AS FILED WITH THE
As filed with the Securities and Exchange Commission on May 29, 2015
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1996

REGISTRATION NO. 333-12879

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, D.C. 20549
------------------------

AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN SHARED HOSPITAL SERVICES
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(Exact Name of Registrant as Specified in Its Charter)

CALIFORNIA California 94-2918118
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S.Employer
Identification Number)
Four Embarcadero Center, Suite 3700
San Francisco, California 94111-4107
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

FOUR EMBARCADERO CENTER, SUITE 3620
SAN FRANCISCO, CALIFORNIA 94111-4155
(415) 788-5300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

ERNEST A. BATES, M.D.

CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
AMERICAN SHARED HOSPITAL SERVICES
FOUR EMBARCADERO CENTER, SUITE 3620
SAN FRANCISCO, CALIFORNIA 94111-4155
(415) 788-5300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
------------------------

WITH A COPY TO:

DANIEL G. KELLY, JR.
SIDLEY & AUSTIN
875 THIRD AVENUE
NEW YORK, NEW YORK 10022

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
Ernest A. Bates, M.D.
Chief Executive Officer
Four Embarcadero Center, Suite 3700
San Francisco, California 94111-4107
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Daniel G. Kelly Jr.
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, California
(650) 752-2000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / /

☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/

☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

☐
If this Form is a post-effective amendment filed pursuant to SectionRule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

☐
If delivery of this prospectusForm is expecteda registration statement pursuant to be madeGeneral Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 434,
please462(e) under the Securities Act, check the following box. / /

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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2

AMERICAN SHARED HOSPITAL SERVICES
------------------------

CROSS REFERENCE SHEET

PURSUANT TO ITEM 501(b) OF REGULATION S-K

☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

LOCATION IN REGISTRATION STATEMENT OR
FORM S-3 ITEM NUMBER AND CAPTION PROSPECTUS
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1. ForepartLarge accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☒
CALCULATION OF REGISTRATION FEE
Title of Each
Class of Securities
to Be Registered Amount to Be Registered⁽¹⁾ Proposed Maximum Offering Price Per Unit ⁽²⁾ Proposed Maximum Aggregate Offering Price Amount of
Registration Fee
Common Shares, No Par Value 890,000 shares $2.49 $2,216,100 $257.51
(1) Pursuant to Rule 416 under the Securities Act of Registration Statement and
Outside Front Cover Page of Prospectus.... Facing Page; Cross-Reference Sheet;
Outside Front Cover Page of Prospectus
Inside Front Cover Page and Outside Back
2. Inside Front and Outside Back Cover Pages
of Prospectus............................. Cover Page of Prospectus; Available
Information
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges........ Risk Factors
4. Use of Proceeds........................... Use of Proceeds
5. Determination of Offering Price........... Determination of Offering Price
6. Dilution.................................. *
7. Selling Security Holders.................. Selling Securityholders
8. Plan of Distribution...................... Plan of Distribution
9. Description of Securities to be
Registered................................ Description1933, the shares being registered hereunder include such indeterminate number of Common Shares 10. Interestsas may be issuable upon stock splits, stock dividends or similar transactions.
(2) The price of Named Experts$2.49 per share, which was the average of the high and Counsel.... Legal Matters; Experts
11. Material Changes.......................... The Company; Financial Restructuring;
Capitalization
12. Incorporationlow prices of Certain Information by
Reference................................. Available Information
13. Disclosurethe Common Shares on the New York Stock Exchange MKT on May 26, 2015, is set forth solely for the purpose of Commission Position on
Indemnification forcalculating the registration fee in accordance with Rule 457(c) of the Securities Act Liabilities............................... *
of 1933.

