**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-K/A**


**AMENDMENT
      NO. 1**





**x** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





**For
      the fiscal year ended October 31, 2005**


**Commission
      File Number 0-26670**





**NORTH
      AMERICAN SCIENTIFIC, INC.**


(Exact
      name of Registrant as specified in its charter)





**Delaware**
              (State
                or other jurisdiction of
              incorporation
                or organization)
            **51-0366422**
              (I.R.S.
                Employer
              Identification
                No.)





**20200
      Sunburst Street, Chatsworth, CA 91311**


(Address
      of principal executive offices)





**(818) 734-8600**


(Registrant's
      telephone number, including area code)





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 $0.01 per share**


(Title
      of
      class)





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. o Yes x No




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. o Yes x No




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. x Yes o 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. x




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer” and “large accelerated filer” in Rule 12b-2 of the Securities
      Exchange Act of 1934. o Large Accelerated Filer x Accelerated
      Filer o Non-Accelerated
      Filer




Indicate
      by check mark whether registrant is a shell company (as defined in Rule 12b-2
      of
      the Act. o Yes x No




The
      aggregate market value of voting stock held by non-affiliates of the Registrant
      was approximately $35.7 million (based upon the price at which the common stock
      was last sold, as of the last business day of the Registrant’s most recently
      completed second fiscal quarter).




As
      of
      February 17, 2006, approximately 16,988,869 shares of the Registrant's Common
      Stock, $.01 par value per share, were outstanding.











1





**NORTH
      AMERICAN SCIENTIFIC, INC.**





**Table
      of Contents**





**Form 10-K/A**





**Page****PART
                III**Item
                10.
            Directors
                and Executive Officers of the Company
            3Item
                11.
            Executive
                Compensation
            6Item
                12.
            Security
                Ownership of Certain Beneficial Owners and Management
            10Item
                13.
            Certain
                Relationships and Related Transactions
            12Item
                14.
            Principal
                Accounting Fees and Services
            12**PART
                IV**Item
                15.
            Exhibit,
                Financial Statement Schedules
            13Signatures
            15





**Explanatory
      Note:**




North
      American Scientific, Inc. (the “Company”) is filing this Amendment No. 1 to its
      Annual Report on Form 10-K for the fiscal year ended October 31, 2005, as
      originally filed with the Securities and Exchange Commission on January 18,
      2006
      (the “Original Form 10-K”), to add information required in Part III of the
      Company’s Annual Report on the Original Form 10-K. There are no changes to the
      Company’s financial statements as originally filed. There are also no changes to
      the disclosures in the Original Form 10-K, except that this Amendment No. 1
      amends and restates, in their entirety, Items 10 through 14 of Part III of
      the
      Original Form 10-K. This Amendment No. 1 continues to speak as of the date
      of
      the Original form 10-K, and the Company has not updated the disclosure contained
      herein to reflect any events that occurred at a later date.




2






**PART III**




**Item
      10.****DIRECTORS
      AND EXECUTIVE OFFICERS OF THE REGISTRANT**




**Name**
            
            
            **Position**
            
            **Age**Irwin
                J. Gruverman
            
            Chairman
                of the Board of Directors
            
            72L.
                Michael Cutrer
            
            President,
                Chief Executive Officer and Director
            
            49John
                A. Friede
            
            Director
            
            67Dr. Jonathan
                P. Gertler
            
            Director
            
            48James
                W. Klingler
            
            Senior
                Vice-President & Chief Financial Officer
            
            58John
                M. Sabin
            
            Director
            
            51Richard
                A. Sandberg
            
            Director
            
            62Dr. Gary
                N. Wilner
            
            Director
            
            65Nancy
                J. Wysenski
            
            Director
            
            47




The
      terms
      of all directors will expire at the next annual meeting of the stockholders,
      or
      when their successors are elected and qualified. Directors are elected each
      year, and all directors serve one-year terms. Officers serve at the pleasure
      of
      the Board of Directors. The Company is party to a voting agreement with
      Mr. Friede, a Director of the Company and former Chairman of the Board of
      NOMOS Corporation (“NOMOS”) prior to the Company’s acquisition of NOMOS on
      May 4, 2004, whereby Mr. Friede has agreed to vote the Company shares
      of which he is the beneficial owner in favor of the election of the individuals
      nominated by a majority of the Company’s Board of Directors so long as the Board
      of Directors of the Company designates Mr. Friede and another person of
      Mr. Friede’s selection for re-election. The voting agreement between the
      Company and Mr. Friede terminates on May 4, 2006. There are no other
      arrangements or understandings between us and any other person pursuant to
      which
      such person was or is to be selected as a director, executive officer or
      nominee. We have, however, entered into employment agreements with two of our
      executive officers, which are described in Item 11 below under the heading
      “Employment Agreements.”




**Biographical
      Information**




**Irwin
      J. Gruverman,** **** Chairman
      of the Board of Directors. Mr. Gruverman has been a Director of the Company
      since 1989. Mr. Gruverman founded and has been the Chairman and Chief
      Executive Officer of MFIC Corporation, a company that manufactures process
      devices for pharmaceutical and other manufacturing uses, since 1982. From 1990
      to 2001, Mr. Gruverman was the General Partner in G&G Diagnostics
      Limited Partnership II, a venture capital limited partnership.
      Mr. Gruverman served as Executive Vice President of New England Nuclear, a
      radioactive materials business, during the later years of his tenure from 1961
      to 1981. Mr. Gruverman also serves as a director of InVitro
      International, Inc. On February 8, 2006, Mr. Gruverman notified the Board
      of Directors that he would not stand for re-election at the next annual meeting
      of stockholders.




**L.
      Michael Cutrer** has
      been
      the President and Chief Executive Officer and a Director of the Company since
      1989. Previously, Mr. Cutrer was a Manager of Isotope Products
      Laboratory, Inc., a radioisotope manufacturing company, where he was
      responsible for industrial product manufacturing, research and
      development.




**John
      A. Friede** **** has
      been
      a Director of the Company since May 2004. Mr. Friede co-founded NOMOS
      with Dr. Mark Carol in 1979 and served as Chairman of the Board of
      Directors and a Director from NOMOS’ inception until the merger with the
      Company. From November 1999 to December 2000, Mr. Friede served
      as NOMOS’ President, and from November 1999 to October 2001, he also
      served as NOMOS’ chief executive officer. Prior to joining NOMOS,
      Mr. Friede managed, and continues to manage, his own private investment
      portfolio in medical technology and other venture capital fields.
      Mr. Friede holds a B.A. in History from Dartmouth College and an M.B.A.
      from the Harvard University Graduate School of Business
      Administration.




