SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C.  20549

                               Form 10-QSB

               QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended July 31, 1999		Commission File No. 2-98314-W

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

            Delaware                                    52-1233960
(State of other Jurisdiction of         (I.R.S. Employer Identification No.)
incorporated or organization)


8050 Southern Maryland Boulevard, Owings, Maryland                20736
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: (301) 855-8070

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.

                     Yes  X                        No __

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

        4,411,060 shares of Common Stock ($0.005 par value per share)
                       outstanding at July 31, 1999



                                   INDEX

                      MEDICAL ADVISORY SYSTEMS, INC.

PART I. FINANCIAL INFORMATION

Item 1.   Consolidated Financial Statements (Unaudited)

          Balance Sheet - July 31, 1999 and October 31, 1998

          Statement of Operations - Three and Nine  months ended
          July 31, 1999 and 1998

	  Statement of Cash Flow - Nine months ended July 31, 1999 and 1998

	  Notes of Condensed Financial Statements:  July 31, 1999

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings
Item 2.  Changes in Securities
Item 3.  Defaults from Senior Securities
Item 4.  Submission of Matters to a Vote of Security Holders
Item 5.  Other Information
Item 6.  Reports on Form 8-K and Exhibits.

SIGNATURES


                        Medical Advisory Systems, Inc.
                         Consolidated Balance Sheets

                                                   October 31,        July 31,
                                                          1998           1999*
------------------------------------------------------------------------------

Assets

Current
  Cash                                             $   579,331     $ 1,246,235
  Accounts receivable, less allowance for
  doubtful accounts of $77,744 and $73,045             907,720         388,085
  Inventories                                           26,745          38,204
  Prepaid expenses and other                             6,802           8,875
  Deferred income taxes                                 37,015          37,015
                                                   -----------     -----------

Total current assets                                 1,557,613       1,718,414


Property, plant and equipment, at cost, less
  accumulated depreciation and amortization          1,015,055       1,071,819

Investments                                            660,000       1,266,865

Deferred investment advisory fees                           -          517,205

Deferred income taxes                                  387,739         387,739
                                                   -----------     -----------

                                                   $ 3,620,407     $ 4,962,042

See accompanying summary of accounting policies and notes to
consolidated financial statements.
*   Restated.

                            Medical Advisory Systems, Inc.
                             Consolidated Balance Sheets


                                                   October 31,       July 31,
                                                          1998          1999*
------------------------------------------------------------------------------

Liabilities and Stockholders' Equity

Current
  Current maturities of long term debt             $   315,617     $     3,323
  Current maturities of capital lease obligations           -           25,769
  Accounts payable and accrued expenses                437,249         286,835
  Deferred income                                      327,565          21,517
                                                   -----------     -----------

Total current liabilities                            1,080,431         337,444
                                                   -----------     -----------

Long-term debt                                         134,069         131,534
Capital lease obligations                                   -          107,029
                                                   -----------     -----------

Total liabilities                                    1,214,500         576,007
                                                   -----------     -----------

Joint venturers's interest                             (24,706)             -


Commitments and Contingencies

Stockholders' Equity (Notes 5 and 6)
  Convertible preferred stock, $1.75 par value,
   1,000,000 shares authorized, none outstanding            -              -
  Common stock; $0.005 par value; 10,000,000 shares
   authorized; 3,885,878 and 4,772,378 shares issued;
   3,819,938 and 4,411,060 shares outstanding           19,430          23,862
  Warrants to purchase common stock                         -        1,089,671
  Additional paid-in capital                         3,824,763       6,640,539
  Accumulated deficit                               (1,369,997)     (3,208,191)
  Treasury stock,at cost(65,940 and 361,318 shares)    (43,583)       (159,846)
                                                   -----------     -----------

Total stockholders' equity                           2,430,613       4,386,035
                                                   -----------     -----------

                                                   $ 3,620,407     $ 4,962,042
                                                   ===========     ===========

See accompanying summary of accounting policies and notes to
consolidated financial statements.
  *  Restated.


