<PAGE> 1 

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              SECURITIES AND EXCHANGE COMMISSION  
                                 
                   Washington, D. C.   20549  
              ----------------------------------   
                           FORM 10-Q  
  
[ x ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  
         SECURITIES EXCHANGE ACT OF 1934  
  
         For the quarterly period ended December 31, 1996.
  
[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
         SECURITIES EXCHANGE ACT OF 1934  
         For the transition period from:   
  
                  ------------------------------ 
                 Commission file number 0-27094
                 ------------------------------  
 
                  FIRST AMERICAN SCIENTIFIC CORP.
    (Exact name of Registrant as specified in its charter.)  
  
      NEVADA                                       88-0338315 
(State of other jurisdiction of                 (IRS Employer  
incorporation or organization)                 Identification
No.) 

  
                      409 Granville Street, Suite 303 
                   Vancouver, British Columbia   V6C 1T2
 (Address of principal executive offices, including zip code.)  
                                 
                        (604) 681-8656  
      Registrant's telephone number, including area code.  
  
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 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            NO   x
  
The number of shares outstanding of the Registrant's Common  
Stock, no par value per share, at December 31, 1996 was 10,914,493
shares.  
 
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<PAGE> 2 
                             PART I  

ITEM 1.   FINANCIAL STATEMENTS.  














                   FIRST AMERICAN SCIENTIFIC CORP.

                         FINANCIAL STATEMENTS
            Unaudited - See Notes to Financial Statements

                          DECEMBER 31, 1996
































<PAGE> 3
FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<CAPTION>
                                   Six Months
                                   Ending         Year ending
                                   12/31/96       06/30/96 
<S>                                <C>            <C>
ASSETS

Current Assets
   Bank                            $   (97,138)   $    (5,339)
   Accounts receivable                 163,756             -
   Inventory - raw materials            14,427             -
   Prepaid expenses                     18,907          9,103
                                   -----------    -----------
                                        99,952          3,764
                                   -----------    -----------
Other Assets
   Technology license                1,905,000      1,905,000
   Ultrasound equipment                872,246        864,260
   Plant assets and equipment        1,466,368        139,929
   Leasehold Improvements                5,476          5,476
   Security deposit                     15,568          8,510
                                   -----------    -----------
                                     4,264,768      2,923,175
                                   -----------    -----------
                                   $ 4,364,720    $ 2,926,939
                                   ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Account payable                 $   359,718    $    75,415
   Accrued interest payable                 -          12,762
   Agreement payable                    30,000             -
   License agreement payable           563,500      1,230,000
                                   -----------    -----------
                                       989,218      1,318,177
                                   -----------    -----------
Stockholders' Equity
   Common Stock - $0.001 par value
   50,000,000 shares authorized
   10,914,493 shares issued             16,607         8,505

   Additional paid in capital        2,786,520     1,400,818

   Deficit accumulated during the 
    development stage                 (801,072)     (473,421)
                                   -----------    ----------
   Total Stockholders' Equity        2,002,100       935,902
                                   -----------    ----------
                                   $ 4,364,720    $ 2,926,939
                                   ===========    ===========
</TABLE>
           See accompanying notes to financial statements.
                                 F-1
<PAGE> 4
FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Company)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
<TABLE>
<CAPTION>
                                   Six Months
                                   Ending         Year ending
                                   12/31/96       06/30/96 

<S>                                <C>            <C>
INCOME                             $       -      $       -

OPERATING EXPENSES                   (327,651)      (473,421)
                                   ----------     ----------

NET INCOME (LOSS)                  $ (327,651)    $ (473,421)
                                   ==========     ==========

NET INCOME (LOSS) PER SHARE        $    (0.032)   $    (0.06)
                                   ==========     ==========


</TABLE>
     The Company is in the development stage and has not commenced
operations.  Said operations will commence in January 1997.



























           See accompanying notes to financial statements.

                                 F-2

<PAGE> 5
FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY

(In order to transmit these documents to the SEC via EDGAR, First
American Scientific Corp., a development stage enterprise, Statement
of Stockholders' Equity has been formatted to fit on two pages.  This
is page 1 of page 2.)
<TABLE>
<CAPTION>
                                                  Six 
                                                  Months    Year
                              Common Stock        Ending    ending
                         Shares         Amount    12/31/96  06/30/96 
<S>                      <C>            <C>       <C>       <C>
BALANCE
   Inception 04/12/95             0          0    $       0 $      0

ADD
   Sale of 6,000,000      6,000,000      6,000       94,000        0
   shares of Common 
   Stock on 05.02095 for
   $100,000 cash.