**Dr.** **Jonathan P. Gertler** has
      been
      a Director of the Company since December 2002. Dr. Gertler is Managing
      Director and Global Co-Head of Life Sciences at Canaccord Adams, Inc., formerly
      known as Adams, Harkness & Hill, an investment banking firm. Prior to
      joining Canaccord Adams in 2001, Dr. Gertler spent fourteen years as a
      vascular surgeon and three years in venture capital, investing in medical device
      and technology companies. He was an Attending Vascular Surgeon at Massachusetts
      General Hospital in Boston and Associate Professor of Surgery at Harvard
      University from 1992 to 2001 as well as Associate Director of both the Vascular
      Diagnostic and Research Laboratories. In addition, Dr. Gertler founded
      Cardiovascular Technologies, Inc. in 1997, which developed an embolic
      entrapment device that was acquired by Embolic Protections, Inc. and
      subsequently acquired by Boston Scientific Corporation in 2001. He also served
      as a venture partner for Schroder Ventures Life Science Fund, a venture fund,
      and as a Director for Quick Study Radiology, a start up radiology services
      company in St Louis, from 1999 to 2002.




3




**James
      W. Klingler** **** joined
      the Company in July 2004 as Senior Vice President and Chief Financial
      Officer. Previously, he was Vice President—Finance and Chief Financial Officer
      of Troy Group, Inc., a provider of secure check printing products and
      wireless connectivity solutions, from January 2002 to July 2004. From
      February 2001 to November 2001, he served as Senior Vice President,
      Business Operations and Chief Financial Officer of Trinagy, Inc., a
      software company that was merged into Hewlett-Packard Company. In prior
      positions, Mr. Klingler was Vice President, Finance and Administration of
      Triconex Corporation, a supplier of products, systems and services, critical
      control and turbomachinery applications and a subsidiary of Invensys plc, from
      February 1999 to February 2001, and Vice President and Chief Financial
      Officer of Wilshire Technologies, Inc., a company that manufactures
      polyurethane products, from October 1994 to February 1999.
      Mr. Klingler holds a B.A. from The Ohio State University and an M.B.A. from
      the Columbia University Graduate School of Business.




**John
      M. Sabin** has
      been a Director of the Company since August, 2005. Mr. Sabin has served as
      Chief
      Financial Officer and General Counsel of Phoenix Health Systems, Inc., a health
      care IT consulting and outsourcing firm, since October 2004. From January 2000
      to October 2004, he served as Chief Financial Officer and General Counsel of
      NovaScreen Biosciences Corporation, a developer of biotechnology-based tools
      to
      accelerate drug discovery and development. From September 1999 to January 2000,
      he was a business consultant. From May 1998 to September 1999, he served as
      Executive Vice President and Chief Financial Officer of Hudson Hotels
      Corporation, a limited service hotel development and management company. Mr.
      Sabin also has served as a Trustee of Hersha Hospitality Trust, a publicly
      traded hospitality real estate investment trust, since 2003;   as a
      Director of Competitive Technologies, Inc., a publicly traded technology
      transfer and licensing company, since 1996; and as a Trustee of Prime Group
      Realty Trust, a public Chicago-based office real estate investment trust, since
      2005.




**Richard
      A. Sandberg** has been
      a Director of the Company since August, 2005. Mr. Sandberg has served as Chief
      Financial Officer of Matritech, Inc., a publicly traded developer and
      manufacturer of cancer diagnostic test products, since 2002, and has also been
      on that company’s board of directors since 1999 (excluding the period from June
      to September 2002). Mr. Sandberg has also served as Manager and Chief
      Financial Officer of Battery Asset Management, LLC, a firm specializing in
      foreign exchange transactions. From 1997 to 2001, Mr. Sandberg served as
      Chairman of the Board of Lifecodes Corporation, a manufacturer of DNA test
      kits
      and a provider of DNA testing services and from May 1997 to September 1998,
      as
      its Chief Financial Officer.  From 1983 to 1997, Mr. Sandberg held
      financial and operating positions at Dianon Systems, Inc., an anatomic
      pathology testing and genetic and clinical chemistry testing company he founded
      in 1983, including Chief Executive Officer and Chief Financial Officer. 
Since 2003, Mr. Sandberg has been a director of Ethan Allen Interiors, Inc.,
      a
      publicly traded home furnishings company.




**Dr.** **Gary N. Wilner** has
      been
      a Director of the Company since December 2002. Dr. Wilner retired from
      the practice of medicine in January, 2005. From 1974 until 2005, Dr. Wilner
      was Director of Clinical Cardiology at Evanston Hospital in Evanston, Illinois.
      In addition, he concurrently served on the faculty of the Feinberg School of
      Medicine at Northwestern University. He is the past President of the Chicago
      Heart Association and was a long-standing member of the Adjunct Board of the
      Albert Einstein Peace Prize Foundation. Since 1993, Dr. Wilner has served
      as an independent trustee of The Oakmark Funds, and became Chairman of the
      Board
      of Trustees for The Oakmark Funds in 2004.




4




**Nancy
      J. Wysenski** **** has
      been
      a Director of the Company since May 2004. Ms. Wysenski is the
      President and a founding member of EMD Pharmaceuticals, Inc., a United
      States pharmaceutical company owned by Merck KGaA. Ms. Wysenski also serves
      as a member of the Merck KGaA Ethical Pharmaceuticals Executive Committee.
      She
      has also managed their ethical pharmaceutical product portfolio and was also
      responsible for Dey Laboratories, a specialty pharmaceutical company owned
      by
      Merck KGaA focused on the development of drugs used in the treatment of
      respiratory diseases and allergies. Prior to joining and founding EMD
      Pharmaceuticals, Inc. in August 1999, Ms. Wysenski was the Senior
      Vice President of Operations at NetGenics, a bio-informatics service provider,
      from 1998 to 1999. Prior thereto, Ms. Wysenski held a number of positions
      at Astra Merck, a pharmaceutical company, culminating at Vice President of
      Field
      Sales. Prior to joining Astra Merck in 1992, Ms. Wysenski held a number of
      positions at Merck Human Health, a pharmaceutical company, from 1984 to 1998.
      Ms. Wysenski is a graduate of Kent State University and holds an M.B.A.
      from Baldwin Wallace College.




