc. common stock by virtue of voting
agreements and irrevocable proxies which are described in Items 3 and 6 of this
report.



CUSIP No. 17111P 10 4                13D                            Page 4 of 19

1        NAME OF REPORTING PERSON
                  Safeguard Scientifics (Delaware), Inc.

         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                  51-0291171

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP      (a)   /  /
                                                               (b)   /  /
3        SEC USE ONLY

4        SOURCE OF FUNDS
                  AF

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEMS 2(d) OR 2(e)  /  /

6        CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

NUMBER OF                7       SOLE VOTING POWER
SHARES                                    -0-
BENEFICIALLY
OWNED BY                 8       SHARED VOTING POWER
EACH                                      3,438,721
REPORTING
PERSON                   9       SOLE DISPOSITIVE POWER
                                          -0-

                         10      SHARED DISPOSITIVE POWER
                                          3,438,721

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  3,438,721

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES   /  /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  13.7%

14       TYPE OF REPORTING PERSON
                  CO



CUSIP No. 17111P 10 4                13D                           Page 5 of 19

1        NAME OF REPORTING PERSON
                  Safeguard 98 Capital, L.P.

         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                  52-2081182

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP      (a)  /  /
                                                               (b)  /  /
3        SEC USE ONLY

4        SOURCE OF FUNDS
                  AF

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEMS 2(d) OR 2(e)  /  /

6        CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

NUMBER OF               7       SOLE VOTING POWER
SHARES                                   -0-
BENEFICIALLY
OWNED BY                8       SHARED VOTING POWER
EACH                                     324,612
REPORTING
PERSON                  9       SOLE DISPOSITIVE POWER
                                         -0-

                        10      SHARED DISPOSITIVE POWER
                                         324,612

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  324,612

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES  /  /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  1.3%

14       TYPE OF REPORTING PERSON
                  PN



                                                                   Page 6 of 19

The following information supplements and amends the information contained in
the Schedule 13D and Amendment No. 1 thereto previously filed by Safeguard
Scientifics, Inc. ("Safeguard") relating to the ownership by its subsidiaries of
the common stock, $0.01 par value per share ("Common Stock"), of ChromaVision
Medical Systems, Inc., a Delaware corporation (the "Company") listed on the
cover pages of this amendment.

ITEM 2.           IDENTITY AND BACKGROUND

No change except as follows:

(a) - (c) This Schedule 13D is being filed by Safeguard, Safeguard Delaware,
Inc. ("SDI"), Safeguard Scientifics (Delaware), Inc. ("SSD"), and Safeguard 98
Capital L.P. ("Safeguard 98") (collectively, the "Reporting Persons" and,
individually, a "Reporting Person"). Safeguard is a leader in building and
operating technology companies in three principal areas: business and IT
services, software and emerging technologies. SSD and SDI are wholly owned
subsidiaries of Safeguard. SDI is the general partner of Safeguard 98, a limited
partnership organized under the laws of Delaware, and has sole voting and
dispositive power over the securities owned by Safeguard 98. Set forth in
Schedule I annexed hereto are the name, identity and background of each
Reporting Person and set forth in Schedules II, III and IV is the information
required by Item 2 of Schedule 13D about the identity and background of each
Reporting Person's directors, executive officers and controlling persons, if
any.

ITEM 3.           SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Pursuant to the terms of the Securities Purchase Agreement dated July 10, 2001,
to which the Company and SDI were parties, SDI acquired from the Company, for an
aggregate purchase price of $500,000, 500 shares of the Series D 5% Cumulative
Convertible Preferred Stock ("Series D Stock") of the Company and a five-year
warrant to purchase 21,865 shares of common stock of the Company at a per share
exercise price of $6.8604. The funds used in making such purchase came from the
general working capital of Safeguard.


On June 13, 2002, SDI and Safeguard entered into a Securities Purchase Agreement
with the Company (the "Securities Purchase Agreement") that provided for the
transactions described below. The following discussion includes a summary of the
agreements being filed as exhibits to this Schedule, is necessarily limited in
scope and is qualified in its entirety by reference to the complete terms of
those agreements.

         PURCHASE OF COMMON STOCK. The aggregate number of shares of Common
Stock to be purchased by SDI under the Securities Purchase Agreement is
4,416,404 at a price per share of $1.585. Of that amount, 4,053,641 shares were
purchased on June 13, 2002 for $6,425,021. An additional 100 shares will be
purchased on July 11, 2002, and the remaining 362,663 shares will be purchased
only after obtaining the approval of the Company's stockholders at a special
meeting expected to be held by August 31, 2002 (as discussed below). The funds
used in the transactions described in this Item 3 came from the general working
capital of Safeguard.