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* Not applicable.
3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, OCTOBER 16, 1996

PROSPECTUS

2,679,047 COMMON SHARES

AMERICAN SHARED HOSPITAL SERVICES

The sharesregistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of common stock, no par value ("Common Shares")the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), of may determine.
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion. Dated May 29, 2015.
American Shared Hospital Services a California corporation ("ASHS" and together with its
subsidiaries,
890,000 COMMON SHARES
This prospectus covers the "Company"), covered by this Prospectus may be soldsale or other disposition from time to time of up to 890,000 of our common shares, including 190,000 shares issuable upon exercise of warrants by the securityholders specifiedselling shareholders identified in this Prospectus (the "Selling
Securityholders"). See "Selling Securityholders."prospectus. The Common Sharesselling shareholders may, from time to time, sell, transfer, or otherwise dispose of any or all of their common shares or interests in common shares on any stock exchange, market, or trading facility on which the shares are listed ontraded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the American Stock Exchange ("time of sale, at prices related to the AMEX")prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
We are not offering any of our common shares for sale under the trading symbol "AMS." The Common Shares are also listed on The Pacific
Stock Exchange ("The PSE"). Each such exchange has commenced a review procedure
to determine whether the Common Shares will remain listed. See "Risk
Factors -- Possible Delisting of Common Shares and Loss of Active Trading
Market." On September 23, 1996, the last reported sale price of the Common
Shares on the AMEX was $1.375 per share.

The Companythis prospectus. We will not receive any of the proceeds from the sale or other disposition of our common shares by the selling shareholders, other than any proceeds from the cash exercise of the warrants to purchase our common shares.
We provide more information about how the selling shareholders may sell their common shares in the section titled “Plan of Distribution.” We will pay half of the expenses incurred in registering the shares, including legal and accounting fees and the selling shareholders will bear the other half of the expenses, not to exceed $15,000 for any individual selling shareholder. You should read this prospectus and any supplement carefully before you invest.
Our common shares are listed on the New York Stock Exchange MKT under the symbol “AMS.” The last reported sale price on May 28, 2015 was $2.50 per share.
Investing in these securities involves certain risks. See “Risk Factors” beginning on page 13 of our annual report on Form 10-K for the year ended December 31, 2014, which is incorporated by reference herein.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2015.
table of contents
Page
About this Prospectus i
Prospectus Summary 1
Risk Factors 1
Incorporation By Reference 2
Where You Can Find More Information 2
Special Note On Forward-Looking Statements 2
Use of Proceeds 3
Selling Shareholders 4
Description of Capital Stock 5
Plan of Distribution 7
Legal Matters 9
Experts 9
About this Prospectus
This prospectus is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf process, the selling shareholders may sell any amount of the securities described in this prospectus in one or more offerings. We and the selling shareholders have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective dates.
i
ProspectusSummary
The following is a summary of some of the information contained or incorporated by reference in this prospectus. To understand this offering fully, you should read carefully the entire prospectus, including the risk factors, the financial statements and the other documents incorporated herein by reference. Unless otherwise indicated, the terms “American Shared Hospital Services,” “ASHS,” “we,” “us,” “our,” “our company,” “the Company” and “our business” refer to American Shared Hospital Services.
Our Company
We provide turnkey technology solutions for advanced radiosurgical and radiation therapy services. We are the world leader in providing Gamma Knife radiosurgery equipment, a non-invasive treatment for malignant and benign brain tumors, vascular malformations and trigeminal neuralgia (facial pain). We also offer the latest Intensity Modulated Radiation Therapy (IMRT) and image-guided IMRT (IGRT) systems. We own a common stock investment in Mevion Medical Systems, Inc., developer of the compact MEVION S250 Proton Therapy System.
Pursuant to the Common Stock Purchase Agreement dated June 11, 2014 (the “June Agreement”), between us and Messrs. Stachowiak, Ruffle and Trotman, the Common Stock Purchase Agreement dated October 22, 2014 (the “October Agreement”), between us and Mr. Stachowiak and the Note and Warrant Purchase Agreement dated October 22, 2014 (the “Warrant Agreement”), between us and Messrs. Stachowiak, Ruffle, Ozyurek and Dr. Larson (with Mr. Trotman, collectively, the “Selling Shareholders”), we issued an aggregate of 750,000 common shares and warrants exercisable for 200,000 underlying common shares (collectively, the “Shares”), in private transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). In connection with the June Agreement, the October Agreement and the Warrant Agreement (together, the “Agreements”), we granted the Selling Shareholders registration rights relating to the Shares. In accordance with the terms of the Agreements, this prospectus covers the resale of up to an aggregate of 890,000 Shares being offered by the Selling Securityholders. The Selling
Securityholders may, from timeShareholders.
We were incorporated in the State of California in 1983 and our predecessor, Ernest A. Bates, M.D., Ltd. (d/b/a American Shared Hospital Services), a California limited partnership, was formed in June 1980.
Our principal executive offices are located at Four Embarcadero Center, Suite 3700, San Francisco, California 94111-4107, and our telephone number is (415)788-5300. We maintain a website at www.ashs.com where general information about us is available. We are not incorporating the contents of the website into this prospectus.
Risk Factors
Investing in our common shares involves a high degree of risk. You should carefully consider the risks and uncertainties set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014, which are incorporated by reference into this prospectus, together with any additional disclosures under similar headings in any supplement to time, sell the Common Shares at market prices
prevailing on the AMEXthis prospectus or The PSE, respectively, at the time of salein other documents which are incorporated by reference into this prospectus, or sell the
Common Shares under certain other terms. See "Plan of Distribution."

