As Filed With the Securities and Exchange Commission on October 18, 1996

                                                      Registration No. 333-     
     --------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                              _________________________

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

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

                                      04-3166348
     ---------------------------------------------------------------------------
                         (I.R.S. employer identification no.)

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

                                1992 Stock Option Plan
                    1992 Non-Employee Directors' Stock Option Plan
     ---------------------------------------------------------------------------
                              (Full title of the plans)

                                     Jack Nelson
                                       Chairman
                        c/o Advanced Mammography 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 Title                    maximum       Proposed
       of securities                   offering        maximum       Amount of
           to be       Amount to be      price        aggregate    registration
        registered    registered(1)  per share(2)  offering price       fee
      -------------------------------------------------------------------------

       Common Stock,    1,600,000	      
      $.01 par value      shares        $1.97        $3,152,000       $955.15
     =========================================================================

          (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 MAMMOGRAPHY SYSTEMS, INC.


                                1992 STOCK OPTION PLAN

                                         AND

                    1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents are hereby incorporated by reference into this
     Registration Statement, and all documents subsequently filed by Advanced
     Mammography Systems, Inc. (the "Registrant"), 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 Transition Report of the Registrant on Form 10-K for the
               transition period from January 1, 1995 to September 30, 1995
               (Commission File No. 0-20968);

          (b)  The Quarterly Reports of the Registrant for the quarterly periods
               ended December 31, 1995, March 30, 1996 and June 30, 1996
               (Commission File No. 0-20968); 

          (d)  The Proxy Statement of the Registrant, dated July 29, 1996
               (Commission File No. 0-20968); and

          (e)  The description of the Common Stock, $.01 par value per share, of
               the Registrant contained in the Registration Statement on Form 8-
               A of the Registrant, filed with the Commission on December 11,
               1992 (Commission File No. 0-20968).

          Any statement contained in a document incorporated by reference herein
     shall be deemed to be modified or superseded for purposes of this
     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.

          Article SEVENTH of the Certificate of Incorporation of the Registrant
     and Article VIII of the By-laws of the Registrant provide in part that the
     Registrant shall indemnify its directors and officers to the fullest extent
     permitted by the General Corporation Law of the State of Delaware (the
     "DGCL").

          Section 145 of the DGCL permits a corporation, among other things, to
     indemnify any person who was or is a party or is threatened to be made a
     party to any threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other than an
     action by or in the right of the corporation), by reason of the fact that
     he is or was a director, officer, employee or agent of the corporation, or
     is or was serving at the request of the corporation as a director, officer,
     employee or agent of another corporation, partnership, joint venture, trust
     or other enterprise, against expenses (including attorney's fees),
     judgments, fines and amounts paid in settlement actually and reasonably
     incurred in connection with such action, suit or proceeding if he acted in
     good faith and in a manner he reasonably believed to be in or not opposed
     to the best interests of the corporation, and, with respect to any criminal
     action or proceeding, had no reasonable cause to believe his conduct was
     unlawful.

          A corporation also may indemnify any person who was or is a party or
     is threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses (including attorneys' fees) actually and reasonably incurred by
     him in connection with the defense or settlement of such action or suit if
     acted in good faith and in a manner he reasonably believed to be in or not
     opposed to the best interests of the corporation.  However, in such an
     action by or on behalf of a corporation, no indemnification may be made in
     respect of any claim, issue or matter as to which the person is adjudged
     liable to the corporation unless and only to the extent that the court
     determines that, despite the adjudication of liability but in view or all
     the circumstances, the person is fairly and reasonably entitled to
     indemnity for such expenses which the court shall deem proper.

          In addition, the indemnification and advancement of expenses provided
     by or granted pursuant to Section 145 shall not be deemed exclusive of any
     other rights to which those seeking indemnification or advancement of
     expenses may be entitled under any by-law, agreement, vote of stockholders
     or disinterested directors or otherwise, both as to action in his official
     capacity and as to action in another capacity while holding such office.

     ITEM 8.   EXHIBITS.

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

               5*             Opinion of Reid & Priest LLP

               23.1*          Consent of Richard A. Eisner & Company, LLP
                              independent public accountants for the Registrant

               23.2*          Consent of Reid & Priest LLP (included in Exhibit
                              5)

               24*            Power of Attorney (included on the signature page
                              of this registration statement on Form S-8)

               99.1           1992 Stock Option Plan, effective October 21,
                              1992, as amended, effective August 22, 1996
                              [incorporated by reference to Attachement No. 1 to
                              the Registrant's Proxy Statement, dated July 29,
                              1996 (Commission File No. 0-20968)]

               99.1           1992 Non-Employee Directors' Stock Option Plan, as
                              amended, effective August 22, 1996 [incorporated
                              by reference to Attachement No. 2 to the
                              Registrant's Proxy Statement, dated July 29, 1996
                              (Commission File No. 0-20968)]

               __________________________

               *  Filed herewith.