         PURCHASE OF SERIES D PREFERRED STOCK. SDI entered into six separate
Stock Purchase Agreements, each dated as of June 13, 2002, with each of the
holders of the Company's Series D 5% Cumulative Convertible Preferred Stock, par
value $.01 (the "Series D Preferred Stock") other than SDI (the "Stock Purchase
Agreements"). The number of shares of Series D Preferred Stock acquired by SDI
on June 13, 2002 pursuant to the six separate Stock Purchase Agreements was
10,730 out of 12,500 shares outstanding. The shares acquired have an aggregate
redemption price and liquidation preference of $10,730,000. SDI was the original
purchaser and is the current holder of 500 shares of Series D Preferred Stock
having a redemption price and liquidation preference of $500,000. The remaining
1,270 shares of Series D Preferred Stock not purchased by SDI pursuant to the
Stock Purchase Agreements were separately converted by each of the holders
thereof into an aggregate of 819,290 shares of Common Stock after the sale of
the other shares of Series D Preferred Stock to SDI and after SDI's purchase of
Common Stock from the Company pursuant to the Securities Purchase Agreement. The
conversion occurred in accordance with the terms of the Series D Preferred Stock
at a price of $1.585 per share. Under the terms of the Series D Preferred Stock,
the conversion price, which had been $6.5746 per share, automatically adjusts to
any price at which shares of Common Stock are issued if that price is lower than
the then effective conversion price. As a result of SDI's purchase of Common
Stock on June 13, 2002 pursuant to the Securities



                                                                   Page 7 of 19


Purchase Agreement, the conversion price of the Series D Preferred Stock was
automatically reduced to $1.585 per share.

         The full conversion of the Series D Preferred Stock is subject to a
limitation in the certificate of designations by which the Series D Preferred
Stock was created that, without stockholder approval, the number of shares of
Common Stock issuable upon conversion of the Series D Preferred Stock, together
with the number of shares paid as dividends thereon or issued upon exercise of
the warrants to purchase Common Stock issued in connection with the issuance of
the Series D Preferred Stock in July 2001, cannot exceed 4,002,547 shares in the
aggregate. That number represented 19.9% of the number of shares of Common Stock
outstanding when the Series D Preferred Stock was issued. At present, the
aggregate number of shares into which the Series D Preferred Stock held by SDI
is convertible, taking into account the 19.9% limitation, the conversions that
have already taken place and the dividends that have been issued to date, is
3,112,941 shares.

         SDI has agreed with the Company that, upon obtaining approval of the
stockholders at the upcoming special meeting, it will convert all of the
remaining shares of Series D Preferred Stock into Common Stock, provided that:

                  -        stockholder approval is obtained by September 11,
                           2002,

                  -        no litigation, arbitration or administrative
                           proceeding is then pending before any court or
                           governmental or regulatory authority which, in the
                           reasonable judgment of Safeguard, would make the
                           conversion of all of the shares of Series D Preferred
                           Stock then owned by SDI imprudent, and

                  -        no temporary restraining order, preliminary
                           injunction or permanent injunction issued by any
                           court of competent jurisdiction or any governmental
                           or regulatory authority has been issued restraining
                           or prohibiting SDI from converting the shares of
                           Series D Preferred Stock.

         If stockholder approval is not obtained by September 11, 2002, SDI will
have the right to have the shares of Series D Preferred Stock owned by it
redeemed by the Company for $13,476,000. The Company would also be obligated to
pay SDI a $700,000 fee.

         VOTING AGREEMENTS AND IRREVOCABLE PROXIES. After each of the holders of
the Series D Preferred Stock other than SDI separately sold shares of Series D
Preferred Stock to SDI and each of them separately exercised its conversion
rights with respect to any shares of Series D Preferred Stock they retained as
described above, each of those parties separately gave SDI an irrevocable proxy
to vote the shares of Common Stock issued upon such conversion, as well as any
other shares thereafter acquired, at all meetings of stockholders, including the
special meeting to be held to approve the matters referred to below. The
aggregate number of shares of Common Stock subject to those proxies as a result
of the conversion of the shares of Series D Preferred Stock retained by the
former holders is 819,920. In addition, three directors and two officers of the
Company entered into voting agreements with SDI in which they agreed to vote an
aggregate of 99,428 shares of Common Stock in favor of the proposals to be
considered at the special meeting of stockholders and against certain other
matters that could be reasonably expected to impede, interfere with, delay,
postpone or materially adversely affect the transaction.

         GUARANTEE OF DEBT FINANCING. In connection with the transactions
described herein, Safeguard has agreed to provide credit support to the Company.
The guarantee may be in the form of a traditional contractual guarantee, a
letter of credit or some other form of credit enhancement that is reasonably
acceptable to the lender. Safeguard will receive commercially reasonable
compensation for providing any such credit enhancement.

         SDI WARRANT AND RIGHT OF FIRST REFUSAL. The Company has agreed to issue
to SDI a warrant to purchase up to 975,000 shares of Common Stock (the "SDI
Warrant") to protect it against dilution from the exercise of certain
outstanding options and warrants held by others that are exercisable to purchase
additional shares of Common Stock. Under the terms of the SDI Warrant, SDI is
entitled to purchase one share of Common Stock for every share of Common Stock
as to which any such other option or warrant is exercised. The exercise price
payable by SDI will be equal to the exercise price of any such other option or



                                                                    Page 8 of 19


warrant. The issuance of the SDI Warrant is conditioned upon obtaining
stockholder approval at the upcoming special meeting as described below.

