As Filed With the Securities and Exchange Commission on January 26, 1996

                                                    Registration No. 33-   
     ---------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                              -------------------------

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                                       Delaware
     ---------------------------------------------------------------------------
            (State or other jurisdiction of incorporation or organization)

                                      22-2457487
     ---------------------------------------------------------------------------
                         (I.R.S. employer identification no.)

                                   46 Jonspin Road
                             Wilmington, Massachusetts                  01887   
     ---------------------------------------------------------------------------
                       (Address of principal executive offices)       (Zip code)

              Advanced NMR Systems, Inc. 1993 Employee Stock Option Plan
     ---------------------------------------------------------------------------
                               (Full title of the plan)

                                     Jack Nelson
                                       Chairman
                            c/o Advanced NMR Systems, Inc.
                                   46 Jonspin Road
                           Wilmington, Massachusetts  01877
     ---------------------------------------------------------------------------
                       (Name and address of agent for service)

                                    (508) 657-8876
     ---------------------------------------------------------------------------
             Telephone number, including area code, of agent for service

                                       Copy to:
                                 Bruce A. Rich, Esq.
                                  Reid & Priest LLP
                                  40 W. 57th Street
                                 New York, NY  10019

                           CALCULATION OF REGISTRATION FEE
     ===========================================================================
                                                        Proposed
                                        Proposed        maximum
     Proposed Title of                  maximum         aggregate   Amount of
     securities to be    Amount to be   offering price  offering    registration
     registered          registered(1)  per share(2)    price       fee
     ---------------------------------------------------------------------------
     Common Stock,
     $.01 par value      750,000 shares   $1.64         $1,230,000    $424.14
     ===========================================================================


          (1)  In addition, pursuant to Rule 416(a) under the Securities Act of
     1933, as amended, this Registration Statement also covers any additional
     securities to be offered or issued in connection with a stock split, stock
     dividend or similar transaction.

          (2)  Estimated for the sole purpose of calculating the registration
     fee in accordance with Rule 457(h) under the Securities Act of 1933, as
     amended.


     <PAGE>
                              ADVANCED NMR SYSTEMS, INC.


              ADVANCED NMR SYSTEMS, INC. 1993 EMPLOYEE STOCK OPTION PLAN


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          This Registration Statement on Form S-8 is prepared pursuant to
     General Instruction E to Form S-8.

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The document listed below is hereby incorporated by reference into
     this Registration Statement, and all documents subsequently filed by
     Advanced NMR Systems, Inc. (the "Company"), with the Securities and
     Exchange Commission (the "Commission"), pursuant to Sections 13(a), 13(c),
     14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), prior to the filing of a post-effective amendment which
     indicates that all securities offered have been sold or which deregisters
     all securities then remaining unsold, shall be deemed to be incorporated by
     reference in this Registration Statement and to be a part hereof from the
     date of filing such documents:

          (a)  The Company's Registration Statement on Form S-8 (File No. 
               33-78928), as filed with the Commission on May 13, 1994, 
               to register 1,500,000 shares of the Common Stock, $.01 par 
               value, underlying the Company's 1993 Employee Stock Option 
               Plan.

          Any statement contained in a document incorporated by reference 
     herein shall be deemed to be modified or superseded for purposes of the
     Registration Statement to the extent that a statement contained herein
     modifies or replaces such statement.  Any such statement shall not be
     deemed to constitute a part of this Registration Statement except as so
     modified or replaced.


     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law ("DGCL") permits
     indemnification of officers, directors, employees and agents in certain
     circumstances.  Section 145 also provides that a corporation may maintain
     insurance against liabilities for which indemnification is not expressly
     provided by statute.

          Article Seventh of the Company's Certificate of Incorporation, as
     amended (the "Articles"), provides for indemnification of the directors,
     officers, employees and agents of the Company to the full extent then
     permitted by the DGCL.

