SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

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

For Quarter Ended                                        Commission file number
September 30, 2004                                              0-26575

                            U.S. NEUROSURGICAL, INC.
             (Exact name of Registrant as specified in its charter)

            Delaware                                      52-1842411
(State of other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        identification No.)

            2400 Research Blvd, Suite 325, Rockville, Maryland 20850
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (301) 208-8998

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

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.

           Class                             Outstanding at October 28, 2004
           -----                             -------------------------------
Common Stock, $.01 par value                        7,697,185 Shares

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION
                     U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
ASSETS
                                                                     September 30,     December 31,
                                                                          2004             2003
                                                                          ----             ----
                                                                      (unaudited)
<S>                                                                   <C>               <C>
Current assets:
     Cash and cash equivalents                                        $  474,000        $   89,000
     Accounts receivable                                                 456,000           372,000
     Accounts receivable-stockholder                                     114,000            96,000
     Cash held in escrow                                                      --           211,000
     Other current assets                                                283,000           144,000
                                                                      ----------        ----------
         Total current assets                                          1,327,000           912,000
                                                                      ----------        ----------

Gamma Knife (net of accumulated depreciation of
     $6,960,000 in 2004 and $6,645,000 in 2003)                        1,152,000         1,467,000
Leasehold improvements (net of accumulated
      amortization of $1,532,000 in 2004 and $1,483,000 in 2003)         510,000           559,000
Office furniture and computers (net of accumulated
     depreciation of 106,000 in 2004 and $105,000 in 2003)                 1,000             2,000
                                                                      ----------        ----------
         Total property and equipment                                  1,663,000         2,028,000
                                                                      ----------        ----------

Deferred tax asset                                                       166,000           104,000
Cash held in escrow                                                      106,000           106,000
                                                                      ----------        ----------

         TOTAL                                                        $3,262,000        $3,150,000
                                                                      ==========        ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses                            $  170,000        $  198,000
     Obligations under capital leases
      and loans payable- current portion                                 271,000           581,000
     Due to stockholder                                                  300,000           300,000
     Deferred tax liability                                              242,000           150,000
     Other current liabilities                                           102,000            42,000
                                                                      ----------        ----------
         Total current liabilities                                     1,085,000         1,271,000

Obligations under capital leases and loans payable
     net of current portion                                              432,000           342,000
Asset retirement obligations                                             200,000           200,000

                                                                       1,717,000         1,813,000
                                                                      ----------        ----------

Stockholders' equity:
     Common stock                                                         77,000            79,000
     Additional paid-in capital                                        2,793,000         2,808,000
     Accumulated deficit                                              (1,325,000)       (1,533,000)
     Treasury stock, at cost                                                  --           (17,000)
                                                                      ----------        ----------
         Total stockholders' equity                                    1,545,000         1,337,000
                                                                      ----------        ----------

         TOTAL                                                        $3,262,000        $3,150,000
                                                                      ==========        ==========
</TABLE>

  The accompanying notes to financial statements are an integral part hereof.


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<PAGE>

                     U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                       Three Months Ended
                                                          September 30,
                                                          -------------

                                                      2004              2003
                                                      ----              ----

Revenue:
      Patient Revenue                             $   637,000       $   490,000
                                                  -----------       -----------

Expenses:
     Patient Expenses                                 151,000           261,000
     Selling, General and Administrative              401,000           386,000
                                                  -----------       -----------
         Total                                        552,000           647,000
                                                  -----------       -----------

Income (loss) from operations                          85,000          (157,000)

Interest expense                                      (17,000)          (21,000)

Other income                                            1,000                --
                                                  -----------       -----------

Income (loss) before tax                               69,000          (178,000)
Income tax benefit (provision)                        (25,000)           68,000
                                                  -----------       -----------

Net (loss) income                                 $    44,000       $  (110,000)
                                                  ===========       ===========

Earnings per share                                $       .01       $      (.01)
                                                  ===========       ===========

Proforma weighted average shares outstanding        7,776,606         7,841,185

   The accompanying notes to financial statements are an integral part hereof.