**Section****16(a) Beneficial
      Ownership Reporting Compliance**




Section 16(a) of
      the Securities Exchange Act of 1934 (the “Act”) requires our officers, directors
      and persons who own more than 10% of any class of our securities registered
      under Section 12(g) of the Act to file reports of ownership and
      changes in ownership with the SEC. Officers, directors and greater than 10%
      stockholders are required by SEC regulation to furnish us with copies of all
      Section 16(a) forms they file.




Based
      solely on a review of copies of such reports furnished to us during the fiscal
      year ended October 31, 2005, we believe that all persons subject to the
      reporting requirements pursuant to Section 16(a) complied with all
      applicable reporting requirements.




**Board
      of Directors Meetings and Committees**




The
      Board
      of Directors of the Company held eight meetings during the fiscal year ended
      October 31, 2005, and did not act by unanimous written consent. All of the
      directors who were on the Board during fiscal year 2005 attended at least 75%
      of
      the total number of meetings of the Board of Directors and committees on which
      they served. John M. Sabin and Richard A. Sandberg were elected to the Board
      of
      Directors on August 5, 2005, and from that time forward attended two meetings
      of
      the Board of Directors and the standing committees on which they serve. The
      Board of Directors has three standing committees: the Audit Committee, the
      Compensation Committee, and the Nominating and Corporate Governance
      Committee.




*Audit
      Committee.* During
      the fiscal year ended October 31, 2004, the members of the Audit Committee
      were
      Mr. Donald N. Ecker (Chairman), Dr. Gertler, Mr. Mitchell Saranow, and Dr.
      Wilner. Mr. Ecker submitted his resignation to the Board on March 18, 2005,
      and
      subsequently, until August 4, 2005, the Audit Committee members were Dr. Wilner
      (Chairman), Dr. Gertler, and Mr. Saranow. From August 5, 2005 through the end
      of
      the last fiscal year the Audit Committee consisted of Mr. Sabin (Chairman),
      Mr. Sandberg and Dr. Wilner, each of whom is “independent” as defined under
      current Rule 4200(a)(15) of the Nasdaq listing standards. During the fiscal
      year ended October 31, 2005, the Audit Committee met on thirteen
      occasions.




*Audit
      Committee Financial Experts.* ** The
      Board
      of Directors has determined that John M. Sabin and Richard A. Sandberg each
      qualify as an “audit committee financial expert” and “independent” as defined
      under the applicable Securities and Exchange Commission and Nasdaq
      rules.




*Compensation
      Committee.* ** During
      fiscal year 2004 and through August 4, 2005, the Compensation Committee
      consisted of Dr. Gertler (Chairman), Dr. Wilner, and Mr. Mitchell Saranow.
      From
      August 5, 2005 through the end of the last fiscal year, the Compensation
      Committee consisted of Ms. Wysenski (Chairwoman), Dr. Gertler and Mr.
      Sandberg, all non-employee Directors who meet the Nasdaq listing standards
      for
“independence”. The Compensation Committee oversees the Company’s executive
      compensation programs and policies and is responsible for determining grants
      of
      options to purchase common stock under the North American Scientific, Inc.
      Amended and Restated 1996 Stock Option Plan. During the fiscal year October
      31,
      2005, the Compensation Committee met on eight occasions.




5




*Nominating
      and Corporate Governance Committee.* The
      Nominating and Corporate Governance Committee is responsible for recommending
      candidates for election to the Board of Directors and reviewing matters of
      corporate governance. The Nominating and Corporate Governance Committee will
      consider director nominees recommended by stockholders if properly submitted.
      This Committee currently consists of Dr. Gertler (Chairman), Mr. Sabin, Dr.
      Wilner, and Ms. Wysenski, each of whom is “independent” under current Nasdaq
      listing standards. During fiscal year 2005, the Committee met on three
      occasions.




The
      Company has a written Code of Ethics that applies to all employees, including
      our Chief Executive Officer, Chief Financial Officer, and Corporate Controller.
      The full text of the Company’s Code of Ethics is published on our website at www.nasmedical.com under
      the “Investor Center-Corporate Governance” caption. The Company will disclose
      any future amendments to, or waivers from, certain provisions of the Code of
      Ethics applicable to our Chief Executive Officer, Chief Financial Officer and
      Corporate Controller on our website within four business days following the
      date
      of such amendment or waiver.




**Item
      11.****EXECUTIVE
      COMPENSATION**




**Summary
      Compensation Table**




**Annual Compensation**
            
            **Long Term**
              **Compensation**
              **Awards****Name and Principal Position**
            
            
            
            
            **Year**
            
            **Salary ($)**
            
            **Bonus ($)**
            
            **Other Annual**
              **Compensation ($)**
            
            **Securities**
              **Underlying**
              **Options/SARs (#)**
            
            **All Other**
              **Compensation
                ($)(1)**L.
                Michael Cutrer
            
            2005
            
            334,000
            
            30,000
            
            
            —
            
            
            
            —
            
            
            
            2,300*President
                and Chief*
            
            2004
            
            314,000
            
            —
            
            
            —
            
            
            
            36,000
            
            
            
            7,000*Executive
                Officer*
            
            2003
            
            314,000
            
            125,000
            
            
            —
            
            
            
            136,000
            
            
            
            6,000George
                Jones
            
            2005
            
            216,300
            
            —
            
            
            —
            
            
            
            —
            
            
            
            3,100*Executive
                Vice President,*
            
            2004
            
            212,200
            
            —
            
            
            —
            
            
            
            20,000
            
            
            
            3,200*Global
                Sales and*
            
            2003
            
            163,200
            
            —
            
            
            —
            
            
            
            12,000
            
            
            
            3,000*Marketing*James
                W. Klingler(2)
            
            2005
            
            225,000
            
            17,000
            
            
            —
            
            
            
            —
            
            
            
            2,800*Senior
                Vice President and*
            
            2004
            
            59,000
            
            9,000
            
            
            —
            
            
            
            50,000
            
            
            
            —*Chief
                Financial Officer*John
                W. Manzetti(3)
            
            2005
            
            150,000
            
            —
            
            
            —
            
            
            
            —
            
            
            
            455,500*President,
                NOMOS*
            
            2004
            
            148,000
            
            —
            
            
            —
            
            
            
            40,000
            
            
            
            5,000*Oncology
                Division*William
                Wells(4)
            
            2005
            
            256,500
            
            12,500
            
            
            —
            
            
            
            —
            
            
            
            87,900*Senior
                Vice**President,*
            
            2004
            
            125,000
            
            12,500
            
            
            —
            
            
            
            20,000
            
            
            
            1,000*Global
                Sales and Service*





(1)
            All
                Other Compensation consists of the Company’s contribution to such
                executive officer’s 401(k) plan, Company paid life insurance premiums
                and profit sharing contributions made by the Company on behalf of
                such
                executive officers, and severance
                payments.