   Sale of 250,000          250,000        250      174,750        0
   shares of Common 
   Stock on 06/22/95 for
   $175,000 payment
   on license agreement

   Sale of 600,000          600,000        600      269,400        0
   shares of Common 
   Stock on 09/18/95 
   for $270,000

   Sale of 200,000          200,717        200       99,800        0
   shares of Common 
   Stock on 10/20/95 
   in lieu of $100,000 
   payment on a
   management contract

   Sale of 380,717          380,717        381      170,942        0
   shares of Common 
   Stock on 03/25/96 
   in settlement of 
   debt conversion
   for Canadian and 
   U.S. dollar loans

   Private Placement         74,400         74       92,926        0
   sale of 74,000 shares 
   Common Stock at $1.25

           See accompanying notes to financial statements.

                                 F-3

<PAGE> 6

FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY

(In order to transmit these documents to the SEC via EDGAR, First
American Scientific Corp., a development stage enterprise, Statement
of Stockholders' Equity has been formatted to fit on two pages.  This
is page 2 of page 2.)

                                                  Six   
                                                  Months    Year
                              Common Stock        Ending    ending
                         Shares         Amount    12/31/96  06/30/96 
<S>                      <C>            <C>       <C>       <C>
   Sale of 1,000,000      1,000,000      1,000      499,000        0
   shares of Common Stock 
   on 02/29/96 regarding 
   the purchase of one 
   Gypsum SDM and the 
   related technology, 
   per agreement

   Sale of 1,000,000      1,000,000      1,000      499,000        0
   shares of Common Stock 
   on 07/10/96 regarding 
   purchase of technology 
   covering all materials, 
   per agreement

   Sale of 452,376          452,376        403      201,046        0
   shares of Common Stock 
   on 07/03/96 in settlement 
   of debt conversion for 
   Canadian and U.S. dollar 
   loans

   Sale of 957,000          957,000      6,699      663,201        0
   shares of Common Stock 
   in Private Placement
   financing, in 09/96

   Net Loss for period                                      (327,651)
                         ----------     ------    --------- ---------
   Balance 12/31/96      10,914,493     16,607    2,764,065 (327,651)


</TABLE>




           See accompanying notes to financial statements.

                                 F-3
<PAGE> 7

FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS 
<TABLE>
<CAPTION>
                                             Six 
                                             Months    Year
                                             Ending    ending
                                             12/31/96  06/30/96 
<S>                                          <C>       <C>
CASH FLOWS PROVIDED (USED) IN OPERATIONS
   Net Income (loss)                         $ (327,651)  $ (473,421)
   Adjustment to reconcile net loss to 
   net cash used by operations:
     Management fees paid by issuance of stock       -       100,000
     (Increase) in accounts receivable         (163,756)          -
     (Increase) in inventory                    (14,427)          -
     (Increase) in prepaid expenses              (9,805)      (9,103)
     Increase in accounts payable               320,303       75,415
     Increase in accrued interest payable       (12,761)      12,761
     Increase in agreement payable               30,000           -
     Payment on license agreement payable      (166,500)    (127,000)
                                             ----------     ----------

CASH FLOWS PROVIDED (USED) IN INVESTING ACTIVITIES
   Payment for technology license                   -       (248,000)
   Purchase of equipment                    (1,334,535)     (629,188)
   Leaseholder improvements                         -         (5,476)
   Security deposits                            (7,058)       (8,510)
   Proceeds from loans                          901,991      844,183
                                             ----------     ----------
                                               (439,602)     (46,991)
                                             ----------     ----------
                                                692,400      463,000
                                             ----------     ----------
CASH FLOWS PROVIDED (USED) IN FINANCING ACTIVITIES
   Proceeds from sale of stock               $  (91,799)   $  (5,339)
                                             ==========     ==========
</TABLE>
NET INCREASE IN CASH

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Cash paid during the period for:
     Interest                                          $       0
     Income tax                                        $       0

SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES
  
     Issued 957,000 shares of Common Stock in private placement
financing.

     Issued 1,000,000 shares of Common Stock to Spectrasonic Corp. On
the purchase of worldwide rights to all industrial minerals re SDM
machine.  Transaction value is $500,000 in common stock plus cash of
$730,000.