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

THE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE CONSIDERED IN
CONNECTION WITH AN INVESTMENT IN THE SECURITIES OFFERED HEREBY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THE PROSPECTUS IS OCTOBER , 1996
4

AVAILABLE INFORMATION

The Company is subjectin any amendment to the informational requirementsregistration statement of which this prospectus is a part, before you decide to purchase our common shares. If any of these possible adverse events actually occurs, we may be unable to conduct our business as currently planned and our financial condition and operating results could be harmed. In addition, the trading price of our common shares could decline due to the occurrence of any of these risks, and you may lose all or a part of your investment.

IncorporationBy Reference
The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and all documents we file pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), and in accordance
therewith files periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices at 7 World Trade Center,
New York, New York 10007 and Northwestern Atrium Center, 500 Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained upon written request addressed to the Commission, Public Reference
Section, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and its public reference facilities in New York, New York and Chicago,
Illinois, at prescribed rates. The Commission maintains a site on the World Wide
Web at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The Company's Common Shares are listed on the American
Stock Exchange and The Pacific Stock Exchange, and such reports, proxy
statements, and other information concerning the Company can also be inspected
at the offices of the American Stock Exchange, 86 Trinity Place, New York, New
York 10006 and at the offices of The Pacific Stock Exchange, 301 Pine Street,
San Francisco, California 94104. Statements contained in this Prospectus as to
the contents of any agreement or other document are not necessarily complete,
and in each instance reference is made to the copy of such agreement or document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference.

Additional information regarding the Company and the Common Shares offered
hereby is contained in the Registration Statement on Form S-3 and the exhibits
(the "Registration Statement") filed with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"). This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is made to the Registration
Statement which may be inspected without charge at, and copies thereof may be
obtained at prescribed rates from, the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference:

(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (the "1995 10-K");

(2) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1996 and June 30, 1996; and

(3) The description of the Company's Common Shares contained in the
Company's Registration Statement on Form 8-A (Registration No. 1-8789),
which was declared effective by the Commission on October 23, 1984.

All documents filed by the Company pursuant to Sections 13(a), 14 or 15(d)
of the Exchange Act subsequent toafter the date of this Prospectus shall beprospectus and prior to the termination of the offering under this prospectus and any prospectus supplement (other than, in each case, documents or information deemed to be incorporated by referencehave been furnished and not filed in this Prospectus and to be part hereof from the
date of filing of such documents.

Any statement contained herein or in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such prior statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

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5

The Companyaccordance with SEC rules):
(a) our annual report on Form 10-K for the year ended December 31, 2014;
(b) our definitive proxy statement on Schedule 14A filed with the SEC on April 30, 2015;
(c) our quarterly report on Form 10-Q for the quarter ended March 31, 2015 filed with the SEC on May 14, 2015;
(d) the description of our common shares contained in our registration statement on Form 8-A (Registration No. 1-8789) filed with the SEC on September 21, 1984 under Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description; and
(e) all documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the securities that we may offer with this prospectus are sold.
We will providefurnish without charge to each person, including any beneficial owner, to whom a copy of this Prospectusprospectus is delivered, upon oralwritten or writtenoral request, a copy of any or all of the documentsinformation that has been incorporated herein by reference (other thaninto this prospectus (except exhibits, to such documents, unless such exhibitsthey are specifically incorporated by reference in such documents)into this prospectus). Written or telephone
inquiriesYou should be directed todirect any requests for copies to: American Shared Hospital Services, Four Embarcadero Center, Suite 3620,3700, San Francisco, California 94111, Attention: Richard Magary (telephone:Secretary, Telephone (415) 788-5300).