(2)
            Mr. Klingler
                began his employment on July 26,
                2004.




(3)
            Mr. Manzetti
                was employed by the Company from May 4, 2004 to May 5, 2005. All
                Other Compensation for Mr. Manzetti includes $450,000 of severance
                expense.




(4)
            Mr. Wells
                was employed by the Company from May 4, 2004 to October 31, 2005. All
                Other Compensation for Mr. Wells includes $83,000 of severance
                expense.




6




**Option
      Grants**




There
      were no stock options granted by the Company to any of the named executive
      officers during the fiscal year ended October 31, 2005.




**OPTION
      GRANTS IN LAST FISCAL YEAR**




**Name**
            
            
            
            **Number of**
              **Securities**
              **Underlying**
              **Options/**
              **SARs Granted**
            
            **% of Total**
              **Options/SARs**
              **Granted to**
              **Employees in**
              **Fiscal Year**
            
            **Exercise Price**
              **Per Share**
            
            **Expiration**
              **Date**
            
            **Grant Date**
              **Present**
              **Value
                ($)**L.
                Michael Cutrer
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —George
                Jones
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —James
                W. Klingler
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —John
                W. Manzetti
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —William
                Wells
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —





**Option
      Exercises and Year-End Value**




The
      following table sets forth certain information concerning the exercise of stock
      options during the fiscal year ended October 31, 2005 by the Company’s
      named executive officers and the fiscal year-end value of unexercised options
      as
      of October 31, 2005.




**AGGREGATED
      OPTION EXERCISES IN LAST FISCAL YEAR**


**AND
      FISCAL YEAR-END OPTION VALUES**




**Shares**
              **Acquired**
            
            **Value**
            
            **Number of Securities**
              **Underlying Unexercised**
              **Options at 10/31/05
                (#)**
            
            **Value of Unexercised**
              **In-the-Money**
              **Options at 10/31//05
                ($)(1)****Name**
            
            
            
            **on Exercise (#)**
            
            **Realized ($)**
            
            **Exercisable**
            
            **Unexercisable**
            
            **Exercisable**
            
            **Unexercisable**L.
                Michael Cutrer
            
            
            —
            
            
            
            —
            
            
            
            834,667
            
            
            
            57,333
            
            
            277,500
            
            
            —George
                Jones
            
            
            —
            
            
            
            —
            
            
            
            51,567
            
            
            
            17,333
            
            
            —
            
            
            —James
                W. Klingler
            
            
            —
            
            
            
            —
            
            
            
            12,500
            
            
            
            37,500
            
            
            —
            
            
            —John
                W. Manzetti
            
            
            305,228
            
            
            
            559,518
            
            
            
            —
            
            
            
            —
            
            
            —
            
            
            —William
                Wells
            
            
            189,824
            
            
            
            307,734
            
            
            
            50,228
            
            
            
            —
            
            
            —
            
            
            —





(1)
            Calculated
                based upon the difference between the exercise price and the fair
                market
                value at fiscal year-end.




**Director
      Compensation**




Directors
      who are also employees of the Company or its subsidiaries receive no separate
      compensation for serving as Directors or as members of any committees of the
      Board of Directors. Each non-employee Director receives a quarterly payment
      of
      $5,000, and receives $1,250 per Board or committee meeting if he attends in
      person or $500 per meeting if he participates via telephone. Directors may
      be
      reimbursed for certain expenses incurred in connection with attending Board
      or
      committee meetings. In addition, the Chairman of the Board of Directors receives
      compensation of $75,000 per year (rather than the $5,000 quarterly payment);
      the
      Chairman of the Audit Committee receives $5,000 per year; the Chairman of the
      Compensation Committee receives $2,500 per year; and the Chairman of the
      Nominating and Corporate Governance Committees receives $2,500 per
      year.




Each
      individual who is first elected or appointed as a non-employee director shall
      automatically be granted, on the date of such initial election or appointment,
      a
      non-statutory stock option to purchase 25,000 shares of Common Stock. On the
      date of each Annual Stockholders Meeting each individual who is re-elected
      to
      serve as a non-employee director is automatically granted a non-statutory stock
      option to purchase 15,000 shares of Common Stock, except for the Chairman of
      the
      Board, who is automatically granted a non-statutory stock option to purchase
      25,000 shares of Common Stock. The annual grant of non-statutory stock options
      is only given to those non-employee directors who have served at least six
      months. In lieu of receiving the non-statutory stock options, each non-employee
      director may elect to receive a grant of one share of restricted Common Stock
      for every three shares of Common Stock underlying such stock option. To date,
      no
      non-employee director has elected to receive restricted stock in lieu of stock
      options.




7




During
      the fiscal year ended October 31, 2005, Messrs. Gertler, Friede, Wilner and
      Ms. Wysenski each received an annual grant of ten-year non-statutory stock
      options to purchase 15,000 shares of Common Stock of the Company, at a price
      of
      $3.18 per share, with one-third vesting each year for the next three years,
      as
      measured from the grant date of August 5, 2005. Upon their election to the
      Board
      of Directors, Mr. Sabin and Mr. Sandberg each received an initial grant of
      ten-year non-statutory stock options to purchase 25,000 shares of Common Stock
      of the Company at a price of $3.18 per share with one-third vesting each year
      for the next three years, as measured from the grant date of August 5, 2005.
      During the fiscal year ending October 31, 2005, Mr. Gruverman received
      a grant of ten-year non-statutory stock options to purchase 25,000 shares of
      Common Stock of the Company, at a price of $3.18 per share, with one-third
      vesting each year for the next three years, as measured from the grant date
      of
      August 5, 2005.