                                       3
<PAGE>

                     U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                       Nine Months Ended
                                                          September 30,
                                                          -------------

                                                      2004              2003
                                                      ----              ----

Revenue:
      Patient Revenue                             $ 1,940,000       $ 1,875,000
                                                  -----------       -----------

Expenses:
     Patient Expenses                                 484,000           724,000
     Selling, General and Administrative            1,085,000         1,106,000
                                                  -----------       -----------
     Total                                          1,569,000         1,830,000
                                                  -----------       -----------

Income from operations                                371,000            45,000

Interest expense                                      (50,000)          (68,000)

Other income                                           25,000             1,000
                                                  -----------       -----------

Income (loss) before tax                              346,000           (22,000)
Income tax benefit (provision)                        138,000             6,000
                                                  -----------       -----------

Net income (loss) income                              208,000           (16,000)
                                                  ===========       ===========

Earnings (loss) per share                         $       .03       $        --
                                                  ===========       ===========

Proforma weighted average shares outstanding        7,806,137         7,841,185

   The accompanying notes to financial statements are an integral part hereof.


                                       4
<PAGE>

                     U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                     Nine Months Ended
                                                                                        September 30
                                                                                        ------------

                                                                                    2004            2003
                                                                                    ----            ----
<S>                                                                              <C>              <C>
Cash flows from operating activities:
         Net (loss) income                                                       $ 208,000         (16,000)
         Adjustments to reconcile net (loss) income to net cash provided by
         operating activities:
              Depreciation and amortization:                                       364,000         697,000
              Changes in operating assets and liabilities:
                  (Increase) decrease in receivables                              (102,000)         59,000
                  (Increase) decrease in other current assets                     (139,000)         55,000
                  Increase in deferred tax asset                                   (62,000)
                  Increase in payables and other current liabilities
                      And deferred tax liability                                   124,000          94,000
                                                                                 ---------       ---------
                      Net cash provided by operating activities                    393,000         889,000
                                                                                 ---------       ---------

Cash flows from investing activities :
                  Property and equipment                                                --        (732,000)
                  Decrease in cash held in escrow                                  211,000              --
                                                                                 ---------       ---------
                               Net cash used in investing activities               211,000        (732,000)
                                                                                 ---------

Cash flows from financing activities:
         Proceeds from loan                                                        625,000         582,000
         Repayment of note payable                                                (581,000)       (100,000)
         Purchase of treasury stock                                                     --          (8,000)
         Payment of capital lease obligations                                     (263,000)       (610,000)
                                                                                 ---------       ---------
Net cash used in financing activities                                             (219,000)       (136,000)
                                                                                 ---------       ---------

Net increase (decrease) in cash and cash equivalents                               385,000          21,000
Cash and cash equivalents - beginning of period                                     89,000          88,000
                                                                                 ---------       ---------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                        $ 474,000       $ 109,000
                                                                                 =========       =========

Non Cash Investing and financing activities:

Payment of $100,000 directly from SMT Leasing to Elekta Instruments

Supplemental disclosures of cash flow information:
    Cash paid for
         Interest                                                                   50,000          68,000
         Income Taxes                                                               44,000           3,000
</TABLE>

   The accompanying notes to financial statements are an integral part hereof.


                                       5
<PAGE>

                     U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A - Basis of Preparation

      The accompanying financial statements at September 30, 2004, and for the
three and nine months ended September 30, 2004 and 2003 are unaudited. However,
in the opinion of management, such statements include all adjustments necessary
for a fair statement of the information presented therein. The balance sheet at
December 31, 2003 has been derived from the audited financial statements at that
date appearing in the Company's Annual Report on Form 10-K.

      Pursuant to accounting requirements of the Securities and Exchange
Commission applicable to quarterly reports on Form 10-Q, the accompanying
financial statements and these notes do not include all disclosures required by
accounting principles generally accepted in the United States of America for
complete financial statements. Accordingly, these statements should be read in
conjunction with the Company's most recent annual financial statements.