     ITEM 9.   UNDERTAKINGS.

          The Registrant 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 16th day of October, 1996.

                                        ADVANCED MAMMOGRAPHY SYSTEMS, INC.


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

                                  POWER OF ATTORNEY

          Each director and/or officer of the Registrant whose signature appears
     below hereby appoints Jack Nelson or Enrique Levy 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       October 16, 1996
      --------------------------
         Jack Nelson


      /s/ Charles Moche            Chief Financial Officer     October 16, 1996
     ------------------------                                   
         Charles Moche



      /s/ Robert Spira, M.D.       Vice Chairman                October 16, 1996
     --------------------------
         Robert Spira, M.D.


                                   President, Chief Operating
      /s/ Enrique Levy             Officer and Director        October 16, 1996
     --------------------------
         Enrique Levy


                                   Director                      _________, 1996
     ---------------------------
         George Aaron


      /s/ Alison Estabrook         Director                    October 16, 1996
     ----------------------------
         Alison Estabrook


      /s/ Sol Triebwasser, Ph.D.   Director                    October 16, 1996
     ----------------------------
       Sol Triebwasser, Ph.D.


      /s/ Bernard Weiner           Director                    October 16, 1996
     ----------------------------
         Bernard Weiner



     <PAGE>


                                  INDEX TO EXHIBITS
                          ADVANCED MAMMOGRAPHY SYSTEMS, INC.
                          ----------------------------------



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

      5        Opinion of Reid & Priest LLP.

     23.1      Consent of Richard A. Eisner & Company, LLP independent public 
               accountants for the Registrant

     23.2      Consent of Reid & Priest LLP (included in Exhibit 5)

     24        Power of Attorney (included on the signature page of this
               registration statement on Form S-8)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8  1992 STOCK OPTION PLAN", "secsgml_size_bytes": 19090}]
{"company-data": {"conformed-name": "ADVANCED MAMMOGRAPHY SYSTEMS INC", "cik": "0000893964", "assigned-sic": "3845", "irs-number": "043166348", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14403", "film-number": "96645202"}, "business-address": {"street1": "46 JONSPIN RD", "city": "WILMINGTON", "state": "MA", "zip": "01887", "phone": "5086578876"}, "mail-address": {"street1": "46 JONSPIN ROAD", "city": "WILMINGTON", "state": "MA", "zip": "01887"}}
As Filed With the Securities and Exchange Commission on October 18, 1996

                                                      Registration No. 333-     
     --------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                              _________________________

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

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

                                      04-3166348
     ---------------------------------------------------------------------------
                         (I.R.S. employer identification no.)

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

                                1992 Stock Option Plan
                    1992 Non-Employee Directors' Stock Option Plan
     ---------------------------------------------------------------------------
                              (Full title of the plans)

                                     Jack Nelson
                                       Chairman
                        c/o Advanced Mammography 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 Title                    maximum       Proposed
       of securities                   offering        maximum       Amount of
           to be       Amount to be      price        aggregate    registration
        registered    registered(1)  per share(2)  offering price       fee
      -------------------------------------------------------------------------

       Common Stock,    1,600,000	      
      $.01 par value      shares        $1.97        $3,152,000       $955.15
     =========================================================================

          (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 MAMMOGRAPHY SYSTEMS, INC.

                                1992 STOCK OPTION PLAN

                                         AND

                    1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents are hereby incorporated by reference into this
     Registration Statement, and all documents subsequently filed by Advanced
     Mammography Systems, Inc. (the "Registrant"), 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 Transition Report of the Registrant on Form 10-K for the
               transition period from January 1, 1995 to September 30, 1995
               (Commission File No. 0-20968);

          (b)  The Quarterly Reports of the Registrant for the quarterly periods
               ended December 31, 1995, March 30, 1996 and June 30, 1996
               (Commission File No. 0-20968); 

          (d)  The Proxy Statement of the Registrant, dated July 29, 1996
               (Commission File No. 0-20968); and

          (e)  The description of the Common Stock, $.01 par value per share, of
               the Registrant contained in the Registration Statement on Form 8-
               A of the Registrant, filed with the Commission on December 11,
               1992 (Commission File No. 0-20968).

          Any statement contained in a document incorporated by reference herein
     shall be deemed to be modified or superseded for purposes of this
     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.