                       Medical Advisory Systems, Inc.
                   Consolidated Statements of Operations

Three Months Ended July 31,                               1998           1999*
------------------------------------------------------------------------------

Revenue:

Program Services                                   $   206,980     $   238,196
Assistance Services                                    246,993          79,085
Pharmaceutical Sales                                   120,921         128,589
Chat Center Revenue                                         -        1,249,920
Training Services                                       18,435          19,475
                                                   -----------     -----------

Total Revenue                                          593,329       1,715,265
                                                   -----------     -----------

Operating Expenses:

Program & Assistance Medical Services                   81,284          55,440
Pharmaceutical Cost of Goods                            53,196          69,781
Chat Center Medical Services                                -          913,592
Other Chat Center Costs                                     -           19,296
Cost of Training Services                                6,590           8,216
Salaries and Wages                                     246,359         295,841
Other Selling, General and Administrative              256,575         573,297
Depreciation & Amortization                             25,405          28,923
                                                   -----------     -----------

Total Operating Expenses                               669,409       1,964,386
                                                   -----------     -----------

Operating (Loss)                                       (76,080)       (249,121)

Other Income/(Expense):
Option Revenue                                          66,149              -
Other Income                                                -            2,638
Interest Income                                         13,044          15,654
Interest Expense                                        (3,232)         (2,872)
                                                   -----------     -----------

Total Other Income/(Expense)                            75,961          15,420
                                                   -----------     -----------

Income (loss before earnings (loss) of affiliate
   and joint venture minority interest                    (119)       (233,701)

Equity in loss of affiliate                                 -       (1,136,160)
Joint venture minority interest                         34,890              -
                                                   -----------     -----------

Net income (loss) before extraordinary item        $    34,771     $(1,369,861)
                                                   ===========     ===========

See accompanying summary of accounting policieand notes to
consolidated financial statements.
*Restated.


                           Medical Advisory Systems, Inc.
                       Consolidated Statements of Operations


Three Months Ended July 31,                               1998           1999*
------------------------------------------------------------------------------

Basic and diluted earnings                               $ .01           $(.31)
  (loss) per share
Weighted average shares outstanding                  3,885,878       4,397,010

See accompanying summary of accounting policies and notes to
consolidated financial statements.
  * Restated.



                              Medical Advisory Systems, Inc.
                          Consolidated Statements of Operations


Nine Months Ended July 31,                                1998           1999*
------------------------------------------------------------------------------

Revenue:

Program Services                                   $   600,211     $   702,186
Assistance Services                                    789,807         427,598
Pharmaceutical Sales                                   375,823         357,142
Chat Center Revenue                                         -        2,802,057
Training Services                                       83,259          57,217
                                                    ----------     -----------

Total Revenue                                        1,849,100       4,346,200
                                                    ----------     -----------

Operating Expenses:

Program & Assistance Medical Services                  241,795         174,895
Pharmaceutical Cost of Goods                           190,827         179,380
Chat Center Medical Services                                -        2,051,864
Other Chat Center Costs                                     -           65,233
Cost of Training Services                               19,472          18,802
Salaries and Wages                                     726,052         915,028
Other Selling, General and Administrative              660,190       1,197,298
Depreciation & Amortization                             74,216          77,119
                                                    ----------     -----------

Total Operating Expenses                             1,912,552       4,679,619
                                                    ----------     -----------

Operating Loss                                         (63,452)       (333,419)

Other Income/(Expense):
Option Revenue                                         132,299              -
Other Income                                            62,532          11,258
Gain on sale of joint venture investment                    -           62,468
Interest Income                                         45,624          37,895
Interest Expense                                       (13,803)        (72,910)
                                                    ----------     -----------

Total Other Income/(Expense)                           226,652          38,711
                                                    ----------     -----------

Income (loss) before earnings (loss) of affiliate
   and joint venture and extraordinary item            163,200        (294,708)


Equity in loss of affiliate                                 -       (1,825,359)
Joint venture minority interest                         34,025              -
                                                    ----------     -----------

Income (loss)before extraordinary item                 197,225      (2,120,067)

Extraordinary gain                                          -          330,822
                                                    ----------     -----------

Net income (loss)                                   $  197,225     $(1,789,245)
                                                    ==========     ===========


See accompanying summary of accounting policies and notes to
consolidated financial statements.
  * Restated.


                            Medical Advisory Systems, Inc.
                         Consolidated Statements of Operations


Nine Months Ended July 31,                                1998           1999*
------------------------------------------------------------------------------

Basic and diluted earnings
  (loss) per share                                       $0.05           $(.41)

Weighted average shares outstanding                  3,885,878        4,397,010

See accompanying summary of accounting policies and notes to
consolidated financial statements.
  * Restated.