**Employment
      Agreements**




*L.
      Michael Cutrer*




In
      April 2002, the Company entered into an employment agreement with L.
      Michael Cutrer in connection with his employment as the Company’s Chief
      Executive Officer. Mr. Cutrer’s initial annual salary was $302,000 with a
      bonus to be determined at the discretion of the Board of Directors in accordance
      with the agreement. The employment agreement can be terminated by the Company
      at
      any time with or without cause. If terminated without cause, the agreement
      provides, among other things, for immediate vesting of any unvested stock
      options and a severance payment equal to three times his current base salary.
      In
      the event of a change of control of the Company, the agreement also provides,
      among other things, for the immediate vesting of any unvested stock options
      and
      a severance payment equal to three times (a) base salary, (b) the
      highest bonus awarded in the three previous years and (c) the Black-Scholes
      value of any grant of options made during the prior year.




*James
      W. Klingler*




In
      July
      2004, the Company entered into a letter agreement with James W. Klingler in
      connection with his employment as the Company’s Chief Financial Officer. The
      letter agreement does not provide for a specific term of employment; however,
      the agreement does provide for a twelve month severance payment if
      Mr. Klingler’s employment is terminated by the Company for any reason other
      than for cause.




*John
      W. Manzetti*




The
      Company entered into an employment agreement with John W. Manzetti, which became
      effective upon consummation of the merger of NOMOS with the Company on
      May 4, 2004. The agreement provided that Mr. Manzetti would serve as
      President of the NOMOS Radiation Oncology Division of the Company, and would
      be
      entitled to an annual base salary of no less than $300,000 and a minimum
      incentive bonus of 25% of his base salary if specified performance goals were
      met. The agreement was for an initial term of two years, and would have
      automatically renewed for additional one-year terms unless notice of non-renewal
      was delivered at least 90 days prior to the date when the agreement term was
      scheduled to expire. In addition, under the agreement, the Company granted
      Mr. Manzetti stock options to purchase 40,000 shares of the Company’s
      Common Stock at a per share exercise price equal to the fair market value of
      the
      Common Stock on the date the merger was consummated. On the consummation date,
      the price was $9.00 per share. The stock options were set to vest equally over
      a
      four-year period, with options to purchase 10,000 shares of Common Stock vesting
      on each of the first, second, third, and fourth anniversaries of the agreement.
      Under the agreement, the options would have expired on May 5,
      2014.




8




The
      Company terminated Mr. Manzetti’s employment without cause on May 5, 2005, and,
      in accordance with his employment agreement, the Company paid Mr. Manzetti
      18
      months of his annual base salary, or $450,000, in May 2005. In addition to
      the
      cash severance, Mr. Manzetti is entitled to health benefits until May 2007,
      unless Mr. Manzetti becomes eligible under another qualified health plan, in
      which case the Company is no longer required to provide health
      benefits.




*William
      W. Wells*




In
      May
      2004, the Company entered into a letter agreement with William W. Wells, which
      became effective upon consummation of the merger of NOMOS with the Company
      on
      May 4, 2004. The agreement provided that Mr. Wells would serve as Senior Vice
      President, Global Sales and Service of the Company, and would be entitled to
      an
      annual base salary of no less than $250,000 and a minimum incentive bonus of
      20%
      of his annual base salary if specified performance goals were met. In addition,
      Mr. Wells was eligible for certain commission based payments. The agreement
      was
      for an initial term of two years, and would have automatically renewed for
      additional one-year terms unless notice of non-renewal was delivered at least
      90
      days prior to the date when the agreement term was scheduled to expire. In
      addition, under the agreement, the Company granted Mr. Wells stock options
      to
      purchase 20,000 shares of the Company’s Common Stock at a per share exercise
      price equal to the fair market value of the Common Stock on the date the merger
      was consummated. On the consummation date, the price was $9.00 per share. The
      stock options were set to vest equally over a four-year period, with options
      to
      purchase 5,000 shares of Common Stock vesting on each of the first, second,
      third, and fourth anniversaries of the agreement. Under the agreement, the
      options would have expired on May 5, 2014.





The
      Company and Mr. Wells’ reached an agreement that resulted in Mr. Wells’
resignation from the Company on October 31, 2005, and, pursuant to a separation
      agreement and release of all claims, the Company paid Mr. Wells $83,334, or
      four
      months’ salary. In addition to the cash severance, Mr. Wells is entitled to
      health benefits for a period of 6 months following Mr. Wells’ resignation in
      October, 2005, unless Mr. Wells becomes eligible under another qualified health
      plan, in which case the Company is no longer required to provide health
      benefits.




**Compensation
      Committee Interlocks and Insider Participation**




During
      fiscal year 2004 and through August 4, 2005, the Compensation Committee
      consisted of Dr. Gertler (Chairman), Dr. Wilner, and Mr. Mitchell Saranow.
      From
      August 5, 2005 through the end of the last fiscal year, the Compensation
      Committee consisted of Ms. Wysenski (Chairwoman), Dr. Gertler and Mr.
      Sandberg,. None of the members who served on the Compensation Committee during
      the last fiscal year was or has been an officer or employee of the Company
      or
      any of its subsidiaries. None of our executive officers serves on the board
      of
      directors or compensation committee of any entity that has one or more executive
      officers serving as a member of our Board of Directors or Compensation
      Committee.




9




**Item
      12.****SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**




**Security
      Ownership**




Except
      as
      otherwise indicated below, the following table sets forth information known
      to
      the Company with respect to the beneficial ownership of the Company’s Common
      Stock as of February 17, 2006 by (i) all those known by the Company to
      own more than 5% of the Company’s outstanding Common Stock; (ii) each of
      the Company’s directors; (iii) each executive officer  named
      in
      the Summary Compensation Table; and (iv) all directors and executive
      officers named in the Summary Compensation Table as a group:




**Beneficial Ownership****Name****and Address(1)**
            
            
            
            
            
            **Number of Shares**
            
            **Approximate**
              **Percent of**
              **Total**L.
                Michael Cutrer
            
            
            1,125,250
            (2)
            
            
            6.5John
                A. Friede
            
            
            2,399,952
            (3)
            
            
            13.3Jonathan
                P. Gertler
            
            
            30,000
            (4)
            
            
            