          Article V of the Company's Amended and Restated By-Laws (the "By-
     Laws") provides for indemnification by the Company of any person (and the
     heirs and legal representatives of such person) made or threatened to be
     made a party to any threatened pending or completed claim, action, suit or
     proceeding, by reason of the fact that he is or was a director, officer,
     employee or agent of the Company or any constituent corporation absorbed in
     a consolidation or merger, or serves or served with another corporation,
     partnership, joint venture, trust or other enterprise at the request of the
     Company or any such constituent corporation.  Article V permits the Company
     to provide any of the above described persons advances for expenses
     incurred in defending any such action, suit or proceeding, upon receipt of
     an undertaking to repay such advances if he is not entitled to
     indemnification.  Article V limits the personal liability of any such
     person to the fullest extent permitted by the DGCL.  Article V also
     provides that the Company may purchase and maintain insurance, at its
     expense, on behalf of any person who is or was a director, officer,
     employee or agent of the Company, or is or was serving at the request of
     the Company in such capacity for another corporation or other enterprise.

          Under the terms of an Agreement and Plan of merger among the Company,
     ANMR Acquisition Corp. and Medical Diagnostics, Inc. ("MDI"), dated as of
     May 2, 1995 (the "Merger Agreement"), the Company has agreed that, to the
     fullest extent permitted by the DGCL, from and after the Effective Time (as
     defined in the Merger Agreement), the Company shall indemnify, defend and
     hold harmless the present and former officers, directors and employees of
     MDI or any of its subsidiaries (the "Indemnified Parties") against all
     losses, claims, damages, costs, expenses, liabilities, or, with the
     approval of the Company, amounts paid in settlement in connection with any
     claim, action, suit, proceeding or investigation which is in whole or in
     part based on, or arising out of the fact that such person is or was a
     director, officer or employee of MDI or any of its subsidiaries
     ("Indemnified Liabilities"), pertaining to any matter existing or occurring
     at or prior to the Effective Time and all Indemnified Liabilities which are
     in whole or in part based on, or arising out of, or pertaining to the
     Merger Agreement or the transactions contemplated thereby, except for a
     claim arising or based upon the gross negligence or willful misconduct of
     the Indemnified Party.  Also, for a period of six years from the Effective
     Time the Articles and the By-Laws shall contain indemnification provisions
     no less favorable than those set forth in the MDI Articles and the MDI By-
     Laws.

          In addition, under the Merger Agreement the Company has agreed that it
     will maintain for a period of six years after the Effective Time the
     current policies of directors' and officers' liability insurance maintained
     by MDI to the extent that such policies are available at a cost of not
     greater than two times the current annual amount paid by MDI (the "Cap") so
     that if comparable coverage can be obtained only by paying an annual
     premium in excess of the Cap, the Company shall only be required to obtain
     as much coverage as can be obtained by paying an annual premium equal to
     the Cap.  

     ITEM 8.   EXHIBITS.

               Exhibit No.    Description
               ----------     -----------

                4(a)**        Certificate of Incorporation of the Company
                              (incorporated by reference to Exhibit 3 filed 
                              with the Company's Registration Statement on 
                              Form S-2, and amendments thereto, declared 
                              effective August 18, 1993 (File No. 2-84785)).

                4(b)**        Amendment to Certificate of Incorporation of the 
                              Company, dated November 3, 1993 (incorporated by
                              reference to Exhibit 3.2 filed with the Company's
                              Registration Statement on Form S-4, and 
                              amendments thereto (File No. 33-95320)).

                4(c)**        Amendment to Certificate of Incorporation, dated 
                              August 31, 1995 (incorporated by reference to 
                              Exhibit 3.1 to the Company's Current Report on 
                              Form 8-K for an event of August 31, 1995 (File 
                              No. 0-11914)).

                4(d)**        Amendment to Certificate of Incorporation, dated
                              September 21, 1995 (incorporated by reference to
                              Exhibit 3.4 filed with the Company's Annual 
                              Report on Form 10-K for the transition period 
                              from January 1, 1995 to September 30, 1995).

                4(e)**        Amended and Restated By-laws of the Company
                              (incorporated by reference to Exhibit 3.4 filed 
                              with the Company's Registration Statement on Form 
                              S-4, and amendments thereto (File No. 33-95320)).

               4(f)**         1993 Employee Stock Option Plan (incorporated 
                              by reference to Exhibit A to the Company's 
                              Definitive Proxy Statement, dated October 4, 
                              1993, for the 1993 Annual Meeting of 
                              Stockholders).

                5*            Opinion of Reid & Priest LLP.

               23(a)*         Consent of Richard A. Eisner & Company, LLP,
                              independent public accountants for the Company.

