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

                                     FORM 10-KSB/A

(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                     For the fiscal year ended December 31, 1996
                                          OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

           For the transition period from___________ to ___________

                        Commission file number 0-25344
                   _______________________________________

               NATIONAL MEDICAL FINANCIAL SERVICES CORPORATION
                       (Name of small business issuer)

           Nevada                                      25-1741216
(State or other jurisdiction of)           (I.R.S. Employer Identification No.)
 Incorporation or organization

    1315 Greg Street, Suite 103
           Sparks, Nevada                                89431
(Address of principal executive offices)               (Zip Code)

                                 702-356-2315
                         (Issuer's telephone number)

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

                                         None

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

                                     Common Stock

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

    Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB.  /X/

    State issuer's revenues for its most recent fiscal year.  $9,215,117
                                                              ----------

    State the aggregate market value of the voting stock held by
non-affiliates of the registrant computed by reference to the price at which
the stock was sold, or the average bid and asked prices of such equity, as of
March 27, 1997. $27,131,465
                -----------

    State the number of shares outstanding of each of the issuer's classes of
equity stock, as of March 27, 1997.  15,015,316
                                     ----------

                         DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the following documents are incorporated herein by reference:

    Part III - The registrant's definitive Proxy Statement for its Annual
Meeting of Stockholders, to be filed not later than 120 days after the close
of the fiscal year.

    Transitional Small Business Disclosure Format:  Yes       No   X
                                                        -----    -----
                                 PORTIONS AMENDED

    The Cover Page of the Company's Annual Report on Form 10-KSB is amended
to state the aggregate market value of the voting stock held by
non-affiliates of the registrant as $27,131,465 and to state the number of
shares outstanding of each of the issuers' classes of equity stock as
15,015,316.
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                                      SIGNATURES

    In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                             NATIONAL MEDICAL FINANCIAL SERVICES
                               CORPORATION


                             By: /s/ Douglas R. Colkitt, M.D.
                                 ------------------------------------
                                Douglas R. Colkitt, M.D., Chairman,
                                President and Chief Executive Officer


                                      SIGNATURES

         In accordance with the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signatures                       Title                                        Date
----------                       -----                                        ----
<S>                              <C>                                          <C>


/s/ Douglas R. Colkitt, M.D.     Chairman, President and                      March 28, 1997
----------------------------     Chief Executive Officer
Douglas R. Colkitt, M.D.         (Principal Executive Officer)


/s/ Robert W. Horner, Jr.        Vice President, Chief Financial Officer,     March 28, 1997
----------------------------     Treasurer and Secretary (Principal
Robert W. Horner, Jr.            Financial and Accounting Officer)


/s/ Jude J. Spak                 Director                                     March 28, 1997
----------------------------
Jude J. Spak


/s/ Richard L. Flickinger        Director                                     March 28, 1997
----------------------------
Richard L. Flickinger


/s/ Robert M. Colkitt            Director                                     March 28, 1997
----------------------------
Robert M. Colkitt

</TABLE>