            *Irwin
                J. Gruverman
            
            
            510,655
            (5)
            
            
            2.8George
                Jones
            
            
            51,567
            (6)
            
            
            
            *James
                W. Klingler
            
            
            22,500
            (7)
            
            
            
            *John
                W. Manzetti
            
            
            135,228
            
            
            
            
            *John
                M. Sabin
            
            
            2,000
            
            
            
            
            *Richard
                A. Sandberg
            
            
            991
            
            
            
            
            *William
                Wells
            
            
            —
            
            
            
            
            *Gary
                N. Wilner
            
            
            31,000
            (8)
            
            
            
            *Nancy
                J. Wysenski
            
            
            8,334
            (9)
            
            
            
            *All
                directors and executive officers as a group (12 persons)
            
            
            4,317,477
            (10)
            
            
            23.9Wells
                Fargo & Company
            
            
            1,767,400
            (11)
            
            
            10.4Andrew
                E. Gold & Ronit M. Gold
            
            
            1,107,226
            (12)
            
            
            6.5State
                of Wisconsin Investment Board.
            
            
            931,200
            (13)
            
            
            5.5





*
            Denotes
                less than 1%




(1)
            This
                table is based upon information supplied by officers, directors,
                and
                principal stockholders of the Company and by Schedules 13D and 13G
                filed
                with the SEC. Except where indicated, the address of each five percent
                stockholder is c/o the Company, 20200 Sunburst Street, Chatsworth,
                CA
                91311. Applicable percentages are based on 16,988,869 shares of Company
                Common Stock outstanding on February 17, 2006, adjusted as required.
                The information known to the Company with respect to each of the
                following’s beneficial ownership of the Company’s Common Stock is as of
                February 17, 2006: L. Michael Cutrer, John A. Friede, Jonathan
                P. Gertler, Irwin J. Gruverman, George Jones, James W. Klingler,
                John W.
                Manzetti, John M. Sabin, Richard A. Sandberg, William Wells, Gary
                N.
                Wilner and Nancy J. Wysenski.




(2)
            Includes
                846,667 shares subject to outstanding options which are deemed exercised.
                Also includes 53,583 shares owned by a trust over which the reporting
                person has shared voting and dispositive power with his spouse. Also
                includes 2,508 shares held in a trust for the reporting person’s
                sons.




(3)
            Includes
                8.334 shares subject to outstanding options which are deemed exercised.
                Also includes 1,147,487 shares owned by two trusts over which the
                reporting person has voting and dispositive
                power.




(4)
            Includes
                30,000 shares subject to outstanding options which are deemed
                exercised.




(5)
            Includes
                103,334 shares subject to outstanding options which are deemed
                exercised.




10




(6)
            Includes
                51,567 shares subject to outstanding options which are deemed
                exercised.




(7)
            Includes
                12,500 shares subject to outstanding options which are deemed exercised.




(8)
            Includes
                30,000 shares subject to outstanding options which are deemed
                exercised.




(9)
            Includes
                8,334 shares subject to outstanding options which are deemed
                exercised.




(10)
            Includes
                1,090,736 shares subject to outstanding options which are deemed
                exercised.





(11)
                Schedule
                    13G dated December 31, 2005 states that Wells Fargo &
                    Company and its subsidiary, Wells Capital Management Incorporated,
                    are
                    beneficial owners of 1,767,400 shares. The principal address
                    for Wells
                    Fargo & Company is 420 Montgomery Street, San Francisco, CA
                    94104.


(12)
              Schedule
                  13G dated December 31, 2005 states that Andrew E. Gold and Ronit M.
                  Gold are beneficial owners of 1,107,226 shares. The principal address
                  for
                  this party is 10835 Lockland Road, Potomac, MD
                  20854.


(13)
            Schedule
                  13G dated December 31, 2005 states that State of Wisconsin Investment
                  Board is a beneficial owner of 931,200 shares. The principal address
                  for
                  this party is P.O. Box 7842, Madison, WI
                  53707.




**Equity
      Compensation**




The
      following table sets forth information about the Company’s equity compensation
      plans as of October 31, 2005.




**Plan category**
            
            
            
            **Number of Shares**
              **to be Issued Upon**
              **Exercise of**
              **Outstanding Options,**
              **Warrants and Rights**
            
            **Weighted Average**
              **Exercise Price of**
              **Outstanding Options,**
              **Warrants and Rights**
            
            **Number of Shares**
              **Remaining Available**
              **For Future Issuance Under**
              **Equity Compensation Plans**
              **(excluding securities reflected**
              **in column (a))**Equity
                compensation plans approved by stockholders(1)
            
            
            2,414,109
            
            
            
            $8.13
            
            
            
            1,902,769
            (2)Equity
                compensation plans not approved by stockholders
            
            
            —
            
            
            
            —
            
            
            
            —Total
            
            
            2,414,109
            
            
            
            $8.13
            
            
            
            1,902,769





(1)
            Consists
                of the 1996 Stock Option Plan, as amended (the “1996 Plan”), the 2003
                Non-Employee Directors’ Equity Compensation Plan (the “2003 Plan”) and the
                2000 Employee Stock Purchase Plan (the
“ESPP”).




(2)
            Includes
                shares available for issuance under the ESPP. As of October 31, 2005
                an aggregate of 170,328 shares of common stock were available for
                issuance
                under the ESPP.




11




**Item
      13****.****CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS**




None.




**Item
      14.**  **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**




**Principal
      Accountant Audit Fees and Services Fee****s**




The
      following table describes fees for professional audit services rendered by
      Singer Lewak Greenbaum & Goldstein LLP and PricewaterhouseCoopers LLP, our
      independent registered public accounting firms, for the audit of our annual
      financial statements for the fiscal years ended October 31, 2005 and 2004,
      respectively, and fees billed for other services rendered by Singer Lewak
      Greenbaum & Goldstein LLP and PricewaterhouseCoopers LLP during those
      periods.




**Type****of Fee**
            
            
            
            **2005**
            
            **2004**Audit
                Fees(1)
            
            $223,000
            
            $506,000Audit
                Related Fees(2)
            
            588,000
            
            334,000Tax
                Fees(3)
            
            70,000
            
            120,000All
                Other Fees
            
            —
            
            —Total
            
            $881,000
            
            $960,000





(1)
            Audit
                Fees include fees for professional services rendered by Singer Lewak
                Greenbaum & Goldstein LLP and PricewaterhouseCoopers LLP for the audit
                of our annual financial statements and reviews of quarterly interim
                financial statements included in our Form 10-Q. This category also
                includes fees for services that generally only the independent registered
                public accounting firm reasonably can provide to a company, such
                as
                procedures related to consents and assistance with and review of
                documents
                filed with the Securities and Exchange
                Commission.