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6

RISK FACTORS

The following specific factors788-5300.
You should be considered carefully by
prospective investorsread the information relating to us in evaluatingthis prospectus together with the Company, its business and an investmentinformation in the Common Shares.

DEFAULTS, POTENTIAL BANKRUPTCY AND RESTRUCTURING

As a result of a serious cash shortage during the second half of 1992, the
Company faileddocuments incorporated by reference. Nothing contained herein shall be deemed to make the required semi-annual interest payments under its
14 3/4% Subordinated Notes due 1996 (the "14 3/4% Notes") and Senior
Subordinated Exchangeable Reset Notes due 1996 (the "16 1/2% Notes" and
collectivelyincorporate information furnished to, but not filed with, the 14 3/4% Notes,SEC.
Where You Can Find More Information
We file annual, quarterly and current reports, proxy statements and other information with the "Subordinated Notes")SEC. You may read and copy any document that were due
beginningwe file at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on October 15, 1992.the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the Company suspended lease payments
on a significant portion of its equipment leases beginning on December 1, 1992.
The non-payment of interestSEC maintains an Internet site at http://www.sec.gov, from which interested persons can electronically access our SEC filings, including the registration statement and the suspensionexhibits and schedules thereto.
Special Note On Forward-Looking Statements
This prospectus, including the documents incorporated by reference herein, contains forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “anticipates,” “believes,” “continues,” “estimates,” “expects,” “may,” “might,” “should,” “plans,” “potential,” “predicts” or “will,” the negative of lease payments caused defaultsthese terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors

discussed under the Company's Subordinated Notes and equipment leases and gave the holders
of such obligations as well as the lender under the Company's senior secured
working capital facility the right to declare all amounts immediately due and
payable and to reclaim substantially all of the Company's diagnostic imaging
equipment and other assets. The Company stated that if any of such creditors or
lessors had exercised their rights, the Company would have been forced to seek a
liquidation under Chapter 7 or a reorganization under Chapter 11 of the United
States Bankruptcy Code.

Following lengthy negotiations, the Company restructured its debt and most
of its lease obligations (the "Restructuring"). The restructuring had the effect
of curing all defaults under the Subordinated Notes and the equipment leases.
The Company nevertheless remains highly leveraged and has substantial fixed
payment obligations. If defaults occurcaption entitled “Risk Factors” in the future, the Company's creditors
and lessors would have the ability to accelerate the Company's obligations and
seize substantially all of its medical imaging equipment and other assets. There
can be no assurance that the Company will be able to avoid such defaults in the
future.

RECENT LOSSES; FINANCIAL CONDITION OF THE COMPANY

The Company has reported significant operating losses in each of the last
three fiscal years. The net loss of the Company (before extraordinary items) was
$15,644,000, $5,537,000, and $12,459,000our Annual Report on Form 10-K for the yearsyear ended December 31, 1993,
1994 and 1995, respectively. The Company had a net capital deficiency of
$11,024,000 at June 30, 1996. The Company reported net income of $7,344,000 and
a corresponding reduction of its net capital deficiency in 1995 due to an
extraordinary gain of $19,803,000 from2014.
Although we believe the early extinguishment of debt at a
discount. Unless the Company is able to increase its revenues and/or increase
its operating margins through a reduction in its cost of operations, it will be
unable to achieve profitability. There can be no assurance that the Company will
be profitableexpectations reflected in the future.