         The Company has also agreed that SDI will have a right of first refusal
to purchase its pro-rata share of all equity securities that the Company
proposes to sell and issue in the future (other than compensatory grants of
stock options to directors, officers, employees and consultants). The pro-rata
share of SDI under the right of first refusal will be determined on an
as-converted basis, which means giving effect to the issuance of all shares of
capital stock which can be acquired from the Company or any wholly-owned
subsidiary of the Company upon conversion or exercise in full of purchase rights
under the terms of any Common Stock, Preferred Stock or other security which is
convertible or exercisable to acquire any Common Stock or Preferred Stock. The
right of first refusal will be binding upon the Company only if it is approved
by the stockholders at the upcoming special meeting as described below. The
Company cannot make any compensatory grants of stock options to employees,
officers, directors, consultants or advisors ("Compensatory Grants") without the
written consent of SDI for the period specified in "Covenants of the Company"
below. SDI has agreed not to unreasonably withhold such consent, but the
agreement provides that it will be reasonable for Safeguard to withhold consent
unless the Company grants SDI a warrant or comparable stock purchase right (a
"SDI Compensatory Grant") to acquire, at a price equal to the per share exercise
price of the Compensatory Grant, a number of shares of Common Stock so that, if
all of such Compensatory Grants were exercised in full, SDI would be entitled to
acquire under the SDI Compensatory Grant one share of Common Stock more than the
recipients of the Compensatory Grants would be entitled to acquire.

         COVENANTS OF THE COMPANY. Pursuant to the terms of the Securities
Purchase Agreement, the Company has entered into a number of additional
covenants with SDI relating to the capital stock of the Company, including the
following:

                  -        The Company will not engage in a number of specified
                           actions or enter into any agreement with respect to
                           any such actions without the prior written consent of
                           SDI, including but not limited to disposing of assets
                           outside the ordinary course of business, issuing any
                           equity securities other than certain compensatory
                           grants of stock options, increasing the number of
                           shares available for grant under the Company's stock
                           option or other similar benefit plans, declaring any
                           dividend on any class or series of stock, incurring
                           indebtedness in excess of $5,000,000, acquiring any
                           other business or making any equity investment in
                           another business, making certain amendments to its
                           certificate of incorporation or by-laws, entering
                           into any transaction with any officer or director of
                           the Company or holder of capital stock of the Company
                           or any member of their respective immediate families
                           or entities controlled by one or more of the
                           foregoing or make or permit any material change in
                           the nature of the Company's business except as
                           contemplated by the Company's business plan and
                           certain other transactions. These covenants expire on
                           the earliest of June 30, 2004, the date that SDI and
                           its affiliates no longer own greater than 40% of the
                           voting power of all outstanding securities of the
                           Company entitled to vote generally in the election of
                           directors or the date SDI or any of its affiliates
                           disposes of any equity security of the Company
                           (excluding a transfer to an affiliate).

                  -        The Company will create a committee of its board of
                           directors comprised of three directors satisfying the
                           independence standards of the rules of the Nasdaq
                           Stock Market, Inc., and these directors will be
                           tasked with considering and, if appropriate,
                           approving any transactions between the Company and
                           officers, directors or holders of more than 5% of the
                           outstanding shares of any class of voting securities
                           of the Company, which would include SDI and its
                           affiliates.

         The Company has also entered into a Registration Rights Agreement,
dated as of June 13, 2002, with SDI (the "Registration Rights Agreement")
pursuant to which SDI and its affiliates have rights to have shares of Common
Stock owned by SDI and its affiliates registered under the Securities Act of
1933.

         COVENANTS OF SAFEGUARD. SDI has agreed with the Company that neither it
nor any of its affiliates will sell a number of shares of Common Stock greater
than 30% of the number



                                                                    Page 9 of 19


of shares of Common Stock then outstanding in any transaction or series of
transactions unless the other stockholders of the Company are afforded the right
to sell to the proposed purchaser, at the same price per share and on the same
terms and conditions, the same proportion of their shares of Common Stock as the
proposed sale represents with respect to the aggregate number of shares of
Common Stock then owned by SDI and its affiliates. That covenant expires on June
13, 2005 and does not apply to a sale of Common Stock in a broadly disseminated
public offering or a broker's transaction under Rule 144 of the Securities and
Exchange Commission adopted under the Securities Act of 1933.