                          Medical Advisory Systems, Inc.
                      Consolidated Statements of Cash Flows


                                                  Nine Months Ended July 31,
                                                          1998           1999*
------------------------------------------------------------------------------


Cash flows from operating activities:
  Net income (loss)                                $   197,225     $(1,789,245)
  Adjustment to reconcile net income (loss)
    to net cash provided by operating activities:
    Depreciation and amortization                       74,119          77,119
    Equity in loss of affiliate                             -        1,825,359
    Compensation expense for options and warrants           -          447,862
    (Increase) decrease in:
       Accounts receivable                             521,642         267,207
       Inventory                                        (1,057)        (11,459)
       Prepaid expenses and other                        4,912         (16,669)
    Increase (decrease):
       Accounts payable and accrued expenses          (286,599)         44,312
       Deferred income                                 (34,372)          7,886
       Other                                                -          (22,801)
                                                    ----------     -----------

Net cash provided by (used for) operating activities   441,942         829,571
                                                    ----------     -----------

Cash flows from investing activities:
  Purchase of Investment                                 8,499      (2,432,019)
  (Purchase) disposal of property and equipment, net  (126,213)        (69,108)
                                                    ----------     -----------

Net cash provided by (used in) investing activities   (117,714)     (2,501,127)
                                                    ----------     -----------

Cash Flows from financing activities
  Proceeds from sale of preferred stock, net of cost        -        2,706,661
  Proceeds from sale of common stock, net of cost           -          112,047
  Dividends Paid - preferred stock                          -          (48,950)
  Purchase of treasury stock                                -         (116,263)
  Repayment of loans to banks and related parties     (126,824)       (315,035)
                                                    ----------     -----------

Net cash provided by (used In) financing activities   (126,824)      2,338,460
                                                    ----------     -----------

  Net increase in cash                                 197,404         666,904

  Cash at beginning of period                          729,609         579,331

  Cash at end of the period                        $   927,013     $ 1,246,235


Supplemental disclosure of Cash Flows information:
  Cash paid during period for interest             $    14,778     $    64,696

See accompanying summary of accounting policies and notes to
consolidated financial statements.
  * Restated.




                       MEDICAL ADVISORY SYSTEMS, INC.

                  NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE A - Basis of Presentation

The accompanying unaudited condensed financial statements
have been prepared in accordance with the instructions to SEC
Form 10-QSB, and therefore, do not include all information
necessary for a fair presentation of financial position, results of
operations and cash flows in conformity with generally accepted
accounting principles.

In the opinion of management, all adjustments (consisting of only
normal recurring accruals) considered necessary for a fair
presentation have been included.  Operating results for the nine
months period ended July 31, 1999 are not necessarily indicative
of the results that may be expected for the year ended October
31, 1999.  The unaudited consolidated financial statement should
be read in connection with the consolidated financial statements
and footnotes thereto included in the Company's annual report
on 10-KSB for the year ended October 31, 1998.

NOTE B - Consolidated Statements

The consolidated financial statements include the accounts of
Medical Advisory Systems, Inc. (MAS) and its wholly-owned
subsidiaries MAS Laboratories, Inc., Doc-Talk, LLC and
TLC, Inc. Significant intercompany transactions have been
eliminated in consolidation.

The consolidated financial statements as of October 31, 1998
and for the nine months ended July 31, 1998 also include
100% of the assets, liabilities and operating results of
Assistance Services of America, Inc. (ASA).  The Joint
Venturer's Interest reflected on the October 31, 1998
consolidated balance sheet and the consolidated statements of
operations for the nine months ended July 31, 1998 represent
the other joint venturer's share (50%) of ASA's equity
(deficit) and results of operations.

In March, 1999, the Company sold 100% of its equity
interest in ASA to ASA's remaining shareholder, SACNAS
International.  The terms of the sale agreement included
SACNAS International assuming all responsibilities for
operations of ASA effective November 1, 1998.  The
accompanying July 31, 1999 financial statements include
certain adjustments to reflect the Company discontinuing
operating ASA.  Accordingly, the accompanying consolidated
balance sheet at July 31, 1999 and the statement of
operations for the nine months ended July 31, 1999 do not
include the assets, liabilities and operating results of ASA.

NOTE C - Use of Estimates

The preparation of the financial statements in conformity with
generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date (s) of the financial
statements and the reported amounts of revenues and
expenses during the reporting period (s).  Actual results could
differ from those estimates.

