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

        
                                      FORM 10-Q/A
         


        [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

        For the Quarterly Period Ended March 31, 1997
                                       --------------

                                          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 0-20968
                               -------

                          Advanced Mammography Systems, Inc.
          -----------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

                     Delaware                          04-3166438         
            ---------------------------       -----------------------------
           State or other jurisdiction        (IRS Employer Identification
               of incorporation or                       Number)
                  organization  

               46 Jonspin Road, Wilmington, Massachusetts        01887
            --------------------------------------------------------------
               (Address or principal executive offices)     (Zip Code)

                                    (508) 657-8876
            -------------------------------------------------------------
                 (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
        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      
            -----      ------

        As of May 2, 1997, there were 7,616,254 shares of Common Stock, $.01
        par value, outstanding.


   <PAGE>

        
     FORM 10-Q/A
          

        
                             AMENDMENT NO. 1
         

        
             The undersigned registrant hereby amends the following items,
        financial statements, exhibits or other portions of its Form 10-Q
        for the quarterly period ended March 31, 1997 as set forth in the
        pages attached hereto:
         

        
        (List all such items, financial statements, exhibits or other
         portions amended)
         

        
        1.   Items 1 and 2 Financial Statements and Management's
             Discussion and Analysis - Amended to reflect a change in 
             accounting for the May 1996 issuance of the convertible
             debentures.  (See Note 1 in NOTES TO CONSOLIDATED FINANCIAL
             STATEMENTS (UNAUDITED))
         

                                      -2-

     <PAGE>

        
     FORM 10-Q/A
         

                          ADVANCED MAMMOGRAPHY SYSTEMS, INC.
                         ------------------------------------



                                        INDEX
                                        -----



        PART I.   FINANCIAL INFORMATION                               PAGE NO.
                  ---------------------                               --------

                  Item 1.  Financial Statements

                        Balance Sheets:
                           March 31, 1997 and September 30, 1996             4

                        Statements of Operations:                            5
                           Quarters and Six months ended March 31, 1997
                           and March 31, 1996 and for the period from 
                           July 2, 1992 (inception) to March 31, 1997

                        Statements of Cash Flows:                            6
                           Six months ended March 31, 1997 and March 31,
                           1996; 
                           and for the period from July 2, 1992 (inception) 
                           to March 31, 1997

                        Notes to Financial Statements                      7-9

                  Item 2.  Management's Discussion and Analysis           10-11
                              of Financial Condition and Results
                              of Operations  

        
         
                   Signature                                               12
                   ---------

                                      -3-
   <PAGE>

         
        FORM 10-Q/A   
         
        PART 1 - FINANCIAL INFORMATION 
        ITEM 1 - FINANCIAL STATEMENTS
           

                          ADVANCED MAMMOGRAPHY SYSTEMS, INC.
                         (A COMPANY IN THE DEVELOPMENT STAGE)
                                    BALANCE SHEETS


                                                   March 31,    September
                                                     1997          30,
                                                  (Unaudited)      1996     
                                                  ----------   -----------

        ASSETS

        CURRENT ASSETS

        Cash and cash equivalents            $  2,101,523  $  1,997,076

        Inventory                                 887,009     1,123,404

        Other current assets                        9,761        27,204  
                                                ---------   -----------

             TOTAL CURRENT ASSETS               2,998,293     3,147,684


        Equipment - at cost, net of 
             accumulated depreciation 
             of $401,673 and $335,277
             at March 31, 1997 and 
             September 30, 1996,                  619,474       611,432
             respectively

        Patent - at cost, net of 
             amortization of $10,112 
             and $7,060 at March 31, 
             1997 and September 30,
             1996, respectively                    21,608        24,661

        Debt issue cost                           154,287       200,574  
                                                 --------      --------

        TOTAL ASSETS                         $  3,793,662  $  3,984,351
                                              ===========  ============

        LIABILITIES AND STOCKHOLDERS' EQUITY

        CURRENT LIABILITIES

        Accounts payable & accrued expenses  $    216,156  $    184,785

        Compensation payable                      116,829        52,259

        Accounts payable to related party       1,180,078       671,551    
                                                ---------     ---------

             TOTAL CURRENT LIABILITIES          1,513,063       908,595

        Notes Payable                             512,744     1,471,751   
                                             ------------   -----------

