As Filed With the Securities and Exchange Commission on October 21, 1996

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

                          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)

                        Non-Qualified Stock Option Agreements
     ---------------------------------------------------------------------------
                               (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 Title                    Proposed       Proposed
             of                          maximum        maximum      Amount of
      securities to be  Amount to be  offering price   aggregate    registration
         registered    registered(1)   per share(2)  offering price     fee
      --------------------------------------------------------------------------

       Common Stock,
       $.01 par value  130,000 shares     $0.52       $67,600        $100.00

     ==========================================================================

          (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.


                        NON-QUALIFIED STOCK OPTION AGREEMENTS


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The documents listed below are hereby incorporated by reference into
     this Registration Statement, and all documents subsequently filed by
     Advanced NMR 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 Registrant's Annual Report on Form 10-K for the transition
               period from January 1, 1995 to September 30, 1995 (Commission
               File No. 0-11914);

          (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarterly
               periods ended December 31, 1995, March 31, 1996 and June 30, 1996
               (Commission File No. 0-11914); and

          (d)  The description of the Registrant's Common Stock contained in
               Form 8-A filed with the Commission pursuant to Section 12(g) of
               the Exchange Act (Commission File No. 00011914).

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

          Article V of the Registrant's Amended and Restated By-Laws (the "By-
     Laws") provides for indemnification by the Registrant 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 Registrant 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
     Registrant or any such constituent corporation.  Article V permits the
     Registrant 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 Registrant 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 Registrant, or is or was serving at the request of
     the Registrant in such capacity for another corporation or other
     enterprise.

          Under the terms of an Agreement and Plan of Merger among the
     Registrant, ANMR Acquisition Corp. and Medical Diagnostics, Inc. ("MDI"),
     dated as of May 2, 1995 (the "Merger Agreement"), the Registrant has agreed
     that, to the fullest extent permitted by the DGCL, from and after the
     effective time of the merger (the "Effective Time"), the Registrant shall
     indemnify, defend and hold harmless the 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 Registrant, 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 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 Registrant 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 Registrant shall only be required to
     obtain as much coverage as can be obtained by paying an annual premium
     equal to the Cap.


     <PAGE>


     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      Form of Stock Option Agreement

     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 NMR 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


                                   Director                   __________, 1996
     ----------------------
         George Aaron


      /s/ Enrique Levy             Director                    October 16, 1996
     ----------------------
         Enrique Levy


      /s/ David Gaynor             Director                    October 16, 1996
     ----------------------
         David Gaynor


      /s/ Robert S. Spira          Director                    October 16, 1996
     ----------------------
         Robert S. Spira


      /s/ Sol Triebwasser          Director                    October 16, 1996
     ----------------------
         Sol Triebwasser


     <PAGE>


                                  INDEX TO EXHIBITS
                              ADVANCED NMR 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)

     99.1      Form of Stock Option Agreement
[{"type": "S-8", "sequence": "1", "description": "FORM S-8  NON QUALIFIED STOCK OPTION PLAN", "secsgml_size_bytes": 18619}]
{"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": "333-14517", "film-number": "96645762"}, "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 October 21, 1996

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

                          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)

                        Non-Qualified Stock Option Agreements
     ---------------------------------------------------------------------------
                               (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 Title                    Proposed       Proposed
             of                          maximum        maximum      Amount of
      securities to be  Amount to be  offering price   aggregate    registration
         registered    registered(1)   per share(2)  offering price     fee
      --------------------------------------------------------------------------

       Common Stock,
       $.01 par value  130,000 shares     $0.52       $67,600        $100.00

     ==========================================================================

          (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.

                        NON-QUALIFIED STOCK OPTION AGREEMENTS

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The documents listed below are hereby incorporated by reference into
     this Registration Statement, and all documents subsequently filed by
     Advanced NMR 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 Registrant's Annual Report on Form 10-K for the transition
               period from January 1, 1995 to September 30, 1995 (Commission
               File No. 0-11914);

          (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarterly
               periods ended December 31, 1995, March 31, 1996 and June 30, 1996
               (Commission File No. 0-11914); and

          (d)  The description of the Registrant's Common Stock contained in
               Form 8-A filed with the Commission pursuant to Section 12(g) of
               the Exchange Act (Commission File No. 00011914).

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

          Article V of the Registrant's Amended and Restated By-Laws (the "By-
     Laws") provides for indemnification by the Registrant 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 Registrant 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
     Registrant or any such constituent corporation.  Article V permits the
     Registrant 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 Registrant 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 Registrant, or is or was serving at the request of
     the Registrant in such capacity for another corporation or other
     enterprise.

          Under the terms of an Agreement and Plan of Merger among the
     Registrant, ANMR Acquisition Corp. and Medical Diagnostics, Inc. ("MDI"),
     dated as of May 2, 1995 (the "Merger Agreement"), the Registrant has agreed
     that, to the fullest extent permitted by the DGCL, from and after the
     effective time of the merger (the "Effective Time"), the Registrant shall
     indemnify, defend and hold harmless the 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 Registrant, 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 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 Registrant 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 Registrant 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
               ----------  -----------

                  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      Form of Stock Option Agreement

     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 NMR 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

                                   Director                   __________, 1996
     ----------------------
         George Aaron

      /s/ Enrique Levy             Director                    October 16, 1996
     ----------------------
         Enrique Levy

      /s/ David Gaynor             Director                    October 16, 1996
     ----------------------
         David Gaynor

      /s/ Robert S. Spira          Director                    October 16, 1996
     ----------------------
         Robert S. Spira

      /s/ Sol Triebwasser          Director                    October 16, 1996
     ----------------------
         Sol Triebwasser
INDEX TO EXHIBITS
                              ADVANCED NMR 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)

     99.1      Form of Stock Option Agreement