          Article SEVENTH of the Certificate of Incorporation of the Registrant
     and Article VIII of the By-laws of the Registrant provide in part that the
     Registrant shall indemnify its directors and officers to the fullest extent
     permitted by the General Corporation Law of the State of Delaware (the
     "DGCL").

          Section 145 of the DGCL permits a corporation, among other things, to
     indemnify any person who was or is a party or is threatened to be made a
     party to any threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other than an
     action by or in the right of the corporation), by reason of the fact that
     he is or was a director, officer, employee or agent of the corporation, or
     is or was serving at the request of the corporation as a director, officer,
     employee or agent of another corporation, partnership, joint venture, trust
     or other enterprise, against expenses (including attorney's fees),
     judgments, fines and amounts paid in settlement actually and reasonably
     incurred in connection with such action, suit or proceeding if he acted in
     good faith and in a manner he reasonably believed to be in or not opposed
     to the best interests of the corporation, and, with respect to any criminal
     action or proceeding, had no reasonable cause to believe his conduct was
     unlawful.

          A corporation also may indemnify any person who was or is a party or
     is threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses (including attorneys' fees) actually and reasonably incurred by
     him in connection with the defense or settlement of such action or suit if
     acted in good faith and in a manner he reasonably believed to be in or not
     opposed to the best interests of the corporation.  However, in such an
     action by or on behalf of a corporation, no indemnification may be made in
     respect of any claim, issue or matter as to which the person is adjudged
     liable to the corporation unless and only to the extent that the court
     determines that, despite the adjudication of liability but in view or all
     the circumstances, the person is fairly and reasonably entitled to
     indemnity for such expenses which the court shall deem proper.

          In addition, the indemnification and advancement of expenses provided
     by or granted pursuant to Section 145 shall not be deemed exclusive of any
     other rights to which those seeking indemnification or advancement of
     expenses may be entitled under any by-law, agreement, vote of stockholders
     or disinterested directors or otherwise, both as to action in his official
     capacity and as to action in another capacity while holding such office.

     ITEM 8.   EXHIBITS.

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

               5*             Opinion of Reid & Priest LLP

               23.1*          Consent of Richard A. Eisner & Company, LLP
                              independent public accountants for the Registrant

               23.2*          Consent of Reid & Priest LLP (included in Exhibit
                              5)

               24*            Power of Attorney (included on the signature page
                              of this registration statement on Form S-8)

               99.1           1992 Stock Option Plan, effective October 21,
                              1992, as amended, effective August 22, 1996
                              [incorporated by reference to Attachement No. 1 to
                              the Registrant's Proxy Statement, dated July 29,
                              1996 (Commission File No. 0-20968)]

               99.1           1992 Non-Employee Directors' Stock Option Plan, as
                              amended, effective August 22, 1996 [incorporated
                              by reference to Attachement No. 2 to the
                              Registrant's Proxy Statement, dated July 29, 1996
                              (Commission File No. 0-20968)]

               __________________________

               *  Filed herewith.

     ITEM 9.   UNDERTAKINGS.

          The Registrant 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 16th day of October, 1996.

                                        ADVANCED MAMMOGRAPHY SYSTEMS, INC.

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

                                  POWER OF ATTORNEY

          Each director and/or officer of the Registrant whose signature appears
     below hereby appoints Jack Nelson or Enrique Levy 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       October 16, 1996
      --------------------------
         Jack Nelson

      /s/ Charles Moche            Chief Financial Officer     October 16, 1996
     ------------------------                                   
         Charles Moche

      /s/ Robert Spira, M.D.       Vice Chairman                October 16, 1996
     --------------------------
         Robert Spira, M.D.

                                   President, Chief Operating
      /s/ Enrique Levy             Officer and Director        October 16, 1996
     --------------------------
         Enrique Levy

                                   Director                      _________, 1996
     ---------------------------
         George Aaron

      /s/ Alison Estabrook         Director                    October 16, 1996
     ----------------------------
         Alison Estabrook

      /s/ Sol Triebwasser, Ph.D.   Director                    October 16, 1996
     ----------------------------
       Sol Triebwasser, Ph.D.

      /s/ Bernard Weiner           Director                    October 16, 1996
     ----------------------------
         Bernard Weiner
INDEX TO EXHIBITS
                          ADVANCED MAMMOGRAPHY SYSTEMS, INC.
                          ----------------------------------

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

      5        Opinion of Reid & Priest LLP.

     23.1      Consent of Richard A. Eisner & Company, LLP independent public 
               accountants for the Registrant

     23.2      Consent of Reid & Priest LLP (included in Exhibit 5)

     24        Power of Attorney (included on the signature page of this
               registration statement on Form S-8)