             TOTAL LIABILITIES               $  2,025,807  $  2,380,346

        STOCKHOLDERS' EQUITY

        Preferred stock, $.01 
           par value, 5,000,000 
           shares authorized none issued               --            --

        Common stock, $.01 par 
           value, authorized 
           25,000,000 shares;                     103,663        83,467
           issued 10,366,254 
           and 8,346,740

        
        Additional paid in capital             16,659,429    14,368,543

        Deficit accumulated 
          during the development 
          stage                               (14,995,237)  (12,848,005)   
                                            -------------    ----------
         


             TOTAL STOCKHOLDERS' EQUITY         1,767,855     1,604,005   
                                              -----------    ----------

        TOTAL LIABILITIES & 
          STOCKHOLDERS' EQUITY               $  3,793,662  $  3,984,351
                                                =========   ===========

        See notes to financial statements 

                                      -4-
   <PAGE> 

        
        FORM 10-Q/A
                                       
            
                          ADVANCED MAMMOGRAPHY SYSTEMS, INC.
                         (A COMPANY IN THE DEVELOPMENT STAGE)
                               STATEMENTS OF OPERATIONS
                                     (UNAUDITED)


        
                                                 QUARTERS ENDED
                                                 --------------
                                                    MARCH 31,
                                                    --------

                                                1997         1996
                                                ----         ----
         REVENUES                                    

         System Revenues . . . . . .      $   400,000     $    -- 
                                          -----------     ---------

         TOTAL REVENUES  . . . . . . . . .    400,000          --  

                                                     
         OPERATING EXPENSES                          

         Acquired technology . . . . . . .         --          --

         Manufacturing . . . . . . . . . .    484,210          --

         Research & development  . . . . .    456,261     275,971

         General & administrative  . . . .    618,611     587,701          
                                              -------   ---------

         TOTAL OPERATING EXPENSES  . . . .  1,559,082     863,672    
                                            ---------    --------
                                                     
         (LOSS) FROM OPERATIONS  . . . . . (1,159,082)   (863,672)
                                           ----------

                                                     
         Amortization of debt issuance        (23,143)         --
         cost  . . . . . . . . . . . . . . 

         Interest expense  . . . . . . . .         --          --

         Interest & other income . . . . .     25,455      16,503          
                                              -------     -------
                                                     

         NET LOSS AND DEFICIT                        
           ACCUMULATED DURING 
           DEVELOPMENT STAGE . . .       $(1,156,770) $(  847,169)
                                         ===========  ===========
                                                     
         NET LOSS PER SHARE  . . . .     $     (.18)  $      (.22)
                                         ==========   ===========
                                                     

         Weighted average number of common           
         shares outstanding  . . . . . . .  6,259,830   3,848,376
                                          ===========  ============


       
                                   SIX MONTHS ENDED        CUMULATIVE FROM
                                    ---------------           JULY 2, 1992
                                      MARCH 31,            (INCEPTION DATE)
                                     ----------          TO MARCH 31, 1997
                                                         -----------------
                                  1997          1996
                                  ----          ----
    REVENUES                                                  
     System Revenues . .      $    400,000       $    --        $  400,000
                               -------------    -----------    --------------

       TOTAL REVENUES  . . .       400,000            --           400,000
                                                                   
      OPERATING EXPENSES                                        

      Acquired technology .            --             --         1,720,000

      Manufacturing . . . .       548,526             --           548,526

      Research & development      847,711        497,795         4,574,573

      General & administrative  1,150,673      1,019,810         6,920,969
                                ---------      ---------       -----------
      TOTAL OPERATING 
         EXPENSES  . . .        2,546,910      1,517,605        13,764,068
                                ---------     ----------       -----------

      (LOSS) FROM OPERATIONS  (2,146,910)    (1,517,605)      (13,364,068)
                                                                   

      Amortization of debt 
      issuance cost . . . .      (46,286)            --          (388,105)
     
      Interest expense                --             --        (1,599,999)
      
      Interest & other 
        income . . . .            45,963         28,609           356,935
                                --------        -------         ---------
                                                         
                  
    NET LOSS AND DEFICIT  
     ACCUMULATED DURING 
     DEVELOPMENT STAGE. .    $(2,147,223)   $(1,488,996)     $(14,995,237)
                             ===========    ===========      ============
       
                                                                   
      NET LOSS PER 
        SHARE  . .           $      (.36)   $      (.39)
                             ===========    ===========

                                                                   
      Weighted average 
      number of common 
      shares outstanding       5,924,642      3,848,376
                             ===========    ===========

        See notes to financial statements.