     Issued 452,376 shares of Common Stock in settlement of debt
conversion for $201,449 with LCM Equity Inc.

           See accompanying notes to financial statements.
                                 F-4

<PAGE> 8

FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS 
December 31, 1996

1.   Organization and Summary of Significant Accounting Policies:

Organization: First American Scientific Corp. (the Company) was
incorporated on April 12, 1995 under the laws of the State of Nevada,
has a year end of June 30.  The Company, originally organized to
become a manufacturer of rubber powder for industrial fillers, has
acquired the rights to process and sell industrial products such as
gypsum, limestone, and sulphur.  Because of the speculative nature of
the Company, there are significant risks which are summarized as
follows:

     *    Newly formed company with no sales or operating history.
     *    Limited funds available for expansion or operations or debt
          repayment.
     *    Assets principally consisting of technology, licenses and
          related equipment, which are not patented.

The Company is considered to be in the development stage as defined
in Statement of Financial Accounting Standards No. 7.  There have
been no operations since incorporation.

Summary of Significant Accounting Policies: Depreciation will begin
when the Company's property, plant and equipment are placed in
service.  The cost of property, plant and equipment will be
depreciated over the estimated useful lives of the related assets. 
The cost of leasehold improvements will be depreciated over the less
of the length of the related assets or the estimated useful lives of
the assets.  Depreciation will be computed on the straight-line
method for financial reporting purposes and for income tax purposes.

Amortization of the Company's technology licenses will begin when the
Company's property, plant and equipment (which directly originate
from the licensed technology) are placed in service.  The cost of the
Company's technology licenses will be amortized over the estimated
economic life of fifteen years.

Organization costs were expensed when paid.

2.   Stockholders' Equity

Common Stock: All shares have been adjusted for a 6 for 10 reverse
stock split on August 14, 1995.






                                 F-5

<PAGE> 9
FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS  
December 31, 1996
 
3.   Offices and Employees

The Company owns no real property.  It leases 1,000 square feet of
office space at Suite 303 - 409 Granville Street, Vancouver, British
Columbia V6C 1T2 from L.C.M. Equities Inc.  The current lease is
unwritten and is month-to-month.  The Company also leases 3,000
square feet of plant space at 4500 Vanguard Road, Richmond, British
Columbia V6X 2P4 from Spectrasonic Corp., pursuant to a written lease
agreement dated December 1, 1995.  The lease is for a three year
period commencing December 1, 1995 and ending November 30, 1998. 
Monthly rental is $2,775 per month for the first two years, and
increases 10% in the third year.

In May 1996, the Company signed a lease to rent facilities in
Bakersfield, California, for the industrial processing business for
gypsum, limestone and specialty products.  The lease, which requires
payments of US$2,000 per month, expires on May 14, 1997.

The Company has eight employees at December 31, 1996.

4.   Technology License

On June 22, 1995, the Company entered into a license agreement with
Spectrasonic Corp. for the worldwide license to its unpatented Sonic
Disintegration Equipment for use in rubber and glass recycling and
disposal, for a period of ninety-nine years.  The purchase price of
this license and one SDM Machine was $550,000 and the license rights
are valued at $250,000.  Since this initial agreement, modifications
were made to the first SDM bringing its cost to $440,740, at December
31, 1996.

On February 22, 1996, the Company entered into an additional license
agreement with Spectrasonic Corp. for the worldwide license to its
unpatented Ultrasound Equipment for exclusive use in gypsum
disintegration, disposal, recycling, remanufacturing or manufacturing
of used or new raw materials.  The purchase price of this license and
one SDM Machine for gypsum-related use was $775,000 with the parties
agreeing that the technology license is valued at $425,000 and the
gypsum SDM machine is valued at $350,000.  Certain modifications have
been made to the machine, bringing its cost at December 31, 1996 to
$431,616.

On May 17, 1996, the Company executed another agreement with
Spectrasonic Corp. for the worldwide license to equipment developed
by Spectrasonic for use in disintegration, disposal, recycling,
manufacturing and remanufacturing of "any and all kinds of materials"
for a period of ninety-nine years.  The purchase price of this
license was $1,230,000, which consisted of the Company issuing to 

                                 F-6
<PAGE> 10
FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS  
September 30, 1996

4.   Technology License continued

Spectrasonic 1,000,000 shares of First American common stock (with an
aggregate deemed value of US$500,000 and agreeing to pay
CDN$1,000,000 (US$730,000) in varying amounts between June 30, 1996
and January 2, 1997.  This agreement has been amended to defer final
payment until later in 1997.