(2)
            Audit
                Related Fees include fees for professional services rendered by Singer
                Lewak Greenbaum & Goldstein LLP and PricewaterhouseCoopers LLP
                associated with assurance and related services traditionally performed
                by
                the independent registered public accounting firm and that are reasonably
                related to the performance of the audit or review of the Company’s
                financial statements. This category includes fees related to assistance
                in
                financial due diligence related to mergers and acquisitions, accounting
                consultations, consultations concerning financial accounting and
                reporting
                standards, and an audit of the Company’s internal controls under the
                Sarbanes-Oxley Act of 2002.




(3)
            Tax
                Fees include the fees for professional services rendered byPricewaterhouseCoopers
                LLPfor
                tax compliance, tax advice and tax
                planning.




**Audit
      Committee Pre-Approval Policies and Procedures**




The
      Audit
      Committee on an annual basis reviews audit and non-audit services performed
      by
      the independent registered public accounting firm. All audit and non-audit
      services are pre-approved by the Audit Committee, which considers, among other
      things, the possible effect of the performance of such services on the auditors’
independence. The Audit Committee has considered the role of Singer Lewak
      Greenbaum & Goldstein LLP in providing services to us for the fiscal year
      ended October 31, 2005 and has concluded that such services are compatible
      with their independence as our auditors. The Audit Committee has established
      its
      pre-approval policies and procedures, pursuant to which the Audit Committee
      approved all of the foregoing audit and other services provided by Singer Lewak
      Greenbaum & Goldstein LLP and PricewaterhouseCoopers LLP in fiscal years
      2005 and 2004, respectively.




12





**PART
      IV**





**Item
      15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES**


**(b)**  **Exhibits**





**Exhibit
                No.**
            
            **Description**3.1
            Certificate
                of Incorporation of the Registrant, incorporated by reference to
                Exhibit
                3(i) of the Registrant's Registration Statement on Form 10-SB, filed
                August 22, 1995.3.2
            Certificate
                of Amendment of the Registrant, incorporated by reference to Exhibit
                3.1
                of the Registrant's Form 10-QSB for the quarterly period ended
                July 31, 1998.3.3
            Certificate
                of Domestication of the Registrant, incorporated by reference to
                Exhibit
                3(i)(a) of the Registrant's Registration Statement on Form 10-SB,
                filed
                August 22, 1995.3.4
            Bylaws
                of the Registrant, incorporated by reference to Exhibit 3(ii) of
                the
                Registrant's Registration Statement on Form 10-SB, filed August 22,
                1995.10.1
            Lease
                Agreement dated November 30, 1995 between Registrant and Abraham
                Stricks,
                incorporated by reference to Exhibit 10.2 of the Registrant's Form
                10-
                KSB, filed January 29, 1998.10.2+
            North
                American Scientific, Inc. Amended and Restated 1996 Stock Option
                Plan (as
                amended through April 6, 2001), incorporated by reference to
                Exhibit 4.4 of the Registrant's Registration Statement on Form S-8
                (Registration No. 333-61688), filed May 25, 2001.10.3+
            The
                North American Scientific, Inc. 2000 Employee Stock Purchase Plan,
                incorporated by reference to Exhibit 4.4 of the Registrant's Registration
                Statement on Form S-8 (Registration No. 333-34200), filed April 6,
                2000.10.4+
            The
                Theseus 1998 Employee, Director and Consultant Stock Plan, incorporated
                by
                reference to Exhibit 4.4 of the Registrant's Registration Statement
                on
                Form S-8 (Registration No. 333-64892), filed July 11,
                2001.10.5
            Rights
                Agreement, incorporated by reference to Exhibit 99.1 of the Registrant's
                Form 8-A, filed October 16, 1998.10.6
            Restated
                Agreement and Plan of Merger, dated as of September 22, 2000, among
                the
                Registrant, NASI Acquisition Corp., a wholly-owned subsidiary of
                the
                Registrant, Theseus Imaging Corporation, Dr. Allan M.Green, Robert
                Bender,
                Sally Hansen and Irwin Gruverman, incorporated by reference to Exhibit
                2.1
                of the Registrant's Form 8-K filed October 19, 2000.10.7
            License
                Agreement, effective as of April 1, 1998, by and between The Board
                of
                Trustees of Leland Stanford Junior University and Theseus Imaging
                Corporation, a wholly-owned subsidiary of the Registrant (confidential
                treatment granted for certain portions thereof), incorporated by
                reference
                to Exhibit 10.8 to the Registrant's Form 10-K filed January 29,
                2001.10.8
            License
                Agreement, effective as of July 20, 2001, by and between AnorMED
                Inc. and
                North American Scientific, Inc. (confidential treatment granted for
                certain portions thereof), incorporated by reference to Exhibit 10.1
                to
                the Registrant's Form 10-Q, filed March 5, 2002.10.9+
            Employment
                Agreement, dated October 13, 2000, by and between Dr. Allan M. Green
                and
                the Company, incorporated by reference to Exhibit 10.12 to the
                Registrant's Form 10-K filed January 17, 2002.10.10+
            Employment
                Agreement, dated April 1, 2002, by and between L. Michael Cutrer
                and the
                Company, incorporated by reference to Exhibit 10.1 to the Registrant's
                Form 10-Q filed August 28, 2002.10.11+
            Employment
                Agreement, dated April 7, 1998, by and between Alan I. Edrick and
                the
                Company, as amended on September 29, 1999, incorporated by reference
                to
                Exhibit 10.13 to the Registrant's Form 10-K filed January 17,
                2002.10.12+
            Employment
                Agreement, dated February 20, 2003, by and between Elliot Lebowitz,
                Ph.D.
                and the Company, incorporated by reference to Exhibit 10.1 to the
                Registrant's Form 10-Q filed March 7, 2003.10.13+
            The
                North American Scientific, Inc. 2003 Non-Employee Directors' Equity
                Compensation Plan, incorporated by reference to Exhibit 4.4 to the
                Registrant's Registration Statement on Form S-8 (Registration No.
                333-106197), filed June 17, 2003.10.14
            Agreement
                and Plan of Merger by and among the Registrant, AM Capital, Inc.
                and NOMOS
                Corporation, dated as of October 26, 2003, incorporated by reference
                to
                Exhibit 2 to the Registrant's Form 8-K filed October 27,
                2003.