                                      -5-
   <PAGE> 

        
        FORM 10-Q/A
                                  
            
                         ADVANCED MAMMOGRAPHY SYSTEMS, INC. 
                         (A COMPANY IN THE DEVELOPMENT STAGE)
                               STATEMENTS OF CASH FLOWS
                                     (UNAUDITED)


                                                  Six Months Ended March 31,
                                                  --------------------------

                                                        1997           1996
                                                        ----           ---- 
          CASH FLOWS FROM OPERATING ACTIVITIES:               
             Net Income (Loss)  . . . . . . . . .  $(2,147,223   $(1,488,996) 
                                                   -----------   -----------
             Adjustments to reconcile net                     
             loss to net cash flows from
             operating activities:    

               Depreciation and amortization  . .       90,276        59,844

               Amortization of debt issuance cost       46,286            --

      
               Amortization of discount related
                to issuance of convertible
                debentures  . . . . . . . . . . .           --            --
       
               Common stock issued for                        
                technology rights . . . . . . . .           --            --

             Changes in assets and liabilities:               

               Inventories  . . . . . . . . . . .      236,395      (139,586)

               Other current assets . . . . . . .       17,443            --

               Accounts receivable  . . . . . . .           --       (54,147)

               Accounts payable &                             
                 accrued expenses . . . . . . . .       31,371       130,940

               Other current liabilities  . . . .      573,097       (17,963) 
                                                       -------       -------

             Total adjustments  . . . . . . . . .      994,868       (20,912) 
                                                       -------       -------
          NET CASH (USED) FOR OPERATING                       
          ACTIVITIES: . . . . . . . . . . . . . .   (1,152,365)   (1,509,908)
                                                    ----------    ----------

                                                              
          CASH FLOWS FROM INVESTING ACTIVITIES:               

             Patent costs . . . . . . . . . . . .           --        (2,187)

             Net additions to furniture,                      
               equipment, and leasehold
               improvements . . . . . . . . . . .      (74,438)       (5,758)
                                                    ----------    ----------

          NET CASH (USED) FOR INVESTING                (74,438)       (7,945) 
          ACTIVITIES: . . . . . . . . . . . . . .   ----------    ----------

                                                              
          CASH FLOWS FROM FINANCING ACTIVITIES:               

             Payment of notes payable . . . . . .           --            --

             Proceeds from notes payable &                  --            --
               warrants . . . . . . . . . . . . .

             Public offering of stock, net  . . .           --            --

             Private placement  . . . . . . . . .    1,500,000            --

             Debt issuance cost . . . . . . . . .     (168,750)           --

             Cost of public offering  . . . . . .           --            --

             Sale of option to purchase units . .           --            --

             Exercise of stock & warrants . . . .           --            -- 
                                                      --------       -------

          NET CASH PROVIDED BY FINANCING             1,331,250            -- 
          ACTIVITIES: . . . . . . . . . . . . . .    ---------       -------

                                                              

          CASH AND CASH EQUIVALENTS:                          

             Net increase (decrease)  . . . . . .      104,447    (1,517,853)

             Balance, beginning of period . . . .    1,997,076     1,832,563 
                                                    ----------    ----------

             Balance, end of period . . . . . . .   $2,101,523      $314,710 
                                                    ==========     =========
                                                              



                                                          Cumulative From
                                                           July 2, 1992
                                                         (Inception Date)
                                                         To March 31, 1997
                                                        ------------------

          CASH FLOWS FROM OPERATING ACTIVITIES:
       
             Net Income (Loss)  . . . . . . . . . . .       $(14,995,237)
                                                            -------------
       
             Adjustments to reconcile net loss 
               to net cash flows from
               operating activities: 

               Depreciation and amortization  . . . .          1,190,366

               Amortization of debt issuance cost . .            128,968
     
               Amortization of discount related to
                  issuance of convertible 
                  debentures  . . . . . . . . . . . .          1,000,000
      
               Common stock issued for                            40,000
                  technology rights . . . . . . . . . 