      Results of operations for interim periods are not necessarily indicative
of those to be achieved for full fiscal years.

Note B - Treasury Stock

      During June 2004, the Company retired 204,000 shares of its Common Stock.


                                       6
<PAGE>

                     U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
                            MANAGEMENT DISCUSSION AND
                             ANALYSIS OF OPERATIONS
                             AND FINANCIAL CONDITION

Critical Accounting Policies

Our condensed financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. As
such, some accounting policies have a significant impact on amounts reported in
the financial statements. A summary of those significant accounting policies can
be found in our 2003 Annual Report on Form 10-K, filed, in the Notes to the
Financial Statements, Note A. In particular, judgment is used in areas such as
determining the allowance for doubtful accounts, and asset impairments.

The following discussion and analysis provides information, which the Company's
management believes is relevant to an assessment and understanding of the
Company's results of operations and financial condition. This discussion should
be read in conjunction with the consolidated financial statements and notes
there to appearing elsewhere herein.

Results of Operations

Third Quarter 2004 Compared to Third Quarter 2003 and Nine Months Ended
September 30, 2004 Compared to Nine Months Ended September 30, 2003

      Patient revenue increased 30% to $637,000 in the quarter ended September
30, 2004 from $490,000 for the quarter ended September 30, 2003. The reason for
the increase was due to increased revenue from NYU due to some prior period
adjustments. Patient expenses decreased 42% to $151,000 from $261,000 in the
same period from a year earlier primarily due to decreased depreciation on our
gamma knives. Selling, general and administrative expense for the quarter ended
September 30 increased 4% to $401,000 from $386,000 a year ago. The increase was
primarily due to higher insurance costs. Interest expense decreased 19% to
$17,000 from $21,000 in the same period a year earlier due to repayment of our
leases on the Gamma Knife properties. As a result of increased revenue and
decrease in expenses for the quarter ended September 30, 2004, net income was
$44,000 as compared to a loss of $110,000 for the same period a year earlier.

      For the nine months ended September 30, revenue increased 3% to $1,940,000
from $1,875,000 in the same period a year earlier due to the same reasons as
explained above. Patient expenses decreased 33% to $484,000 in 2004 from
$724,000 in the same period in 2003. Selling, general and administrative
expenses decreased 2% to $1,085,000 as compared to $1,106,000 in the same
period, a year earlier. Interest expense decreased 27% to $50,000 from $68,000
in the same period a year ago. The decrease was due to repayment of our leases
on the Gamma Knife properties. Net income was $208,000 for the nine months ended
September 30, 2004 as compared to a loss of 16,000 for the nine months ended
September 30, 2003, due to the increased revenue and lowered expenses noted
above.

Liquidity and Capital Resources

      At September 30, 2004 the Company had a working capital surplus of
$242,000 as compared to a deficit of $359,000 at December 31, 2003. Cash and
cash equivalents at September 30, 2004 were $474,000 as compared with $89,000 at
December 31, 2003. Net cash provided by operating activities was $393,000 for
the nine months ended September 30, 2004 as compared with $889,000 for the same
period, a year earlier. The decrease was due to decreased depreciation


                                       7
<PAGE>

and amortization of its Gamma Knives. Depreciation and amortization was $364,000
for the nine month period ended September 30, 2004 and was 697,000 in the 2003
period. There was an increase in accounts receivable of $102,000 in 2004
compared to a decrease of $59,000 during the nine months ended September 30,
2003. There was an increase in other current assets of $139,000 as compared to a
decrease of $55,000 in the same period last year. Accounts payable and accrued
expenses increased $124,000 for the nine months ended September 30, 2004 as
compared to $94,000 for the same period in 2003.