               23(b)*         Consent of Reid & Priest LLP (included in 
                              Exhibit 5).

               24*            Power of Attorney (included on signature page of 
                              this Registration Statement on Form S-8).

     --------------------------
     *    Filed herewith.

     **   Exhibits followed by a parenthetical reference are incorporated by
          reference herein from the document described therein.


     ITEM 9.   UNDERTAKINGS.

          The Company hereby undertakes:

               (a)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this Registration Statement;

               (b)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act;

               (c)  To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          Registration Statement;

               (d)  To include any material information with respect to the plan
          of distribution not previously disclosed in the Registration Statement
          or any material change to such information in the Registration
          Statement;

          provided, however, that paragraphs (b) and (c) do not apply if the
          Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed with or
          furnished to the Commission by the registrant pursuant to Section 13
          or 15(d) of the Exchange Act that are incorporated by reference in the
          Registration Statement;

               (e)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof;

               (f)  To remove from registration by means of a post-effective
          amendment any of the securities that remain unsold at the end of the
          offering;

               (g)  That, for purposes of determining any liability under the
          Securities Act, each filing of the registrant's annual report pursuant
          to Section 13(a) or Section 15(d) of the Exchange Act (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Exchange Act) that is incorporated by
          reference in the Registration Statement shall be deemed to be a new
          registration statement relating to the securities offered therein, and
          the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof; and 

               (h)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the opinion of the
          Commission, such indemnification is against public policy as expressed
          in the Securities Act and is, therefore, unenforceable.  In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid a director,
          officer or controlling person of the registrant in the successful
          defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the
          securities being registered, the registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Securities Act and will be governed by the final
          adjudication of such issue.


          <PAGE>
                                      SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
     registrant certifies that it has reasonable grounds to believe that it
     meets all of the requirements for filing on Form S-8 and has duly caused
     this Registration Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Wilmington, State of
     Massachusetts on the 25th day of January, 1996.

                                              ADVANCED NMR SYSTEMS, INC.


                                              By: /s/ Jack Nelson
                                                  --------------------------
                                                     Jack Nelson, Chairman

                                  POWER OF ATTORNEY

          Each director and/or officer of the Company whose signature appears
     below hereby appoints Jack Nelson as his attorney-in-fact to sign in his
     name and behalf, in any and all capacities stated below and to file with
     the Commission, any and all amendments, including post-effective
     amendments, to this Registration Statement.

          Pursuant to the requirements of the Securities Act, this Registration
     Statement has been signed by the following persons in the capacities and on
     the dates indicated.

     Signature                Title                         Date
     ---------                -----                         ----


     /s/ Jack Nelson          Chairman of the Board    January 25, 1996
     ---------------------
         Jack Nelson


     /s/ Charles Moche        Chief Financial Officer  January 25, 1996
     ---------------------
         Charles Moche


     /s/ George Aaron         Director                 January 25, 1996
     ---------------------
         George Aaron


                              Director
     ---------------------
         Edward J. Connors


     /s/ Enrique Levy         Director                 January 25, 1996
     ---------------------
         Enrique Levy


                              Director
     ---------------------
         John A. Lynch


                              Director
     ---------------------
         George A. Silver


     /s/ Robert S. Spira      Director                 January 25, 1996
     ---------------------
         Robert S. Spira


     /s/ Sol Triebwasser      Director                 January 25, 1996
     ---------------------
         Sol Triebwasser


     <PAGE>
                                  INDEX TO EXHIBITS
                              ADVANCED NMR SYSTEMS, INC.
                              --------------------------


                                                            Sequentially
     Exhibit                                                  Numbered
       No.     Description                                      Page
     -------   -----------                                  ------------

     5         Opinion of Reid & Priest LLP.

     23(a)     Consent of Richard A. Eisner & Company, LLP,
               independent public accountants for the Company.

     23(b)     Consent of Reid & Priest LLP (included in
               Exhibit 5).