             Changes in assets and liabilities:

               Inventories  . . . . . . . . . . . . .           (887,009)

               Other current assets . . . . . . . . .             (9,761)

               Accounts receivable  . . . . . . . . .                 --

               Accounts payable & accrued expenses  .            216,156

               Other current liabilities  . . . . . .          1,296,907
                                                              ----------

             Total adjustments  . . . . . . . . . . .          1,975,627
                                                             -----------

          NET CASH (USED) FOR OPERATING ACTIVITIES: .        (12,019,610)
                                                             -----------

          CASH FLOWS FROM INVESTING ACTIVITIES:

             Patent costs . . . . . . . . . . . . . .            (31,720)

             Net additions to furniture, equipment,
              and leasehold improvements  . . . . . .         (1,021,148)
                                                            ------------

          NET CASH (USED) FOR INVESTING ACTIVITIES: .         (1,052,868)
                                                            ------------
          

          CASH FLOWS FROM FINANCING ACTIVITIES:

             Payment of notes payable . . . . . . . .         (2,000,000)

             Proceeds from notes payable & warrants .          5,000,000

             Public offering of stock, net  . . . . .          8,901,000

             Private placement  . . . . . . . . . . .          1,500,000

             Debt issuance cost . . . . . . . . . . .           (699,712)

             Cost of public offering  . . . . . . . .         (1,436,617)

             Sale of option to purchase units . . . .                129

             Exercise of stock & warrants . . . . . .          3,909,201
                                                            ------------

          NET CASH PROVIDED BY FINANCING ACTIVITIES:          15,174,000
                                                           -------------

          
          CASH AND CASH EQUIVALENTS:

             Net increase (decrease)  . . . . . . . .          2,101,523

             Balance, beginning of period . . . . . .                 --
                                                           -------------

             Balance, end of period . . . . . . . . .         $2,101,523
                                                           =============

        See notes to financial statements.

                                      -6-
   <PAGE> 

        
        FORM 10-Q/A
         


        NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


        NOTE 1 - BASIS OF PRESENTATION
        ------------------------------

        
             The accompanying financial statements of Advanced Mammography
        Systems, Inc. ("AMS" or the "Company") have been restated to
        include adjustments to the September 30, 1996 balances of additional
        paid in capital and deficit accumulated during the development stage
        to reflect a change in accounting for the May 1996 issuance of
        convertible debentures whereby the beneficial conversion feature of
        the debentures was recorded as additional interest expense.
         

        
             This amended Form 10-Q should be read in conjunction with all
        subsequent filings with the Securities and Exchange Commission
        which reflect significant developments including a proposed merger
        of AMS and Advanced NMR Systems, Inc. ("ANMR").
         

             The results of operations for the interim periods shown in this
        report are not necessarily indicative of results to be expected for
        the fiscal year.  In the opinion of management, the information
        contained herein reflects all adjustments necessary to make the
        results of operations for the interim periods a fair statement of such
        operations.  All such adjustments are of a normal recurring nature.

             The accompanying financial statements do not contain all of the
        disclosures required by generally accepted accounting principles and
        should be read in conjunction with the financial statements and
        related notes included in the Company's annual report on Form 10-K for
        the year ended September 30, 1996.

        NOTE 2 - THE COMPANY
        --------------------

        
             The Company is a development stage company which was organized
        in Delaware in July 1992 to acquire and develop proprietary technology
        from ANMR in order to design, manufacture and commercialize a 
        dedicated (or partial body) magnetic resonance imaging ("MRI") system
        for breast imaging which can be used to detect and characterize breast
        tissue abnormalities.
         

             In February 1996, the U.S. Food and Drug Administration (the
        "FDA") cleared the commercial use of the Company s AuroraTM dedicated
        MR Breast Imaging System.  In order to fully commercialize the Aurora
        System and to demonstrate diagnostic effectiveness as an accepted tool
        for the diagnosis and management of breast disease and permit
        reimbursement for dedicated breast MRI by third parties such as
        Medicare, private insurance and managed care consortiums, the Company
        must develop maximum clinical utility.  The Company has launched a
        clinical study which includes a scientific investigation of the
        improved breast imaging device in a large patient population to
        provide objective evidence of its clinical utility.  The System has
        been placed at the University of Texas Medical Branch at Galveston and
        a second System will be installed at the Faulkner-Sagoff Centre for
        Breast Health Care in Boston, MA during the third fiscal quarter.  It
        is anticipated that the breast imaging technology should gain clinical

                                      -7-
     <PAGE>

        
     FORM 10-Q/A
         

        acceptance over the next two years and continue to evolve as further
        information is obtained from the clinical studies concerning
        additional applications.