HIGH DEBT LEVEL

Even followingforward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the Restructuring, in which the Company was able to
repurchase at a significant discountaccuracy and retire $17,694,000 principal amountcompleteness of Subordinated Notes, the Company remains highly leveraged. At August 31, 1996,
the Company had approximately $13,500,000 of long-term debt, $360,000 of
Subordinated Notes and approximately $23,700,000 of obligations under capital
leases. Scheduled payments of principal and interest under debt obligations and
capital leases are approximately $6,600,000 during the last six months of 1996.
In addition, scheduled payments under operating leases and related maintenance
and service agreements are approximately $1,300,000 during the last six months
of 1996. The Company must increase its revenues and reduce its cost structure
and debt payment schedules in order to meet its obligations as they become due.
There can be no assurance that the Company will be able to meet its scheduled
obligations as they become due in the last two quarters of 1996. Further, the
high debt level may adversely affect the Company's ability to offer
technologically advanced equipment in the future to customers, which may
adversely affect the Company's ability to secure or retain profitable contracts.

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7

LIMITED ACCESS TO CAPITAL AND FINANCING

The Company is severely limited by covenants in its credit agreements from
incurring additional indebtedness without the consent of its lenders. In
addition, the Company has pledged substantially all of its liquid assets and
substantially all of its tangible personal property and real property to secure
its existing debt. As a result, the Company has very little financial
flexibility to address unforeseen cash needs, to fund future growth or to
finance necessary equipment purchases and upgrades.

POTENTIAL INABILITY TO REPAY MATURING INDEBTEDNESS

A substantial portion of the Company's funded debt will mature in the near
future. During the last four months of 1996 and 1997, approximately $3,100,000
and $9,400,000 plus the then outstanding balance (currently approximately
$3,603,000 at September 15, 1996) of the Company's revolving credit facility
will become due. The Company does not expect to have sufficient cash resources
to pay allany of these obligations at maturity. Accordingly, the Company will be
requiredforward-looking statements. We are under no duty to seek new financing to meet its maturing obligations. There can be no
assurance that such financing will be available or that the terms ofupdate any such
financing will be acceptable to the Company.

TREND OF DECREASING REVENUES

The Company's revenues decreased during each of the last three fiscal
years. For the three years ended December 31, 1993, 1994 and 1995, revenues were
$39,485,000, $38,545,000 and $34,077,000, respectively. This decrease in
revenues is a result of the sale by the Company of various revenue-producing
assets, reduced demand for certain of the Company's imaging services and severe
competition which have led to reduced pricing for the Company's services. This
trend resulted in significant operating losses and, during the period from late
1992 until May 1995, the Company failed to meet certain of its fixed
obligations. The Company must increase its revenues or decrease its expenses in
order to remain viable. There can be no assurance that the Company will be able
to increase its revenues or decrease its expenses sufficiently to cover its
fixed obligations.

POSSIBLE DELISTING OF COMMON STOCK AND LOSS OF ACTIVE TRADING MARKET

The Common Stock is currently traded on the American Stock Exchange ("the
AMEX") and The Pacific Stock Exchange ("The PSE"). The announcement by the
Company of the terms of a restructuring in early April 1994 was followed by a
significant decline in the market price of the Common Stock. The Company's
losses and net capital deficiency have caused the Company to no longer satisfy
the minimum criteria with respect to net income and net worth for continued
listing published by the AMEX. The per share trading price of the Common Stock
is also below the minimum criteria for continued listing on such exchange. The
closing per share price was $1.375 on September 23, 1996. The Company has been
advised that its net capital deficiency is inconsistent with the criteria
applied by The PSE for continued listing on such exchange. The AMEX and The PSE
are currently reviewing the Company's financial condition following the
restructuring in order to determine whether the Common Stock will continue to be
listed on such exchanges. Accordingly, no assurances can be given that a holder
of Common Shares will be able to sell Common Shares in the future on a national
or regional securities exchange, or that there will be an active trading market
for the Common Shares or as to the price at which the Common Shares might trade.

INABILITY OF COMPANY TO PAY DIVIDENDS

The Company is prohibited by its credit agreements from paying dividends on
the Common Shares and does not anticipate being in a position to pay dividends
for the foreseeable future.