     24        Power of Attorney (included on signature page of
               this Registration Statement on Form S-8).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20978}]
{"company-data": {"conformed-name": "ADVANCED NMR SYSTEMS INC", "cik": "0000722567", "assigned-sic": "3845", "irs-number": "222457487", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00467", "film-number": "96507716"}, "business-address": {"street1": "47 JONSPIN RD", "city": "WILMINGTON", "state": "MA", "zip": "01887", "phone": "5086578876"}, "mail-address": {"street1": "46 JONSPIN ROAD", "street2": "46 JONSPIN ROAD", "city": "WILMINGTON", "state": "MA", "zip": "01887"}}
As Filed With the Securities and Exchange Commission on January 26, 1996

                                                    Registration No. 33-   
     ---------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                              -------------------------

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                                       Delaware
     ---------------------------------------------------------------------------
            (State or other jurisdiction of incorporation or organization)

                                      22-2457487
     ---------------------------------------------------------------------------
                         (I.R.S. employer identification no.)

                                   46 Jonspin Road
                             Wilmington, Massachusetts                  01887   
     ---------------------------------------------------------------------------
                       (Address of principal executive offices)       (Zip code)

              Advanced NMR Systems, Inc. 1993 Employee Stock Option Plan
     ---------------------------------------------------------------------------
                               (Full title of the plan)

                                     Jack Nelson
                                       Chairman
                            c/o Advanced NMR Systems, Inc.
                                   46 Jonspin Road
                           Wilmington, Massachusetts  01877
     ---------------------------------------------------------------------------
                       (Name and address of agent for service)

                                    (508) 657-8876
     ---------------------------------------------------------------------------
             Telephone number, including area code, of agent for service

                                       Copy to:
                                 Bruce A. Rich, Esq.
                                  Reid & Priest LLP
                                  40 W. 57th Street
                                 New York, NY  10019

                           CALCULATION OF REGISTRATION FEE
     ===========================================================================
                                                        Proposed
                                        Proposed        maximum
     Proposed Title of                  maximum         aggregate   Amount of
     securities to be    Amount to be   offering price  offering    registration
     registered          registered(1)  per share(2)    price       fee
     ---------------------------------------------------------------------------
     Common Stock,
     $.01 par value      750,000 shares   $1.64         $1,230,000    $424.14
     ===========================================================================

          (1)  In addition, pursuant to Rule 416(a) under the Securities Act of
     1933, as amended, this Registration Statement also covers any additional
     securities to be offered or issued in connection with a stock split, stock
     dividend or similar transaction.

          (2)  Estimated for the sole purpose of calculating the registration
     fee in accordance with Rule 457(h) under the Securities Act of 1933, as
     amended.
ADVANCED NMR SYSTEMS, INC.

              ADVANCED NMR SYSTEMS, INC. 1993 EMPLOYEE STOCK OPTION PLAN

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          This Registration Statement on Form S-8 is prepared pursuant to
     General Instruction E to Form S-8.

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The document listed below is hereby incorporated by reference into
     this Registration Statement, and all documents subsequently filed by
     Advanced NMR Systems, Inc. (the "Company"), with the Securities and
     Exchange Commission (the "Commission"), pursuant to Sections 13(a), 13(c),
     14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), prior to the filing of a post-effective amendment which
     indicates that all securities offered have been sold or which deregisters
     all securities then remaining unsold, shall be deemed to be incorporated by
     reference in this Registration Statement and to be a part hereof from the
     date of filing such documents:

          (a)  The Company's Registration Statement on Form S-8 (File No. 
               33-78928), as filed with the Commission on May 13, 1994, 
               to register 1,500,000 shares of the Common Stock, $.01 par 
               value, underlying the Company's 1993 Employee Stock Option 
               Plan.

          Any statement contained in a document incorporated by reference 
     herein shall be deemed to be modified or superseded for purposes of the
     Registration Statement to the extent that a statement contained herein
     modifies or replaces such statement.  Any such statement shall not be
     deemed to constitute a part of this Registration Statement except as so
     modified or replaced.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law ("DGCL") permits
     indemnification of officers, directors, employees and agents in certain
     circumstances.  Section 145 also provides that a corporation may maintain
     insurance against liabilities for which indemnification is not expressly
     provided by statute.

          Article Seventh of the Company's Certificate of Incorporation, as
     amended (the "Articles"), provides for indemnification of the directors,
     officers, employees and agents of the Company to the full extent then
     permitted by the DGCL.