      The $211,000 that was held in escrow at December 31, 2003 was paid to US
Bank Corp. and Elekta Instruments in March 2004. The reason for the escrow was a
lease that had been underfunded by DVI in August 2003. DVI filed for protection
under Chapter 11 of the U.S. Bankcruptcy Code in August 2003. USN began making
all lease payments into an escrow account and continued to negotiate with the
successor. The Company secured new financing from SMT Leasing to pay off the
obligations. The new lease has payments of $23,000 for 36 months at 8.8 percent.

      Net cash used in financing activities was $219,000 for the nine months
ended September 30, 2004 as compared to $136,000 for the same period a year ago.
The Company paid $263,000 towards repayment of its capital lease obligations and
notes payable for the nine months ended September 30, 2004 as compared to
$610,000 in the same period in 2003. The Company also refinanced its obligations
as stated in the preceding paragraph.

      The Company expects cash flow from operations and cash on hand to be
sufficient to finance the business for the next twelve months.

Disclosure Regarding Forward Looking Statements

            The Securities and Exchange Commission encourages companies to
disclose forward-looking information so that investors can better understand a
company's future prospects and make informed investment decisions. This document
contains such "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, particularly statements anticipating
future growth in revenues and cash flow. Words such as "anticipates,"
"estimates," "expects," "projects," "intends," "plans," "believes," "will be,"
"will continue," "will likely result," and words and terms of similar substance
used in connection with any discussion of future operating or financial
performance identify such forward-looking statements. Those forward-looking
statements are based on management's present expectations about future events.
As with any projection or forecast, they are inherently susceptible to
uncertainty and changes in circumstances, and USN is under no obligation to (and
expressly disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of such changes, new information, future events
or otherwise.

      USN operates in a highly competitive and rapidly changing environment and
business segments that are dependent on our ability to: achieve profitability;
increase revenues; sustain our current level of operation; introduce on a timely
basis new products; maintain satisfactory relations with our customers; attract
and retain key personnel; maintain and expand our strategic alliances; and
protect our know-how. USN's actual results could differ materially from
management's expectations because of changes in such factors. New risk factors
can arise and it is not possible for management to predict all such risk
factors, nor can it assess the impact of all such risk factors on the company's
business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any forward-looking
statements. Given these risks and uncertainties, investors should not place
undue reliance on forward-looking statements as a prediction of actual results.

      Investors should also be aware that while the company might, from time to
time, communicate with securities analysts, it is against the company's policy
to disclose to them any material non-public information or other confidential
commercial information. Accordingly, investors should not assume that the
company agrees with any statement or report issued by any analyst irrespective
of the content of the statement or report. Furthermore, the company has a


                                       8
<PAGE>

policy against issuing or confirming financial forecasts or projections issued
by others. Thus, to the extent that reports issued by securities analysts or
others contain any projections, forecasts or opinions, such reports are not the
responsibility of the company.

In addition, USN's overall financial strategy, including growth in operations,
maintaining financial ratios and strengthening the balance sheet, could be
adversely affected by increased interest rates, failure to meet earnings
expectations, significant acquisitions or other transactions, economic slowdowns
and changes in USN's plans, strategies and intentions

ITEM 4. CONTROLS AND PROCEDURES

      U.S. Neurosurgical management, including the President and the Chief
Financial Officer, conducted an evaluation of the effectiveness of disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14 within 90 days of
the filing of this report. Based on that evaluation, the President and the Chief
Financial Officer concluded that the disclosure controls and procedures are
effective in ensuring that all material information required to be filed in this
quarterly report has been made known to them in a timely fashion. There have
been no significant changes in internal controls, or in factors that could
significantly affect internal controls, subsequent to the date the President and
the Chief Financial Officer completed their evaluation.


                                       9
<PAGE>

                                   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.

                                               U.S. NEUROSURGICAL, INC.


Date November 18, 2004                         By  /s/ Alan Gold
     -----------------                           -------------------------------
                                                   Alan Gold
                                                   Director and President
                                                   Chief Executive Officer


Date November 18, 2004                         By  /s/ Howard Grunfeld
    ------------------                           -------------------------------
                                                   Howard Grunfeld
                                                   Chief Financial Officer


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