UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
00753Q-101
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(CUSIP Number)
Jack Nelson, Chairman
Advanced NMR Systems, Inc.
46 Jonspin Road
Wilmington, MA 01887-1082
(509) 657 - 8876
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 15, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this Schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934, as amended (the "Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all provisions of the Act (however, see
the Notes).
Page 1 of 4 Pages
- -
<PAGE>
SCHEDULE 13D
CUSIP No. 00753Q-101 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Advanced NMR System, Inc.
EIN: 22-2457487
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,000,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- (See Item 5)
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PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Pursuant to Rule 13d-2 of the General Rules and
Regulations under the Act, this Amendment No. 2 amends the
Schedule 13D filed with the Commission on September 19, 1995 (the
"Statement") with respect to the common stock, $.01 par value per
share, of Advanced Mammography Systems, Inc. (the "AMS Common
Stock"), as amended by Amendment No. 1 to the Statement filed
with the Commission on February 21, 1996 ("Amendment No. 1").
Terms used and not otherwise defined herein shall have the
respective meanings set forth in the Statement. Except as
otherwise expressly indicated below, the information provided in
the Statement remains in effect.
ITEM 2. IDENTITY AND BACKROUND
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This Amendment No. 2 to the Statement is being filed
by Advanced NMR.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
(b) On May 15, 1996, Advanced NMR and AMS terminated a
previously announced Agreement and Plan of Merger, dated as of
February 4, 1996 (the "Merger Agreement"), which had provided for
the merger (the "Merger") of AMS Merger Corporation, a wholly-
owned subsidiary of Advanced NMR, with and into AMS.
Simultaneously with the termination of the Merger Agreement, AMS
closed a placement (the "Placement") of $3 million principal
amount of 4% Convertible Debentures (the "Debentures"). AMS
filed a current report on Form 8-K on May 16, 1996 to more fully
report the Placement and the terms of its Debentures.
(f) Advanced NMR intends to explore the possiblity of
modifying its current business relationship with AMS as governed
by the Shared Services Agreement and License Agreement.
Items (e),(g),(h),(i) of Item 4 shall no longer be
amended as indicated in Amendment No. 1 but shall remain as set
forth in the Statement.
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
the statement is true, complete and correct.
ADVANCED NMR SYSTEMS, INC.
/s/ Jack Nelson
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By: Jack Nelson
Its: Chairman of the Board
Date: June 11, 1996