             The Company intends to market its MRI breast imaging products or
        components thereof, either directly to hospitals and clinics or
        through a marketing or joint venture arrangement with one or more
        distributors.
          

        NOTE 3 - THE ANMR ESCROW SHARES
        -------------------------------

             In connection with the Company's January 1993 public offering,
        ANMR, which was the sole stockholder of the Company, placed in escrow
        an aggregate of 2,750,000 (the "Escrow Shares") of the 4,000,000
        shares of the Common Stock it owned. As of May 1, 1997, all Escrow
        Shares have been forfeited and contributed to the capital of the
        Company as a result of the Company s failure to achieve certain
        financial milestones. Upon forfeiture of the Escrow Shares, ANMR s
        interest in the Company is now reduced to approximately 16%.

        NOTE 4 - THE SHARED SERVICES AGREEMENT
        --------------------------------------

             To optimize the Company s and ANMR s operating efficiency, the
        Company and ANMR entered into a Shared Services Agreement as of
        January 25, 1993, whereby the companies share common expenses and
        functions, for example, executive officers, marketing, field service,
        administration, regulatory approvals and outside services.  On August
        29, 1996, the original Agreement dated January 25, 1993, was
        terminated and the Company and ANMR entered into a new agreement.  On
        August 6, 1996, ANMR announced that it has eliminated research,
        development and production of its InstaScan technology.  Restructuring
        of ANMR could have an impact on the future availability of ANMR
        scientific personnel under the Shared Services Agreement and its
        related technology before the period under the ANMR License Agreement. 

             The Company believes that its transactions with ANMR described
        above was on terms not less favorable to the Company than the terms
        that would have been available from unaffiliated parties under similar
        circumstances.  Actual comparisons with other transactions are not
        possible, however.

        NOTE 5 - THE ANMR LICENSE AGREEMENT
        -----------------------------------

             In June 1992, the Company entered into the ANMR License Agreement
        with ANMR pursuant to which the Company was granted a perpetual,
        worldwide exclusive, royalty-free license to all proprietary
        technology and related know-how, including patents owned and/or
        licensed by ANMR and patent applications filed or to be filed by ANMR
        (the "Licensed Technology"), to the extent, if any, useful in
        connection with developing a dedicated MRI system for mammography (the
        "Field of Use").

                                      -8-
     <PAGE>

        
     FORM 10-Q/A
         

        NOTE 6 - PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES
        ----------------------------------------------------

             In May  1996, the Company closed a Regulation S private placement
        (the "Placement") of $3 million principal amount 4% Convertible
        Debentures of the Company (the "Debentures") due December 1, 1998 (the
        "Maturity Date"). The Debentures accrue interest at the rate of 4% per
        annum from the date of issuance to the Maturity Date, or earlier
        either upon conversion or prepayment.  Upon conversion, the Company
        has the option to pay the accrued interest on the Debentures being
        converted in shares of its Common Stock at the then conversion rate. 
        At March 31, 1997, approximately $513,000 of Debentures was still
        outstanding after certain conversions.  The net proceeds of the
        Placement of approximately $2,750,000, after payment of fees and
        related expenses, is being used for completion of product development
        of the Company s Aurora System, the commercialization and marketing of
        the Aurora System and working capital.

             In connection with the Placement, the Company issued to the
        placement agents for the Debentures, warrants for the purchase of
        197,500 shares of the Company's Common Stock at an exercise price of
        $2.20 per share for a period or eighteen months and warrants for an
        additional 197,500 shares of Common Stock at an exercise price of
        $2.50 per share for a period of five years.

        NOTE 7 - PRIVATE PLACEMENTS OF STOCK AND WARRANTS
        -------------------------------------------------

             In February 1997, the Company sold an aggregate of 1,219,514
        shares of Common Stock and three year warrants (as adjusted) to
        purchase 1,244,920 shares of Common Stock at an exercise price of
        $1.93 per share for $1,500,000.  These placements were in accordance
        with Regulation S and Regulation D under the Securities Act of 1933. 
        In connection with the placements, the Company issued to the placement
        agent three year warrants for the purchase of 243,902 shares of Common
        Stock, one half exercisable immediately and the other half exercisable
        proportionately with the exercise of the placement warrants, at an
        exercise price of $1.68 per share and paid 11-1/4% in fees and
        expenses.  