5.   Translation of Foreign Currency.

The Company has adopted Financial Accounting Standard No. 52.  The
Canadian foreign exchange rate has remained approximately the same
since inception.  Accordingly, a small transaction gain has been
recorded in the Statement of Loss.  Since the exchange rate has
remained approximately the same since inception, there is no
translation adjustment to be reflected in the Statement of
Stockholders' Equity.

Common stock issued for the payment of the license agreement was
recorded in U.S. dollars.

6.   Earnings (Loss) Per Share

The net income (loss) per share is computed using the weighted
average number of shares outstanding and amounts to ($0.03) per
share.

7.   Stock Compensation Plans

The Company has adopted a consultant and employees stock compensation
plan.  The total number of shares included in the Plan is 350,000. 
Any shares issued as a result of the exercise of option thereunder
will be "restricted securities."  Options may only be granted to
employees and consultants of the Company.  The Board of Directors is
vested with authority and discretion to prescribe, amend and rescind
rules and regulations relating to the plan.  No options have been
issued as of June 30, 1996.

The Company has also adopted a directors and officers' stock option
plan.  Directors have approved a plan wherein 1,000,000 shares are
eligible for distribution.  To date there has been no allotment to
eligible directors and officers.







                                 F-7
<PAGE> 11
FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS  
September 30, 1996

8.   Impairment of Long-Lived Assets

Management of the Company intends to review annually events or
changes in circumstances that indicate the carrying amount of an
asset may not be recoverable.  Statement of Financial Accounting
Standard No. 121 will be applied to long-lived assets for the year
beginning after June 30, 1996.

9.   Related Party Transaction

Spectrasonic Corp. (see note 4 above) and Westmoreland Capital Corp.
are owned and controlled by John Sand and Jon Martin, each of whom
50% of the outstanding common stock of each entity.

10.  Loans

On March 1, 1996, the Company entered into a loan agreement with LCM
Equity Inc.  The lender agreed to provide a revolving line or credit
up to $500,000 until February 16, 1997.  Principal and interest at 9%
shall become due and payable on February 16, 1997.  The principal
balance owning at December 31, 1996 is $72,692.  This balance will 
be converted in 1997. LCM Equity has also advanced additional sums of
$415,260 which will also be converted to common shares in 1997.

The Company on April 30, 1996, also entered into a loan agreement
with Knowlton Capital, Inc. wherein the lender agreed to provide a
revolving line of credit up to $800,000 which matures on June 30,
1997.  Knowlton Capital, Inc. has the option of renewing the loan,
converting to common stock, or redemption.  The balance owning to
Knowlton Capital, Inc. at December 31, 1996 was $769,737.

11.  Royalty Agreement

On October 15, 1995, the Company entered into a gross royalty
agreement with Strategic International, Inc.  The agreement grants to
Strategic International, Inc. a gross perpetual royalty of $0.015 per
pound on all glass and rubber which is processed through, by or under
license granted on June 22, 1995, to First American Scientific Corp.
by Spectrasonic Corp. Strategic International, Inc. was instrumental
in arranging the licensing agreements with Spectrasonic Corp.  No
royalties were payable at December 31, 1996.










<PAGE> 12

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

     The Company is considered to be in the development stage as
defined in Statement of Accounting Standards No 7.  There have been no
operations since incorporation on April 12, 1995 and all funds required
to maintain liquidity and finance the construction of the plant in
Bakersfield have been raised through sale of stock and loans.  The
Company intends to continue to raise funds through the sale of stock,
and from loans arranged through Knowlton Capital Corp and through LCM
Equity Inc, until it becomes operational, and can generate its own
capital requirements. 

     At December 31, 1996, the Company had an overdraft of $97,000. 
This was retired early in January 1997 by additional loans injected
into the Company. The Company has sufficient liquidity to maintain its
operation through its startup stage.  The Company has completed its
capital construction program and the plant is now operational. Partial
operation commences in January 1997 and full production starts February
3, 1997.  During the quarter ending December 31, 1996, the Company
raised in excess of $400,000 through loans and sale of stock.  Most of
these funds were used to finalize construction of the plant in
Bakersfield, California.