         SDI has also agreed that, unless permitted by the affirmative vote of
the committee of independent directors designated to consider and approve
related party transactions or a vote of the holders of a majority of the
outstanding securities of the Company entitled to vote generally on the election
of directors (excluding shares held by Safeguard and its affiliates), it will
cause all directors of the Company who are employees of Safeguard or any of its
affiliates or who are appointed or nominated for election to the board of
directors of the Company at the request of SDI to vote in favor of the election
of three directors meeting the independence requirements of the rules of the
Nasdaq Stock Market, Inc. to the Company's Audit Committee and to the committee
of the board of directors referred to above tasked to consider and approve
related party transactions.

         STOCKHOLDERS MEETING. As indicated above, the Company intends to hold a
special meeting of stockholders by August 31, 2002 at which the stockholders
will vote upon the following matters:

                  -        the issuance to SDI of the additional 362,663 shares
                           of Common Stock referred to above;

                  -        the granting to SDI of the SDI Warrant to purchase
                           975,000 additional shares of Common Stock;

                  -        the conversion of the Series D Preferred Stock into a
                           number of shares that exceeds the 19.9% limit
                           referred to above; and

                  -        the right of first refusal pursuant to which
                           Safeguard would be able to acquire additional equity
                           securities of the Company, including the SDI
                           Compensatory Grants described above.


ITEM 4.  PURPOSE OF TRANSACTION

         The purpose of the transactions described herein was to acquire
additional shares of Common Stock and to provide the Company with needed working
capital. Furthermore, the transactions will improve the Company's balance sheet
and capital structure.

         (A) Following stockholder approval, SDI will acquire additional shares
of Common Stock from the Company and is obligated (subject to certain
exceptions) to fully convert the shares of Series D Preferred Stock then owned
by it into shares of Common Stock, all as more fully described in Item 3. If
stockholder approval is not obtained, none of SDI, Safeguard or any of their
affiliates currently has any plans to acquire additional shares of capital stock
of the Company.

         (B)      Not applicable.

         (C)      Not applicable.

         (D) The Securities Purchase Agreement provides that the Company must
request that its board of directors appoint or nominate for election by the
stockholders to the Board, nominees designated by Safeguard, provided that the
number of nominees so designated, if appointed or elected, plus all other
directors previously so designated and appointed or nominated or who are
directors, officers or employees of Safeguard or any of its Affiliates
("Safeguard Directors"), would not be greater than the number of incumbent
directors plus one. As used in the preceding sentence, the term "incumbent
directors" shall mean all members of the Company's board of directors who are
not Safeguard Directors. Provided that there exists at least one Safeguard
Director, the Company will cause a Safeguard Director



                                                                   Page 10 of 19


to be a member of each committee of the board of directors of the Company except
for the Related Party Transactions Committee and the Audit Committee.

         (E) SDI has agreed with the Company that, upon obtaining approval of
the stockholders at the special meeting as described above, it will convert all
of the remaining shares of Series D Preferred Stock into Common Stock, provided
that:

                  -        stockholder approval is obtained by September 11,
                           2002,

                  -        no litigation, arbitration or administrative
                           proceeding is then pending before any court or
                           governmental or regulatory authority which, in the
                           reasonable judgment of Safeguard, would make the
                           conversion of all of the shares of Series D Preferred
                           Stock then owned by SDI imprudent, and

                  -        no temporary restraining order, preliminary
                           injunction or permanent injunction issued by any
                           court of competent jurisdiction or any governmental
                           or regulatory authority has been issued restraining
                           or prohibiting Safeguard from converting the shares
                           of Series D Preferred Stock.

If SDI converts all of the remaining shares of Series D Preferred Stock into
shares of Common Stock, the only capital stock of the Company outstanding at
that time will be Common Stock.

         (F)      Not applicable.

         (G)      Not applicable.

         (H)      Not applicable.

         (I)      Not applicable.

         (J)      Not applicable.



ITEM 5.           INTEREST IN SECURITIES OF THE ISSUER

The table below sets forth the aggregate number of shares and percentage of the
Company's outstanding shares beneficially owned by each Reporting Person as of
June 20, 2002. The information contained in rows 6 through 11 on each of the
cover pages hereto is hereby incorporated by reference into this Item 5.

Unless otherwise indicated in Schedule V annexed hereto, no Reporting Person or
director or executive officer of a Reporting Person listed on Schedules II
through IV annexed hereto has consummated any transaction in the Company's
shares during the past sixty days other than as set forth herein.



                                                          Beneficial Ownership
                                                          --------------------
                                                   Number of                   Percentage
                                                    Shares                     of Total(1)
                                                    ------                     -----------
                                                                         
Safeguard Scientifics, Inc. (2)                   14,565,922                      51.4%
Safeguard Delaware, Inc. (3)                      10,802,589                      38.1%
Safeguard Scientifics (Delaware), Inc.             3,438,721                      13.7%
Safeguard 98 Capital L.P. (4)                        324,612                       1.3%


(1)      Calculations based upon 25,151,774 shares outstanding.

