U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

                                 AMENDMENT No. 1

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                 For the quarterly period ended: August 31, 1996

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                  For the transition period from______ to______

Commission file number 0-21320

                                 Magna-Lab Inc.
       -------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                New York                             11-3074326
    ---------------------------------    -----------------------------------
     (State or other jurisdiction of      (IRS Employer Identification No.)
      incorporation or organization)

                    250Z Executive Drive, Edgewood, NY 11717
                   ------------------------------------------
                    (Address of principal executive offices)

                                 (516) 595-2111
                          -----------------------------
                           (Issuer's telephone number)

            _________________________________________________________
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.   Yes (X)      No ( )

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date - September 17, 1996

        Class A Common Stock, $.001 Par Value                      3,746,185
-----------------------------------------------------         ------------------

        Class B Common Stock, $.001 Par Value                      1,843,815
-----------------------------------------------------         ------------------
                        Class                                       Shares

    Transitional Small Business Disclosure Format (check one) Yes ( ) No (X)

<PAGE>

Item 6. - Exhibits and Reports on Form 8-K

         (a) Exhibits

         Exhibit No.

          (11) Statement re: computation of loss per share - A statement
               regarding the computation of loss per share is omitted because
               computation can be clearly determined from the material contained
               in this Quarterly Report on Form 10-QSB.

          (27) Financial Data Schedule

         (b) Reports on Form 8-K - NONE


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<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                  MAGNA-LAB INC.
                               -------------------
                                   (Registrant)

Date:  November 4, 1996           By:         /s/ Lawrence A. Minkoff
                                      ------------------------------------------
                               Lawrence A. Minkoff, Chairman of the Board of
                               Directors, Chief Executive Officer  and President
                               (Principal Executive Officer)



Date:  November 4, 1996           By:         /s/  Kenneth C. Riscica
                                     -------------------------------------------
                               Kenneth C. Riscica, Vice President - Finance and
                               Chief Financial Officer; Treasurer and Assistant 
                               Secretary (Principal Financial and Accounting 
                               Officer)


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