                                      -9-
   <PAGE> 

         
        FORM 10-Q/A
         

        ITEM 2

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        ---------------------------------------------------------------
        RESULTS OF OPERATIONS
        ----------------------

             The following discussion should be read in conjunction with the
        attached notes hereto, and with the audited financial statements and
        notes thereto for the year ended September 30, 1996.

        RESULTS OF OPERATIONS
        ---------------------

        
             The Company was formed in July 1992 and is in the development
        stage.  In the second quarter of this fiscal year, the Company
        received payment in full and recorded its first sale of the Aurora 
        system to the Beta site in Galveston, Texas.  As a result of charging
        operations with the cost of its technology license acquired from ANMR,
        as well as salaries and consulting fees of persons engaged in research
        and development activities, the Company had an accumulated deficit of
        $14,995,237 at March 31, 1997. 
         

             Research and development expense was approximately $848,000 in
        the six months of fiscal 1997, an increase of 70% compared with
        approximately $498,000 in the same period in fiscal 1996.  The
        increase is due to the addition of technical personnel assigned from
        ANMR to complete the R&D effort.  The Company expects research and
        development expense to stabilize at this level through fiscal 1997.  
            
             General & administrative expense for the six months of fiscal
        1997 was $1,151,000, an increase of 13% compared with $1,019,000 for
        the same period in fiscal 1996.  The increase is due primarily to
        additional personnel responsible for clinical applications, customer
        support and regulatory and compliance management.  

             Total operating expenses for the six months of fiscal 1997 were
        $2,547,000, an increase of 68% compared to approximately $1,518,000 in
        the same period in fiscal 1996.  The increase was mainly due to the
        cost of sales of the first Aurora system, increased staffing of the
        manufacturing process to prepare for future Aurora sales, and
        increased expenditures for Research & Development.

        LIQUIDITY AND CAPITAL RESOURCES
        -------------------------------

             At March 31, 1997 the Company had working capital of
        approximately $1,485,000 including available cash of approximately
        $2,102,000.  The Company expects to continue to incur substantial
        expenditures for development, marketing, and clinical studies of the
        breast imaging system.

             The Company believes its existing cash reserves, including the
        proceeds from the May 1996 Debentures and the February 1997 placements
        (see Item 1 Notes 6 and 7) are adequate to fund its operating
        activities for the next six months.  The Company is seeking to obtain
        additional funds through debt or additional equity placements,however,
        there is no assurance that this will result in any financing or that
        the terms would not be dilutive to stockholders.  Should the Company

                                      -10-
     <PAGE>

        
     FORM 10-Q/A
         

        be unable to obtain any such future financing arrangement, it would
        examine alternative courses such as sale or disposition of assets or
        alliances or mergers with strategic partners. 

             The Company is including the following cautionary statement in
        its Report on Form 10-Q to make applicable and take advantage of the
        safe harbor provisions of the Private Securities Litigation Reform Act
        of 1995 for any forward-looking statements made by, or on behalf of
        the Company.  Forward-looking statements include statements concerning
        plans, objectives, goals, strategies, future events or performance and
        underlying assumptions and other statements which are other than
        statements of historical facts.  Certain statements contained herein
        are forward looking statements and accordingly involve risks and
        uncertainties which could cause actual results or outcomes to differ
        materially from those expressed in the forward-looking statements. 
        The Company's expectations, beliefs and projects are expressed in good
        faith  and are believed by the Company to have a reasonable basis,
        including without limitations, management's examination of historical
        operating trends, data contained in the Company's records and other
        data available from third parties, but there can be no assurance that
        management's expectations, beliefs or projections will result or be
        achieved or accomplished.  In addition to other factors and matters
        discussed elsewhere herein, the following are important factors that,
        in the view of the Company, could cause actual results to differ
        materially from those discussed in the forward-looking statements: 
        technological advances by the Company's competitors, changes in health
        regulations and health care reform, including reimbursement programs,
        capital needs to fund research programs, delays in product
        development, lack of market acceptance of technology and the
        availability of capital on terms satisfactory to the Company.  The
        Company disclaims any obligation to update any forward-looking
        statements to reflect events or circumstances after the date hereof.

        
         

                                      -11-
     <PAGE>

        
        FORM 10-Q/A
         

                                      SIGNATURE
                                             
        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.

                                          Advanced Mammography Systems, Inc.
                                          -----------------------------------
                                          (Registrant)           
        


       
        Date:  August 4, 1997             /s/ Steven J. James
                                          --------------------
                                          Steven J. James
                                          Chief Financial Officer
         

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