NOTE D - Restatement

As a result of a limited review of its financial statements for the nine
months ended July 31, 1999 by its newly retained independent auditors,
BDO Seidman, LLP, the Company concluded that it should change its method
of accounting for the investment in AmericasDoctor.com and for
options and warrants issued to non-employees. Effective November 1, 1998,
the Company changed to the equity method of accounting for its investment
in AmericasDoctor.com.  Application of the equity method requires that the
Company record in its financial statements its prorata share of the losses
of AmericasDoctor.com for each quarterly reporting period.
Previously, the company accounted for its investment in AmericaDoctor.com
using the cost method. In addition effective November 1, 1998, the Company
changed its method of accounting for options and warrants issued to
non-employees. The Company has recorded the fair value of
the options and warrants as an additional expense, over the vesting period,
if any, as required by Statement of Financial Accounting Standards No. 123.
In one instance, the Company deferred a portion of the fair value of warrants
issued to an investment banking firm that was committed to
provide investment advisory and investor relations services to the Company
for three years. The Company is amortizing these deferred investment advisory
fees to expense ratably over three years.

The following table summarizes the effect of the restatement on net income
and income per share:


                                        Quarter  Ended      Period Ended
                                        July 31, 1999       July 31, 1999
------------------------------------------------------------------------------

Income as originally reported             $    87,242        $   512,430

Effect of accounting changes               (1,457,103)        (2,301,675)
                                          -----------        -----------

Restated net loss                         $(1,369,861)       $(1,789,245)
                                          ===========        ===========

Income (loss) per share

As originally reported                         $ .02               $ .12
Restated                                       $(.31)              $(.41)




                          MEDICAL ADVISORY SYSTEMS, INC.

PART I. FINANCIAL INFORMATION

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


Restatement of results of Quarter Ended January 31, 1999

As a result of a limited review of its financial statements for
the nine months ended July 31, 1999, the Company
concluded that it should change its method of accounting for
the investment in AmericasDoctor.com and for options and
warrants issued to non-employees. Effective November 1,
1998, the Company changed to the equity method of
accounting for its investment in AmericasDoctor.com. which
requires the Company to record in its financial statements its
prorata portion of the losses generated by
AmericasDictor.com for the period. In addition effective
November 1, 1998, the Company changed its method of
accounting for options and warrants issued to non-
employees. The Company has recorded the fair value of the
options and warrants issued to nonemployees. The Company
has recorded the fair value of options and warrants as an
additional expense over the vesting period, if any, as required
by generally accepted accounting principles. The effect of the
restatement on net income is as follows:

The following table summarizes the effect of the restatement on net
income and income per share:


                                        Quarter  Ended      Period Ended
                                        July 31, 1999       July 31, 1999
--------------------------------------------------------------------------

Income as originally reported            $    87,242        $   512,430

Effect of accounting changes              (1,457,103)        (2,301,675)
                                         -----------        -----------

Restated net loss                        $(1,369,861)       $(1,789,245)



1999 Compared to 1998
---------------------

For the first nine months of FY 1999 sales were
$4,346,200.  For the first nine months of last year sales were
$1,849,100.  Sales for the first nine months of FY 1999
reflect deleted business from the sale of ASA (see NOTE-B).
Deleting ASA sales from the first nine months of FY 1998,
results in sales of $1,498,603 for comparison to the first nine
months of FY 1999.  Therefore, sales for the first nine
months of FY 1999 comparatively increased by 190%.  For
the three months ended July 31, 1999 sales where $1,715,265
compared to the same period of FY 1998 with sales of
$593,329.  Deleting ASA sales from the third quarter of 1998
resulted in sales of $505,336, an increase of 239%. The
increase resulted primarily from chat center revenues, a new
business segment launched in the forth quarter of FY 1998.

Chat Center revenues totaled $1,249,520 during the
third quarter and $2,802,057 during the first nine months of
1999.  These revenues were derived from a new business
segment launched in the forth quarter of FY 1998.   The
Company provides professional medical information "chats"
via the internet to internet service providers and internet users
on behalf of AmericasDoctor.Com.  The Company anticipates
continuing increases in revenues from this business segment.
The Company has been informed by AmericasDoctor.com
that there is a dispute over the term of the Call Center Service
Agreement between the companies.  AmericasDoctor.com
believes it was the intent of the parties that
AmericasDoctor.com could elect not to renew the agreement
for the period July 2, 2001 through July 2, 2003.  The
Company believes only the Company has the right to elect
not to renew the contract for that period.

Revenues from Program Services were $702,186 for
the first nine months of FY 1999 compared to $600,211 for
the same period in FY 1998, an increase of 17.0%.  Revenues
for the third quarter of FY 1999 were $238,196 compared to
$206,979 for the same period of FY 1998.  This increase
resulted from the stabilization of the size of the U.S.
merchant marine fleet along with expanded marketing efforts,
plus the addition of outpatient clinical services at the
Company's headquarters building.