Results of Operations

     During the second quarter ending December 31, 1996, the Company
incurred an operating loss of $98,000 thus bringing the loss for the
year to date to $327,000.  These losses are the result of plant
construction and not being in a position to generate revenue. 
Concurrently with this, the Company incurred operating expenses for
equipment rental, freight, contract labor, consulting fees, office and
utility expenses.  This fully completed plant consists of two (2) SDM
machines, bagging equipment, bulk hoppers, extensive electrical panels
and component equipment, various conveyor systems, and sundry other
items.  This equipment, in addition to the 2 SDM machines, has been
installed at a cost in excess of $1,500,000.  This expansion of
facilities has been financed through sale of stock, and through loans
provided primarily by Knowlton Capital Corp and through LCM Equity Inc. 
Some funding was also arranged through Monarch Consulting Services in
Manila, Philippines. This plant is now fully completed and will be in
full production February 3, 1997.

     This quarter saw the Company commence sale of bulk gypsum from its
mine site directly to its customers.  This product does not require
processing through its SDM machines and can be delivered directly from
the mine site to the customer's storage area.  These sales amounted to
$197,000, and will increase appreciably in the first quarter of 1997. 

     Because of these sales, it was necessary to commence purchasing of
raw materials and to incur the rail cost of shipment of the product to
the customer. 

<PAGE> 13

     During the quarter ending December 31, 1996, the Company raised in
excess of $400,000 through loans and sale of stock.  These funds were
used to pay for fixed asset additions to the plant and in reduction of
the balance owing on the license agreement. 
     
     During the quarter ending December 31, 1996, the Company reduced
its obligations to Spectrasonic from $620,500 to $563,500. The Company
intends to retire this remaining debt by mid 1997.

     The Company has been advised by LCM Equity Inc. and another lender
that they intend to convert their loans to stock in the first quarter
of 1997.  These loans amount to almost $400,000.

Inflation

     Inflation has not been a factor in the quarter ending December 31,
1996. This is consistent with the previous quarter and for the fiscal
year ending June 30, 1996 wherein inflation has not been a factor. 
Construction costs were not adversely affected by inflation, nor has
inflation had any adverse affect on operating costs to date.

Quarter Ended December 31, 1996

     The Company rents premises at 4100 Burr Street in Bakersfield,
California, for the sum of $2,000 per month.  These premises are rented
for a one year period with the option to renew for an additional 2
years.  The plant consists of two (2) SDM machines which are currently
leased, which in turn generate processed industrial minerals at the
rate of 10 to 12 tons per hour for both machines.  These machines are
supplemented by approximately $1,500,000 in additional equipment, such
as conveyors, bagging equipment, large bulk hoppers, various and sundry
electrical equipment, weigh scales and receiving docks and sundry other
items. 

     During the quarter ending December 31, 1996, the largest single
expenditure was $25,000 for research and development at the Richmond,
British Columbia research center.  This development work was primarily
directed to rubber applications but some expenditure was incurred
regarding the biowaste (sludge) process.

     All results are reflected in U.S. dollars and any foreign exchange
loss or gain is nominal in that the value of the Canadian dollar to the
U.S. dollar has changed very little during the past year.

Foreign Operations

     The Company has rented facilities in Richmond, British Columbia
Canada, a suburb of Vancouver, British Columbia Canada.  At these
facilities, the Company carries out research and development work on
all three group applications, rubber, biowaste, and industrial
minerals. The majority of its efforts in the quarter ending December
31, 1996 was directed toward rubber. The changes made in the rubber
process have allowed for much improved throughput and the Company feels
it will soon be introducing this process to the commercial market.

<PAGE> 14

     The Company intends to continue to conduct basic research and
development at this center in order to realize its goal of obtaining
commercial applications for all three group applications.

     This research and development is conducted in a wholly owned
subsidiary (a British Columbia company) of First American Scientific
Corp. No revenues have been generated at this facility.















































<PAGE> 15
 
                           SIGNATURES  
  
Pursuant to the requirements of the Securities Exchange Act of  
1934, the Registrant has duly caused this report to be signed on  
its behalf by the undersigned, thereunto duly authorized.  
  
Dated this 4th day of April, 1997.   
  
FIRST AMERICAN SCIENTIFIC CORP.  
(the "Registrant")  
  
BY:  /s/ Jack Lovelock, Chief Executive Officer 
     and a member of the Board of Directors.

BY:  /s/ Robert G. Dinning, Secretary/Treasurer, 
     Chief Financial Officer and a Member of 
     the Board of Directors.
  



































<PAGE> 16
 
                          EXHIBIT INDEX 
 
Exhibit 
  No.                Description 
  
 27                  Financial Data Schedule