INABILITY OF NON-AFFILIATES TO SELL COMMON STOCK

At October 6, 1996 there were 4,769,384 shares of Common Stock outstanding
and an additional 2,185,700 shares of Common Stock issuable under immediately
exercisable warrants and options. Approximately 2,298,659 of these shares and an
additional 2,102,793 shares underlying immediately exercisable

5
8

options or warrants that are owned by "affiliates" would normally be subject to
limitations on resale; however, all of such shares, options and warrants are
currently eligible for sale pursuant to effective registration statements. The
trading market for the Common Stock is thin. The average weekly trading volume
of the Common Stock on the AMEX since May 1, 1995 is approximately 5000 shares.
Accordingly, non-"affiliate" holders may find it extremely difficult to sell
their Common Shares, and the price thereof may be depressed for an indefinite
period by the number of "affiliate" shares available for resale pursuant to
effective registration statements.

CONTROL BY MAJOR SHAREHOLDERS; POTENTIAL CONFLICT OF SHAREHOLDER INTERESTS

As of October 6, 1996, Ernest A. Bates, M.D., the Company's Chairman and
Chief Executive Officer, owned (directly or through immediately exercisable
options) 2,485,500 shares of Common Shares, which represents approximately 35.7%
of the Company's outstanding Common Shares and Common Shares exercisable
pursuant to immediately exercisable options. In addition, as a result of
securities issued to them pursuant to the Restructuring, certain securityholders
of the Company (the "Restructuring Holders") own directly or through immediately
exercisable warrants 1,732,000 shares of Common Stock, representing
approximately 24.9% of the outstanding Common Shares and Common Shares
exercisable pursuant to immediately exercisable options. Dr. Bates and certain
of the Restructuring Holders acting together will have the power to determine
the outcome of a shareholder vote with respect to any fundamental corporate
transaction, including mergers and the sale of all or substantially all of the
Company's assets. This could have the effect of blocking transactions that a
majority of the other shareholders would otherwise find attractive, or
conversely, permitting Dr. Bates and the Restructuring Holders to adopt
transactions that a majority of the other shareholders vote to reject.
Accordingly, owners of Common Shares other than Dr. Bates and the Restructuring
Holders should recognize that their interests may conflict and, as a result of
the size of their shareholdings, Dr. Bates and such Restructuring Holders will
be able effectively to determine the course of action to be taken by the
Company.

DEPENDENCE ON KEY PERSONNEL

The Company's operations and business are dependent to a significant extent
upon the continued active participation of its founder, Chairman of the Board
and Chief Executive Officer, Ernest A. Bates, M.D. In the past, Dr. Bates has
personally guaranteed various financial obligations of the Company, which has
enabled the Company to obtain credit. Certain of the Company's lenders have also
sought to insure the continued involvement of Dr. Bates by requiring his
personal guarantee of a significant amount of the Company's debt. Should Dr.
Bates become unavailable to the Company for any reason, it could have a material
adverse effect on the Company's business, results of operations, financial
condition and prospects.

INABILITY OF COMPANY TO ACQUIRE ADVANCED TECHNOLOGY

Diagnostic imaging technology is subject to continuous development and
change. New technological breakthroughs may require the Company to acquire new
or technologically improved products to service its customers. There can be no
assurance that the Company's financial resources will enable it to make the
investment necessary to acquire such products. The failure to acquire or use new
technology and products could have a material adverse effect on the Company's
business and results of operations.

EXPANSION OF REIMBURSEMENT PROGRAMS

Customers to which the Company provides services generally receive payment
for patient care from governmental and private insurer reimbursement programs.
As a result, a significant adverse change in such reimbursement policies might
have a material adverse effect on the Company's business and results of
operations. As a result of federal cost-containment legislation currently in
effect, hospital in-patients covered by federally funded reimbursement programs
are classified into diagnostic related groups ("DRG") in accordance with the
patient's diagnosis, necessary medical procedures and other factors. Patient
reimbursement is limited to a predetermined amount for each DRG. Because the
reimbursement payment is predetermined, it does not necessarily cover the cost
of all medical services actually provided. Currently the

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9

DRG system is not applicable to out-patient services, and consequently many
health care providers have an incentive to treat patients on an out-patient
basis. If the DRG program is at some future date expanded to include out-patient
reimbursement, such change could have a material adverse effect on the Company's
business and results of operations.