The Company had assistance service revenues of
$427,598 during the first nine months of FY 1999.  First nine
months sales for last year were $789,807.  Sales for the first
nine months reflect deleted business from the sale of ASA
(see NOTE-B).  Deleting ASA sales from the first nine
months of FY 1998, results in sales of $161,013 for
comparison to the first nine months of FY 1999.  Sales for
the first nine months of FY 1999 comparatively increased by
266%, resulting primarily from a one-time transition fee of
$164,500 paid by SACNAS International related to its
purchase of the Company's interest in Assistance Services of
America, Inc. (See Sale of the Company's Affiliate,
Assistance Services of America, Inc. below).  The third
quarter of FY 1999 had revenues of $79,085 as compared to
$246,993 for FY 1998.  Deleting ASA sales from the third
quarter of FY 1998 resulted in revenues of $71,184, an
increase of 11%.  SACNAS has now purchased the
Company's shares in ASA and the Company is now providing
leased office space and case handling services under a new
services agreement.  Management therefore anticipates
continuing revenues from this business line for the remainder
of fiscal year 1999.

Revenues from pharmaceutical sales were $357,142
for the first nine months of FY 1999 reflecting a decrease in
revenues of $18,681 or 5.2% when compared to the same
period of 1998.   This decrease reflects the loss of a
pharmaceutical contract with a major customer.  The third
quarter of FY 1999 had sales of $128,589 as compared to the
same period of FY 1998 revenues of $120,921, an increase
for the third quarter of $7,668 or 6.3%.  The Company has
recently obtained additional contracts that are expected to
bring pharmaceutical revenues back in line with the previous
fiscal year.

The Company's training program provided revenues
of $ 57,218 for the nine months, a 31.3% decrease compared
to training revenues of $ 83,259 in the first nine months of
FY 1998.  The third quarter of FY 1999 had revenues of
$19,476, compared to FY 1998 third quarter sales of
$18,435, an increase of 5.6%.


Sale of the Company's affiliate, Assistance Services of
America, Inc. (ASA)

On March 9, 1999 the Company entered into an
agreement to sell all of its interest in Assistance Services of
America, Inc. (ASA) to SACNAS International (SACNAS).
SACNAS paid $189,500 in cash, forgave an outstanding note
payable of $250,000 and sold back to the Company 295,378
shares of the Company's common stock for $116,248.  The
Company paid SACNAS $57,000 to settle accrued interest
on the note payable.


Agreement with Assistance Services of America, Inc. (ASA)

In conjunction with the final sale by the Company of
all of its interests in ASA to SACNAS, the Company entered
into a lease and service agreement with ASA and SACNAS.
Under this agreement ASA is renting office space in the
Company's headquarters building in Owings, Maryland and
continuing to use the Company to service its US medical and
travel cases.  The lease and service agreement has a 1-year
term with automatic renewals, and may be cancelled by either
party upon 90 days notice.  Additionally, the Company and
SACNAS have agreed to pursue the international expansion
of the Company's core medical information programs
through the call centers operated by SACNAS in 19
countries.


MEDICAL ADVISORY SYSTEMS, INC.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities

         In February, 1999 the Company sold 500,000 shares
         of a Series A Redeemable Convertible Preferred
         Stock in a private placement.  On May 01, 1999 all of
         the preferred shareholders elected to convert these
         shares into MAS common stock.

Item 3.  Defaults from Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders

         On June 4,1999 the Company issued a Proxy
         Statement to all shareholders that on June 25, 1999
         the Company will hold its annual shareholders
         meeting.

Item 5.  Other Information

         In 1986 the Company filed an S-1 registration under
         the Securities Act of 1933.  The Company has
         previously filed 10-KSB and 10-QSB reports on a
         voluntary basis.  On August 13, 1999 the Company
         filed with the Securities and Exchange Commission
         form 8A/A subjecting the Company to the Exchange
         Act of 1934.



Item 6.  Exhibits and Reports on Form 8-K

	(a)  Exhibits.  None
	(b)  Reports on Form 8-K.  On file





                    MEDICAL ADVISORY SYSTEMS, INC.

                             SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
and the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


					MEDICAL ADVISORY SYSTEMS, INC.
                                                (Registrant)



Date: October 20, 1999                 /s/ Thomas M. Hall, M.D., M.I.M.
                                      ___________________________________
                                           Thomas M. Hall, M.D. M.I.M.
                                           Chief Executive Officer