(2)      Includes the 6,709,015 directly held shares of common stock, the
         3,112,941 shares of common stock currently issuable upon the conversion
         of the Series D Preferred Stock and warrants to purchase 61,915 shares
         beneficially owned by Safeguard Delaware, Inc., the 3,438,721 shares
         beneficially owned by Safeguard Scientifics (Delaware), Inc., and
         324,612 shares that Safeguard 98 has the option to acquire upon
         conversion of debt of XL Vision to Safeguard 98. Includes the 918,718
         shares that may be beneficially owned by Safeguard Delaware, Inc. by
         virtue of voting agreements and irrevocable proxies which are described
         in Item 6 of this report. Safeguard is the



                                                                   Page 11 of 19


         sole stockholder of each of SDI and SSD, and SDI is the general partner
         of Safeguard 98 and has sole voting and dispositive power over the
         securities owned by Safeguard 98. Safeguard and each of SDI and SSD
         have reported that Safeguard, together with each of SDI and SSD,
         respectively, has shared voting and dispositive power with respect to
         the shares beneficially owned by each of SDI and SSD, respectively.
         Excludes (i) an aggregate of 45,915 shares of Common Stock held by
         certain executive officers and directors of Safeguard and 501(c)(3)
         foundations, trusts and limited partnerships that are either controlled
         by them or over which they exercise shared voting or dispositive power.
         Safeguard disclaims beneficial ownership of such shares, (ii) 362,663
         shares of Common Stock that SDI has the right to purchase from the
         Company upon stockholder approval and (iii) 3,972,233 additional shares
         of Common Stock issuable to SDI upon conversion of all of the
         outstanding shares of Series D Preferred Stock upon stockholder
         approval.

(3)      Includes warrants to purchase 61,915 shares and 324,612 shares of the
         Company which are owned by XL Vision and which may be acquired by
         Safeguard 98 upon the conversion of XL Vision debt. Includes the
         918,718 shares that may be beneficially owned by Safeguard Delaware,
         Inc. by virtue of the voting agreements and irrevocable proxies
         described in Item 3 of this report. See Note 2.

(4)      Includes 324,612 shares of the Company which are owned by XL Vision and
         which may be acquired by Safeguard 98 upon the conversion of XL Vision
         debt. See Note 2.

ITEM 6.           CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
                  RESPECT TO SECURITIES OF THE COMPANY

In addition to the agreements previously filed as exhibits to Schedule 13D,
Safeguard, SDI and the Company are parties to the Securities Purchase Agreement
dated June 13, 2002, pursuant to which SDI acquired shares of Common Stock from
the Company. In connection with this transaction, SDI and the Company also
entered into a Registration Rights Agreement dated June 13, 2002. Both the
Securities Purchase Agreement and the Registration Rights Agreement are more
fully described in Item 3.

After each of the holders of the Series D Preferred Stock other than Safeguard
sold shares of Series D Preferred Stock to SDI and then each of them exercised
its conversion rights with respect to the shares of Series D Preferred Stock
they retained, each of those parties gave SDI an Irrevocable Proxy to vote the
shares of Common Stock issued upon conversion of the Series D Preferred Stock
such party retained, as well as any other shares thereafter acquired, at all
meetings of stockholders, including the special meeting to be held to approve
certain aspects of these transactions, as described in Item 3. The aggregate
number of shares of Common Stock subject to those proxies is 819,920. The former
holders of Series D Preferred Stock that gave SDI proxies are Velocity
Investment Partners, Ltd., Halifax Fund, L.P., Credit Suisse First Boston
Corporation, Castle Creek Healthcare Partners LLC and CCL Fund, LLC.

In addition, Thomas R. Testman, Douglas S. Harrington, Michael G. Schneider,
Jose Torre Bueno and Mary Lake Polan each entered into Voting Agreements dated
June 13, 2002 with Safeguard in which they agreed to vote an aggregate of 99,428
shares of Common Stock in favor of the proposals to be considered at the special
meeting of stockholders and against certain other matters that could be
reasonably expected to impede, interfere with, delay, postpone or materially
adversely affect the transactions described herein.

The proxies and voting agreements expire upon the earlier to occur of
stockholder approval of the matters to be voted upon at the special meeting,
payment of a $700,000 fee by the Company if the matters are not approved at the
special meeting of stockholders or December 12, 2003. Upon expiration, Safeguard
will no longer beneficially own the shares subject to the proxies or the voting
agreements.

In connection with SDI's original purchase of Series D Stock in July 2001, the
Company issued to SDI a warrant to purchase 21,865 shares of Common Stock. SDI
has certain registration rights with respect to such shares of Common Stock
pursuant to the Registration Rights Agreement, dated July 10, 2001, by and among
the Company and the Purchasers listed on the signature pages thereto.