RISK OF ADVERSE HEALTHCARE REFORM LEGISLATION

In addition to extensive existing government healthcare regulation, there
are numerous initiatives at the federal and state levels for comprehensive
reforms affecting the payment for and availability of healthcare services,
including a number of proposals that would significantly limit reimbursement
under Medicare and Medicaid. It is not clear at this time what proposals, if
any, will be adopted or, if adopted, what effect such proposals would have on
the Company's business. Aspects of certain of these healthcare proposals, such
as cutbacks in the Medicare and Medicaid programs, containment of healthcare
costs on an interim basis by means that could include a short-term freeze on
prices charged by healthcare providers, and permitting greater state flexibility
in the administration of Medicaid, could adversely affect the Company. There can
be no assurance that any currently proposed or future healthcare legislation or
other changes in the administration or interpretation of governmental healthcare
programs will not have an adverse effect on the Company.

BURDEN AND COST OF GOVERNMENT REGULATION

Many aspects of the medical industry in the United States are subject to a
high degree of governmental regulation. Generally, failure to comply with any
such regulations may result in denial of the right to conduct business and
significant fines. For example, legislation in various jurisdictions requires
that health facilities obtain a Certificate of Need ("CON") prior to making
expenditures in excess of specified amounts. The CON procedure can be expensive
and time consuming, and consequently a health care facility may elect to use the
Company's services rather than purchase equipment subject to CON requirements.
CON requirements vary from state to state as they apply to the operations of
both the Company and its customers. In some jurisdictions the Company is
required to comply with CON procedures before operating its services and in
other jurisdictions customers must comply with CON procedures before using the
Company's services. An increase in the complexity or substantive requirements of
such federal, state and local laws and regulations could adversely affect the
Company's business.

COMPETITION

The Company faces severe competition from other providers of diagnostic
imaging services, some of which have greater financial resources than the
Company, and from equipment manufacturers, hospitals, imaging centers and
physician groups owning in-house diagnostic units. Significant competitive
factors in the diagnostic services market include equipment price and
availability, performance quality, ability to upgrade equipment performance and
software, service and reliability. The Company's financial problems have
adversely affected its ability to obtain and retain certain profitable customer
contracts, and its high debt burden may adversely affect its ability to offer
technologically advanced equipment in the future. There can be no assurance that
the Company will be able to retain its competitive position in the medical
imaging industry.

THE COMPANY

The Company provides shared diagnostic imaging services and radiotherapy
services to approximately 220 hospitals, medical centers and medical offices
located in 22 states. The four principal diagnostic imaging services provided by
the Company are Magnetic Resonance Imaging (MRI), Computed Axial Tomography
Scanning (CT), Ultrasound and Nuclear Medicine. Radiotherapy services are
performed by the Company through a subsidiary which provides Gamma Knives to two
major university medical centers.

ASHS's address is Four Embarcadero Center, Suite 3620, San Francisco,
California 94111 and its telephone number is (415) 788-5300.

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FINANCIAL RESTRUCTURING

NOTES REPURCHASE AND LEASE RESTRUCTURING

Beginning in 1992, the Company experienced substantial declines in revenues
from its businesses. The revenue declines, which were caused by increased
competition and reduced acceptance of the services offered by the Company,
combined with high fixed payment obligations under existing leases and the
Subordinated Notes, led to a serious cash shortage in the second half of 1992.
During this period the Company concluded that revenues from its operating
activities would be insufficient to meet its fixed obligations and determined
that these obligations would have to be restructured.

The Company failed to make the required semi-annual payments due under the
Subordinated Notes beginning on October 15, 1992. In addition, the Company
suspended lease payments on a significant portion of its leases beginning on
December 1, 1992. As a result of these actions, both the Subordinated Notes and
the equipment leases relating to substantially all of the Company's medical
imaging equipment were in default. This gave the holders of such obligations, as
well as the lender under the Company's secured working capital facility, the
right to declare all amounts immediately due and payable and, in the case of the
leases, reclaim substantially all of the Company's medical imaging equipment.
The Company stated that any such action by the holders would have forced the
Company to seek a liquidation under Chapter 7 or a reorganization under Chapter
11 of the United States Bankruptcy Code.