          Article V of the Company's Amended and Restated By-Laws (the "By-
     Laws") provides for indemnification by the Company of any person (and the
     heirs and legal representatives of such person) made or threatened to be
     made a party to any threatened pending or completed claim, action, suit or
     proceeding, by reason of the fact that he is or was a director, officer,
     employee or agent of the Company or any constituent corporation absorbed in
     a consolidation or merger, or serves or served with another corporation,
     partnership, joint venture, trust or other enterprise at the request of the
     Company or any such constituent corporation.  Article V permits the Company
     to provide any of the above described persons advances for expenses
     incurred in defending any such action, suit or proceeding, upon receipt of
     an undertaking to repay such advances if he is not entitled to
     indemnification.  Article V limits the personal liability of any such
     person to the fullest extent permitted by the DGCL.  Article V also
     provides that the Company may purchase and maintain insurance, at its
     expense, on behalf of any person who is or was a director, officer,
     employee or agent of the Company, or is or was serving at the request of
     the Company in such capacity for another corporation or other enterprise.

          Under the terms of an Agreement and Plan of merger among the Company,
     ANMR Acquisition Corp. and Medical Diagnostics, Inc. ("MDI"), dated as of
     May 2, 1995 (the "Merger Agreement"), the Company has agreed that, to the
     fullest extent permitted by the DGCL, from and after the Effective Time (as
     defined in the Merger Agreement), the Company shall indemnify, defend and
     hold harmless the present and former officers, directors and employees of
     MDI or any of its subsidiaries (the "Indemnified Parties") against all
     losses, claims, damages, costs, expenses, liabilities, or, with the
     approval of the Company, amounts paid in settlement in connection with any
     claim, action, suit, proceeding or investigation which is in whole or in
     part based on, or arising out of the fact that such person is or was a
     director, officer or employee of MDI or any of its subsidiaries
     ("Indemnified Liabilities"), pertaining to any matter existing or occurring
     at or prior to the Effective Time and all Indemnified Liabilities which are
     in whole or in part based on, or arising out of, or pertaining to the
     Merger Agreement or the transactions contemplated thereby, except for a
     claim arising or based upon the gross negligence or willful misconduct of
     the Indemnified Party.  Also, for a period of six years from the Effective
     Time the Articles and the By-Laws shall contain indemnification provisions
     no less favorable than those set forth in the MDI Articles and the MDI By-
     Laws.

          In addition, under the Merger Agreement the Company has agreed that it
     will maintain for a period of six years after the Effective Time the
     current policies of directors' and officers' liability insurance maintained
     by MDI to the extent that such policies are available at a cost of not
     greater than two times the current annual amount paid by MDI (the "Cap") so
     that if comparable coverage can be obtained only by paying an annual
     premium in excess of the Cap, the Company shall only be required to obtain
     as much coverage as can be obtained by paying an annual premium equal to
     the Cap.  

     ITEM 8.   EXHIBITS.

               Exhibit No.    Description
               ----------     -----------

                4(a)**        Certificate of Incorporation of the Company
                              (incorporated by reference to Exhibit 3 filed 
                              with the Company's Registration Statement on 
                              Form S-2, and amendments thereto, declared 
                              effective August 18, 1993 (File No. 2-84785)).

                4(b)**        Amendment to Certificate of Incorporation of the 
                              Company, dated November 3, 1993 (incorporated by
                              reference to Exhibit 3.2 filed with the Company's
                              Registration Statement on Form S-4, and 
                              amendments thereto (File No. 33-95320)).

                4(c)**        Amendment to Certificate of Incorporation, dated 
                              August 31, 1995 (incorporated by reference to 
                              Exhibit 3.1 to the Company's Current Report on 
                              Form 8-K for an event of August 31, 1995 (File 
                              No. 0-11914)).

                4(d)**        Amendment to Certificate of Incorporation, dated
                              September 21, 1995 (incorporated by reference to
                              Exhibit 3.4 filed with the Company's Annual 
                              Report on Form 10-K for the transition period 
                              from January 1, 1995 to September 30, 1995).

                4(e)**        Amended and Restated By-laws of the Company
                              (incorporated by reference to Exhibit 3.4 filed 
                              with the Company's Registration Statement on Form 
                              S-4, and amendments thereto (File No. 33-95320)).