ITEM 7.           MATERIAL TO BE FILED AS EXHIBITS


EXHIBIT NO.       DESCRIPTION

99.5              Form of Common Stock Purchase Warrant to be issued by
                  ChromaVision Medical Systems, Inc. to Safeguard Delaware, Inc.
                  (incorporated by reference to Exhibit 4.2 filed with the
                  Current Report on Form 8-K filed by the Company with the SEC
                  on June 17, 2002)

99.6              Securities Purchase Agreement dated June 13, 2002 by and among
                  ChromaVision Medical Systems, Inc., Safeguard Delaware, Inc.
                  and



                                                                   Page 12 of 19


                  Safeguard Scientifics, Inc. (incorporated by reference to
                  Exhibit 99.1 filed with the Current Report on Form 8-K filed
                  by the Company with the SEC on June 17, 2002)

99.7              Form of Stock Purchase Agreement dated June 13, 2002 by and
                  among ChromaVision Medical Systems, Inc., Safeguard Delaware,
                  Inc. and each of six institutional investors (incorporated by
                  reference to Exhibit 99.2 filed with the Current Report on
                  Form 8-K filed by the Company with the SEC on June 17, 2002)

99.8              Registration Rights Agreement dated June 13, 2002 between
                  ChromaVision Medical Systems, Inc. and Safeguard Delaware,
                  Inc. (incorporated by reference to Exhibit 99.3 filed with the
                  Current Report on Form 8-K filed by the Company with the SEC
                  on June 17, 2002)

99.9              Form of Voting Agreement dated June 13, 2002 between Safeguard
                  Delaware, Inc. and certain individuals

99.10             Form of Irrevocable Proxy dated June 13, 2002 granted by
                  certain institutional investors

99.11             Securities Purchase Agreement, dated July 10, 2001, by and
                  among ChromaVision Medical Systems, Inc. and the Purchasers
                  listed on Schedule I thereto (incorporated by reference to
                  Exhibit 2.1 filed with the Current Report on Form 8-K filed by
                  the Company with the SEC on July 12, 2001)

99.12             Registration Rights Agreement, dated July 10, 2001, by and
                  among ChromaVision Medical Systems, Inc. and the Purchasers
                  listed on the signature pages thereto (incorporated by
                  reference to Exhibit 4.1 filed with the Current Report on Form
                  8-K filed by the Company with the SEC on July 12, 2001)


                                                                   Page 13 of 19


                                   SIGNATURES

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.


Date:    June 24, 2002                 Safeguard Scientifics, Inc.

                                       By:      /s/ N. Jeffrey Klauder
                                            -----------------------------------
                                            N. Jeffrey Klauder
                                            Managing Director

Date:    June 24, 2002                 Safeguard Delaware, Inc.

                                       By:      /s/ N. Jeffrey Klauder
                                            -----------------------------------
                                            N. Jeffrey Klauder
                                            Vice President

Date:    June 24, 2002                 Safeguard Scientifics (Delaware), Inc.

                                       By:      /s/ N. Jeffrey Klauder
                                            -----------------------------------
                                            N. Jeffrey Klauder
                                            Vice President

Date:    June 24, 2002                 Safeguard 98 Capital L.P.
                                       By: Safeguard Delaware, Inc.
                                       Its:  General Partner

                                       By:      /s/ N. Jeffrey Klauder
                                            -----------------------------------
                                            N. Jeffrey Klauder
                                            Vice President



                                                                   Page 14 of 19


                                   SCHEDULE I

         1.       Safeguard Scientifics, Inc.

                  Safeguard Scientifics, Inc., a Pennsylvania corporation
                  ("Safeguard"), owns all of the outstanding capital stock of
                  Safeguard Delaware, Inc., a Delaware corporation ("SDI"), and
                  Safeguard Scientifics (Delaware), Inc., a Delaware corporation
                  ("SSD"). Safeguard has an address at 800 The Safeguard
                  Building, 435 Devon Park Drive, Wayne, PA 19087-1945.
                  Safeguard is a leader in building and operating technology
                  companies in three principal areas: business and IT services,
                  software and emerging technologies. See Schedule II with
                  respect to the executive officers and directors of Safeguard
                  as of the date of this Schedule 13D.

         2.       Safeguard Delaware, Inc.

                  SDI is a wholly owned subsidiary of Safeguard. SDI is a
                  holding company and has an office at 103 Springer Building,
                  3411 Silverside Road, P.O. Box 7048, Wilmington, DE 19803. SDI
                  is the general partner of Safeguard 98 Capital L.P.
                  ("Safeguard 98"), a Delaware limited partnership. Schedule III
                  provides information about the executive officers and
                  directors of SDI as of the date of this Schedule 13D.

         3.       Safeguard Scientifics (Delaware), Inc.

                  SSD is a wholly owned subsidiary of Safeguard. SSD is a
                  holding company and has an office at 103 Springer Building,
                  3411 Silverside Road, P.O. Box 7048, Wilmington, DE 19803.
                  Schedule IV provides information about the executive officers
                  and directors of SSD as of the date of this Schedule 13D.

         4.       Safeguard 98 Capital L.P.

                  Safeguard 98 is a Delaware limited partnership with a
                  principal place of business at 103 Springer Building, 3411
                  Silverside Road, P.O. Box 7048, Wilmington, DE 19803.