13




10.15
            First
                Amendment to Agreement and Plan of Merger by and among the Registrant,
                AM
                Capital I, Inc. and NOMOS Corporation, incorporated by reference
                to
                Exhibit 2.2 to the Registrant's Registration Statement on Form S-4
                (Registration #333-110766), filed November 26, 2003.10.16*
            Employment
                Agreement dated May 5, 2004, by and between John W. Manzetti. and
                the
                Company, incorporated by reference to the Registrant's Registration
                Statement on Form S-4 (Registration #333-110766), filed November
 26,
                2003.10.17
            Second
                Amendment to Agreement and Plan of Merger by and among the Registrant,
                AM
                Capital I, Inc. and NOMOS Corporation, incorporated by reference
                to
                Exhibit 2 to the Registrant's Form 8-K filed March 5,
                2004.10.18
            The
                First Amendment dated as of April 28, 2004, to the Rights Agreement,
                dated
                as of October 12, 1998 by and between the Registrant and U.S. Stock
                Transfer Corporation, incorporated by reference to Exhibit 10 to
                the
                Registrant’s Form 8-K filed April 30, 2004.10.19
            Agency
                Agreement dated as of March 17, 2004, by and between the Registrant
                and
                NOMOS Corporation, incorporated by reference to Exhibit 10 to the
                Registrant’s Form 8-K filed March 22, 2004.10.20
            Lease
                Agreement dated August 22, 2002, by and between NOMOS Corporation
                and
                Cranberry 200 Venture, L.P., incorporated by reference to Exhibit
                10.20 to
                the Registrant’s Form 10-K filed March 11, 2005.10.21
            Amendment
                to Lease Agreement dated August 22, 2002, by and between NOMOS Corporation
                and Cranberry 200 Venture, L.P., incorporated by reference to Exhibit
                10.21 to the Registrant’s Form 10-K filed March 11, 200510.22
            Secured
                Loan Agreement dated as of October 15, 2003 by and between the Registrant
                and Prostate Centers of America, incorporated by reference to Exhibit
                10.22 to the Registrant’s Form 10-K filed March 11,
                200510.23
            Settlement
                Agreement dated as of August 4, 2004, by and among the Registrant,
                NOMOS
                Corporation and Parker/Hunter, Incorporated, incorporated by reference
                to
                Exhibit 10.23 to the Registrant’s Form 10-K filed March 11,
                200510.24
            Loan
                Agreement and Security Agreement, dated October 5, 2005, between
                NASI, the Subsidiaries and Silicon Valley Bank.,incorporated
                by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed October
                11, 2005.10.25
            Amendment
                toLoan
                Agreement and Security Agreement, dated January 12, 2006, between
                NASI,
                the Subsidiaries and Silicon Valley Bank,incorporated
                by reference to Exhibit 10.25 to the Registrant’s Form 10-K filed January
                18, 2006.14
            Code
                of Ethics incorporated by reference to Exhibit 14 to the Registrant’s Form
                10-K filed January 23, 2004.21.1
            Subsidiaries
                of the Registrant, incorporated by reference to Exhibit 21.1 to the
                Registrant’s Form 10-K filed January 18, 2006.23.1
            Consent
                of Singer Lewak Greenbaum & Goldstein LLP, incorporated by reference
                to Exhibit 23.1 to the Registrant’s Form 10-K filed January 18,
                2006.23.2
            Consent
                of PricewaterhouseCoopers LLP. incorporated by reference to Exhibit
                23.2
                to the Registrant’s Form 10-K filed January 18, 2006.31.1*
            Certification
                of Chief Executive Officer.31.2*
            Certification
                of Chief Financial Officer.32.1
            Certification
                pursuant to Rule 13a-14b under the Exchange Act and 18 U.S.C -1350,
                incorporated by reference to Exhibit 32.1 to the Registrant’s Form 10-K
                filed January 18, 2006.





+  Compensation
      plan or agreement





*  Filed
      herewith





14





**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 No. 1 to Form 10-K to
      be
      signed on its behalf by the undersigned, thereunto duly authorized.




NORTH
                AMERICAN SCIENTIFIC, INC.Date: February
              28, 2006
            By:
            /s/ L.
              MICHAEL CUTRERL.
              Michael Cutrer*President
                and Chief Executive Officer*




Pursuant
      to the requirements of the Securities Act of 1934, this Amendment No. 1 to
      Form
      10-K has been signed by the following persons on behalf of the Registrant in
      the
      capacities and on the dates indicated.





**Signature**
            
            
            
            **Title**
            
            
            **Date**/s/IRWIN
                J. GRUVERMANIrwin
                J. Gruverman
              
              /s/L.
                MICHAEL CUTRER
            Chairman
                of the
                Board of Directors
            February
                28, 2006L.
                Michael Cutrer
              
              /s/JAMES
                W. KLINGLER
            President,
                Chief Executive Officer and Director
              (Principal
                Executive Officer)
            February
                28, 2006James
                W. Klingler
              
              
              /s/DONALD
                E. HORACEK
            Senior
                Vice President and Chief Financial Officer
              (Principal
                Financial Officer)
            February
                28, 2006Donald
                E. Horacek
              
              
              /s/JOHN
                A. FRIEDE
            Corporate
                Controller
              (Principal
                Accounting Officer)
            February
                28, 2006John
                A. Friede
              
              
              /s/JONATHAN
                P. GERTLER
            Director
            February
                28, 2006Dr. Jonathan
                P. Gertler
              
              
              /s/JOHN
                M. SABIN
            Director
            February
                28, 2006John
                M. Sabin
              
              
              /s/RICHARD
                A. SANDBERG
            Director
            February
                28, 2006Richard
                A. Sandberg
              
              
              /s/GARY
                N. WILNER
            Director
            February
                28, 2006Dr. Gary
                N. Wilner
              
              /s/NANCY
                W. WYSENSKI
            Director
            February
                28, 2006Nancy
                W. Wysenski
            Director
            February
                28, 2006





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