UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

For the fiscal year ended December 31, 1996          Commission File No. 0-26206

                          NORLAND MEDICAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

Delaware                                                        06-1387931
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                          Identification No.)

106 Corporate Park Drive, Suite 106, White Plains, NY             10604
      (Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (914) 694-2285

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

                                      None

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

                    Common Stock, par value $0.0005 per share

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 |_|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K |_|

      The aggregate market value of the registrant's Common Stock, par value
$0.0005 per share, held by non-affiliates of the registrant as of March 21, 1997
was $23,555,584 based on the price of the last reported sale on the NASDAQ
National Market.

      As of March 21, 1997 there were 7,148,531 shares of the registrant's
Common Stock, par value $0.0005 per share, outstanding.
<PAGE>

      This Form 10-K/A Report amends the Form 10-K Report filed by the
Registrant with the Securities and Exchange Commission on March 31, 1997 (the
"Original Report"), as amended by Forms 10-K/A filed on April 30, 1997 and on
May 6, 1997, respectively. The purpose of this amendment is to replace the copy
of Exhibit 10.8 (Amendment No. 3 to Distribution Agreement by and among Norland
Corporation, Stratec Medizintechnick GmbH and Norland Medical Systems, Inc.)
filed with the Original Report with the copy of Exhibit 10.8 filed herewith. The
copy of Exhibit 10.8 filed herewith has been changed to highlight the fact that
certain portions of the exhibit have been omitted based upon a request for
confidential treatment.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
         8-K.

(b) Exhibits. Exhibit 10.8 filed with the Original Report is replaced by Exhibit
              10.8 filed herewith.          

Exhibit
Number      Description
------      -----------

+ 10.8      Amendment No. 3 to Distribution Agreement by and among Norland 
            Corporation, Stratec Medizintechnick GmbH and Norland Medical
            Systems, Inc.

+     Confidentiality requested as to certain provisions


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<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to its
Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of White Plains, New York, on the 17th day of June,
1997.


                                  NORLAND MEDICAL SYSTEMS, INC.


                                  By: /s/ Reynald G. Bonmati
                                      --------------------------
                                      Name:  Reynald G. Bonmati
                                      Title: President

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment to Annual Report has been signed below by the following persons on
behalf of the Registrant, Norland Medical Systems, Inc., in the capacities and
on the dates indicated.

                          Capacity In
Signature                 Which Signed                         Date
---------                 ------------                         ----
                          

/s/ Reynald G. Bonmati    Chairman of the Board and            June 17, 1997
----------------------    President (Principal Executive
Reynald G. Bonmati        Officer); and Director
                          

/s/ Kurt W. Streams       Vice President, Finance              June 17, 1997
----------------------   (Principal Financial Officer and
Kurt W. Streams           Principal Accounting Officer)


        *                 Director                             June 17, 1997
----------------------    
James J. Baker            
                          

        *                 Director                             June 17, 1997
----------------------    
 Michael W. Huber         
                          

        *                 Director                             June 17, 1997
----------------------    
 Robert L. Piccioni       
                          

        *                 Director                             June 17, 1997
----------------------    
 Albert S. Waxman             


* By: /s/ Kurt W. Streams
      ----------------------
      Kurt W. Streams
      Attorney-in-Fact


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