                                                                   Page 15 of 19


                                   SCHEDULE II
         EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS, INC.




     Name                             Present Principal Employment                   Business Address
     ----                             ----------------------------                   ----------------
                                                                          
EXECUTIVE OFFICERS*
Anthony L. Craig                   President, Chief Executive Officer and       Safeguard Scientifics,Inc.
                                   Director                                     800 The Safeguard Building
                                                                                435 Devon Park Drive
                                                                                Wayne, PA 19087

Michael F. Cola                    Managing Director, Corporate Operations      Safeguard Scientifics,Inc.
                                                                                800 The Safeguard Building
                                                                                435 Devon Park Drive
                                                                                Wayne, PA 19087

Robert D. Crowley                  Managing Director, Software                  Safeguard Scientifics,Inc.
                                                                                800 The Safeguard Building
                                                                                435 Devon Park Drive
                                                                                Wayne, PA 19087

Christopher J. Davis               Managing Director and Chief Financial        Safeguard Scientifics,Inc.
                                   Officer                                      800 The Safeguard Building
                                                                                435 Devon Park Drive
                                                                                Wayne, PA 19087

Anthony A. Ibarguen                Managing Director, Business & IT Services    Safeguard Scientifics,Inc.
                                                                                800 The Safeguard Building
                                                                                435 Devon Park Drive
                                                                                Wayne, PA 19087

N. Jeffrey Klauder                 Managing Director and General Counsel        Safeguard Scientifics,Inc.
                                                                                800 The Safeguard Building
                                                                                435 Devon Park Drive
                                                                                Wayne, PA 19087

DIRECTORS*
Robert E. Keith, Jr.               Managing Director of TL Ventures and         TL Ventures
                                   President and CEO, Technology Leaders        700 Building
                                   Management, Inc.                             435 Devon Park Drive
                                                                                Wayne, PA 19087

Anthony L. Craig                   Same as above                                Same as above

Vincent G. Bell, Jr.               President and Chief Executive Officer,       Verus Corporation
                                   Verus Corporation                            5 Radnor Corporate Center
                                                                                Suite 520
                                                                                Radnor, PA 19087

Walter W. Buckley, III             Chairman and CEO, Internet Capital Group,    Internet Capital Group
                                   Inc.                                         435 Devon Park Drive
                                                                                Building 600
                                                                                Wayne, PA 19087

Robert A. Fox                      President, R.A.F. Industries                 R.A.F. Industries
                                                                                One Pitcairn Pl, Suite 2100
                                                                                165 Township Line Road
                                                                                Jenkintown, PA 19046-3593

Jack L. Messman                    Chairman of the Board, President and Chief   Novell, Inc.
                                   Executive Officer, Novell, Inc.              1800 South Novell Place
                                                                                Prove, Utah  84606

Russell E. Palmer                  Chairman and CEO, The Palmer Group           The Palmer Group
                                                                                3600 Market Street, Suite 530
                                                                                Philadelphia, PA 19104

John W. Poduska Sr.                Consultant                                   295 Meadowbrook Rd.
                                                                                Weston, MA 02493-2450



*  All Executive Officers and Directors are U.S. Citizens.



                                                                   Page 16 of 19


                                  SCHEDULE III
          EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD DELAWARE, INC.




     Name                            Present Principal Employment                    Business Address
     ----                            ----------------------------                    ----------------
                                                                          
EXECUTIVE OFFICERS*
Anthony L. Craig                   President, Safeguard Delaware, Inc.;         Safeguard Scientifics, Inc.
                                   President and CEO, Safeguard Scientifics,    800 The Safeguard Building
                                   Inc.                                         435 Devon Park Drive
                                                                                Wayne, PA 19087

Christopher J. Davis               Vice President & Treasurer, Safeguard        Safeguard Scientifics,Inc.
                                   Delaware, Inc.; Managing Director and CFO,   800 The Safeguard Building
                                   Safeguard Scientifics, Inc.                  435 Devon Park Drive
                                                                                Wayne, PA 19087

N. Jeffrey Klauder                 Vice President & Assistant Secretary,        Safeguard Scientifics,Inc.
                                   Safeguard Delaware, Inc.; Managing           800 The Safeguard Building
                                   Director and General Counsel, Safeguard      435 Devon Park Drive
                                   Scientifics, Inc.                            Wayne, PA 19087

DIRECTORS*
Deirdre Blackburn                  Manager, Legal Systems & Corporate           Safeguard Scientifics, Inc.
                                   Secretary, Safeguard Scientifics, Inc.       800 The Safeguard Building
                                                                                435 Devon Park Drive
                                                                                Wayne, PA 19087

Joseph R. DeSanto                  Director, Safeguard Scientifics, Inc.        Safeguard Scientifics, Inc.
                                                                                800 The Safeguard Building
                                                                                435 Devon Park Drive
                                                                                Wayne, PA 19087

Tonya L. Zweier                    Director, Finance/Controller, Safeguard      Safeguard Scientifics, Inc.
                                   Scientifics, Inc.                            800 The Safeguard Building
                                                                                435 Devon Park Drive
                                                                                Wayne, PA 19087



*  All Executive Officers and Directors are U.S. Citizens.



