FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * DAMMEYER RODNEY F   2. Issuer Name and Ticker or Trading Symbol VENTANA MEDICAL SYSTEMS INC [VMSI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 676 N. MICHIGAN AVENUE, #2800 3. Date of Earliest Transaction (Month/Day/Year) 02/19/2008 (Street) CHICAGO, IL 60611 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to Buy)

$ 24.485

02/19/2008

D

10,576

05/04/2004(1)

05/04/2014

Common Stock

10,576

$ 65.015

0

D

Stock Options (Right to Buy)

$ 42.41

02/19/2008

D

6,299

12/15/2005(2)

12/15/2015

Common Stock

6,299

$ 47.09

0

D

Stock Options (Right to Buy)

$ 51.32

02/19/2008

D

5,042

05/23/2007(3)

05/22/2017

Common Stock

5,042

$ 38.18

0

D

Stock Options (Right to Buy)

$ 17.05

02/19/2008

D

5,556

09/06/2003(4)

08/15/2013

Common Stock

5,556

$ 72.45

0

D

Stock Options (Right to Buy)

$ 33.73

02/19/2008

D

9,980

12/28/2004(5)

12/28/2014

Common Stock

9,980

$ 55.77

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DAMMEYER RODNEY F 676 N. MICHIGAN AVENUE #2800 CHICAGO, IL 60611	X

Signatures

Leslie Oaks, Attorney in Fact for Rodney F. Dammeyer		02/19/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This option which provided for monthly vesting begining May 4, 2004, was cancelled in the merger in exchange for a cash payment equal to the product of (a) the excess of $89.50 over the applicable exercise price and (b) the number of shares subject to the option, reduced by applicable withholding taxes.
(2)	This option, which was fully vested at grant on December 15, 2005, was cancelled in the merger in exchange for a cash payment equal to the product of (a) the excess of $89.50 over the applicable exercise price and (b) the number of shares subject to the option, reduced by applicable withholding taxes.
(3)	This option, which provided for monthly vesting begining May 23, 2007, was cancelled in the merger in exchange for a cash payment equal to the product of (a) the excess of $89.50 over the applicable exercise price and (b) the number of shares subject to the option, reduced by applicable withholding taxes.
(4)	This option, which provided for monthly vesting begining September 6, 2003, was cancelled in the merger in exchange for a cash payment equal to the product of (a) the excess of $89.50 over the applicable exercise price and (b) the number of shares subject to the option, reduced by applicable withholding taxes.
(5)	This option, which was fully vested at grant on December 28,2004, was cancelled in teh merger in exchange for a cash payment equal to the product of (a) the excess of $89.50 over the applicable exercise price and (b) the number of shares subject to the option, reduced by applicable withholding taxes.

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