               4(f)**         1993 Employee Stock Option Plan (incorporated 
                              by reference to Exhibit A to the Company's 
                              Definitive Proxy Statement, dated October 4, 
                              1993, for the 1993 Annual Meeting of 
                              Stockholders).

                5*            Opinion of Reid & Priest LLP.

               23(a)*         Consent of Richard A. Eisner & Company, LLP,
                              independent public accountants for the Company.

               23(b)*         Consent of Reid & Priest LLP (included in 
                              Exhibit 5).

               24*            Power of Attorney (included on signature page of 
                              this Registration Statement on Form S-8).

     --------------------------
     *    Filed herewith.

     **   Exhibits followed by a parenthetical reference are incorporated by
          reference herein from the document described therein.

     ITEM 9.   UNDERTAKINGS.

          The Company hereby undertakes:

               (a)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this Registration Statement;

               (b)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act;

               (c)  To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          Registration Statement;

               (d)  To include any material information with respect to the plan
          of distribution not previously disclosed in the Registration Statement
          or any material change to such information in the Registration
          Statement;

          provided, however, that paragraphs (b) and (c) do not apply if the
          Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed with or
          furnished to the Commission by the registrant pursuant to Section 13
          or 15(d) of the Exchange Act that are incorporated by reference in the
          Registration Statement;

               (e)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof;

               (f)  To remove from registration by means of a post-effective
          amendment any of the securities that remain unsold at the end of the
          offering;

               (g)  That, for purposes of determining any liability under the
          Securities Act, each filing of the registrant's annual report pursuant
          to Section 13(a) or Section 15(d) of the Exchange Act (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Exchange Act) that is incorporated by
          reference in the Registration Statement shall be deemed to be a new
          registration statement relating to the securities offered therein, and
          the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof; and 

               (h)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the opinion of the
          Commission, such indemnification is against public policy as expressed
          in the Securities Act and is, therefore, unenforceable.  In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid a director,
          officer or controlling person of the registrant in the successful
          defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the
          securities being registered, the registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Securities Act and will be governed by the final
          adjudication of such issue.
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
     registrant certifies that it has reasonable grounds to believe that it
     meets all of the requirements for filing on Form S-8 and has duly caused
     this Registration Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Wilmington, State of
     Massachusetts on the 25th day of January, 1996.

                                              ADVANCED NMR SYSTEMS, INC.

                                              By: /s/ Jack Nelson
                                                  --------------------------
                                                     Jack Nelson, Chairman

                                  POWER OF ATTORNEY

          Each director and/or officer of the Company whose signature appears
     below hereby appoints Jack Nelson as his attorney-in-fact to sign in his
     name and behalf, in any and all capacities stated below and to file with
     the Commission, any and all amendments, including post-effective
     amendments, to this Registration Statement.

          Pursuant to the requirements of the Securities Act, this Registration
     Statement has been signed by the following persons in the capacities and on
     the dates indicated.

     Signature                Title                         Date
     ---------                -----                         ----

     /s/ Jack Nelson          Chairman of the Board    January 25, 1996
     ---------------------
         Jack Nelson

     /s/ Charles Moche        Chief Financial Officer  January 25, 1996
     ---------------------
         Charles Moche

     /s/ George Aaron         Director                 January 25, 1996
     ---------------------
         George Aaron

                              Director
     ---------------------
         Edward J. Connors

     /s/ Enrique Levy         Director                 January 25, 1996
     ---------------------
         Enrique Levy

                              Director
     ---------------------
         John A. Lynch

                              Director
     ---------------------
         George A. Silver

     /s/ Robert S. Spira      Director                 January 25, 1996
     ---------------------
         Robert S. Spira

     /s/ Sol Triebwasser      Director                 January 25, 1996
     ---------------------
         Sol Triebwasser
INDEX TO EXHIBITS
                              ADVANCED NMR SYSTEMS, INC.
                              --------------------------

                                                            Sequentially
     Exhibit                                                  Numbered
       No.     Description                                      Page
     -------   -----------                                  ------------

     5         Opinion of Reid & Priest LLP.

     23(a)     Consent of Richard A. Eisner & Company, LLP,
               independent public accountants for the Company.

     23(b)     Consent of Reid & Priest LLP (included in
               Exhibit 5).

     24        Power of Attorney (included on signature page of
               this Registration Statement on Form S-8).