                                                                   Page 17 of 19


                                   SCHEDULE IV
   EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS (DELAWARE), INC.




     Name                           Present Principal Employment                      Business Address
     ----                           ----------------------------                      ----------------
                                                                          
EXECUTIVE OFFICERS*
Anthony L. Craig                   President, Safeguard Scientifics             Safeguard Scientifics, Inc.
                                   (Delaware), Inc.; President and CEO,         800 The Safeguard Building
                                   Safeguard Scientifics, Inc.                  435 Devon Park Drive
                                                                                Wayne, PA 19087

Christopher J. Davis               Vice President & Treasurer, Safeguard        Safeguard Scientifics,Inc.
                                   Scientifics (Delaware), Inc.; Managing       800 The Safeguard Building
                                   Director and CFO, Safeguard Scientifics,     435 Devon Park Drive
                                   Inc.                                         Wayne, PA 19087

N. Jeffrey Klauder                 Vice President & Assistant Secretary,        Safeguard Scientifics,Inc.
                                   Safeguard Scientifics (Delaware), Inc.;      800 The Safeguard Building
                                   Managing Director and General Counsel,       435 Devon Park Drive
                                   Safeguard Scientifics, Inc.                  Wayne, PA 19087

DIRECTORS*
Deirdre Blackburn                  Manager, Legal Systems & Corporate           Safeguard Scientifics, Inc.
                                   Secretary, Safeguard Scientifics, Inc.       800 The Safeguard Building
                                                                                435 Devon Park Drive
                                                                                Wayne, PA 19087

Joseph R. DeSanto                  Director, Safeguard Scientifics, Inc.        Safeguard Scientifics, Inc.
                                                                                800 The Safeguard Building
                                                                                435 Devon Park Drive
                                                                                Wayne, PA 19087

Tonya L. Zweier                    Director, Finance/Controller, Safeguard      Safeguard Scientifics, Inc.
                                   Scientifics, Inc.                            800 The Safeguard Building
                                                                                435 Devon Park Drive
                                                                                Wayne, PA 19087



*  All Executive Officers and Directors are U.S. Citizens.






                                                                   Page 18 of 19


                                   SCHEDULE V

All of the following transactions were effected by the executive officers and
directors of the Reporting Persons listed below, in brokers' transactions in the
Nasdaq National Market.



Name                       Date             Type of Transaction        Shares           Price Per Share
----                       ----             -------------------        ------           ---------------

                                                                            
None.




                                                                   Page 19 of 19


                                  EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION

99.5              Form of Common Stock Purchase Warrant to be issued by
                  ChromaVision Medical Systems, Inc. to Safeguard Delaware, Inc.
                  (incorporated by reference to Exhibit 4.2 filed with the
                  Current Report on Form 8-K filed by the Company with the SEC
                  on June 17, 2002)

99.6              Securities Purchase Agreement dated June 13, 2002 by and among
                  ChromaVision Medical Systems, Inc., Safeguard Delaware, Inc.
                  and Safeguard Scientifics, Inc. (incorporated by reference to
                  Exhibit 99.1 filed with the Current Report on Form 8-K filed
                  by the Company with the SEC on June 17, 2002)

99.7              Form of Stock Purchase Agreement dated June 13, 2002 by and
                  among ChromaVision Medical Systems, Inc., Safeguard Delaware,
                  Inc. and each of six institutional investors (incorporated by
                  reference to Exhibit 99.2 filed with the Current Report on
                  Form 8-K filed by the Company with the SEC on June 17, 2002)

99.8              Registration Rights Agreement dated June 13, 2002 between
                  ChromaVision Medical Systems, Inc. and Safeguard Delaware,
                  Inc. (incorporated by reference to Exhibit 99.3 filed with the
                  Current Report on Form 8-K filed by the Company with the SEC
                  on June 17, 2002)

99.9              Form of Voting Agreement dated June 13, 2002 between Safeguard
                  Delaware, Inc. and certain individuals

99.10             Form of Irrevocable Proxy dated June 13, 2002 granted by
                  certain institutional investors


99.11             Securities Purchase Agreement, dated July 10, 2001, by and
                  among ChromaVision Medical Systems, Inc. and the Purchasers
                  listed on Schedule I thereto (incorporated by reference to
                  Exhibit 2.1 filed with the Current Report on Form 8-K filed by
                  the Company with the SEC on July 12, 2001)

99.12             Registration Rights Agreement, dated July 10, 2001, by and
                  among ChromaVision Medical Systems, Inc. and the Purchasers
                  listed on the signature pages thereto (incorporated by
                  reference to Exhibit 4.1 filed with the Current Report on Form
                  8-K filed by the Company with the SEC on July 12, 2001)