On May 17, 1995, the Company repurchased (the "Notes Repurchase")
$17,694,000 principal amount of Subordinated Notes from certain holders for
consideration consisting of $3,893,000 in cash, 819,000 shares of Common Stock
and immediately exercisable Warrants to purchase an additional 216,000 shares of
Common Stock, at an exercise price of $0.75 per share, representing 20% and 5%,
respectively, of the then fully diluted Common Stock.

The Notes Repurchase was the culmination of a broad restructuring of the
Company's capital structure that commenced in mid-1992. As part of the
restructuring, the Company was able to amend most of the capital and operating
leases covering its medical equipment (the "Lease Restructuring") to reduce
monthly payments, eliminate $26,547,000 of indebtedness (including principal and
accrued and unpaid interest) through the Notes Repurchase and replace its
operating line of credit. Onforward-looking statements after the date of the Notes Repurchase, the Company
entered into three new credit facilities totalling $8,000,000 (which were
subsequently increasedthis prospectus to their current availabilityconform our prior statements to actual results or revised expectations.
Use of $8,500,000) which
provided funds for the Notes Repurchase and working capital, as well as term
debt reduction and the refinancing of certain medical equipment. As a result,
the Company was able to cure all existing defaults on its debt and equipment
leases.

EXCHANGE OFFER

Despite the Notes Repurchase and the Lease Restructuring, the Company
remains highly leveraged and has substantial near-term fixed obligations. See
"Risk Factors -- High Debt Level." See "Risk Factors -- Potential Inability to
Repay Maturing Indebtedness." In June 1996 the Company offered to exchange (the
"Exchange Offer") Common Shares for any and all outstanding Senior Subordinated
Notes. The Exchange Offer was completed on August 30, 1996.

The Exchange Offer resulted in a significant reduction in the outstanding
Senior Subordinated Notes. Holders of $413,000 aggregate principal amount of
Senior Subordinated Notes elected to exchange them for 286,936 newly issued
Common Shares. As a result, the Company's total payment obligation in respect of
maturing Senior Subordinated Notes on October 15, 1996 was approximately
$389,000, consisting of $360,000 of principal and approximately $29,000 of
accrued interest.

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CAPITALIZATION

The following table sets forth the capitalization of the Company at August
31, 1996:

AUGUST 31, 1996
---------------

Current portion of long-term debt...................................... $ 7,273,000
Current portion of obligations under capital leases.................... 6,724,000
Senior Subordinated Notes.............................................. 360,000
------------
Total current obligations............................................ 14,357,000
============
Long-term debt, less current portion................................... 6,253,000
Obligations under capital leases less current portion.................. 16,989,000
------------
Total long-term obligations.......................................... 23,242,000
------------
Total Obligations............................................ 37,599,000
------------
Stockholder's equity (Net Capital Deficiency):
Common stock, without par value:
authorized shares -- 10,000,000, 4,629,000 shares issued and
outstanding(1).................................................... 11,066,000
Common stock options issued to officer............................... 2,414,000
Additional paid-in capital........................................... 930,000
Accumulated deficit.................................................. (25,061,000)
------------
Total stockholders' equity (Net Capital Deficiency).......... (10,651,000)
------------
TOTAL CAPITALIZATION......................................... $ 26,948,000
============

- ---------------
(1) Does not include (i) 330,000 Common Shares reserved for issuance upon
exercise of options granted under the Company's 1995 Stock Option Plan, (ii)
151,200 Common Shares reserved for issuance for options remaining
exercisable under the Company's 1984 Stock Option Plan, (iii) 441,147 Common
Shares underlying unexercised Warrants, or (iv) 1,495,000 Common Shares
underlying an unexercised option issued to Ernest A. Bates, M.D.

USE OF PROCEEDS

The CompanyProceeds
We will not receive any of the proceeds from theany sale or other disposition of the Common Shares. Allcommon shares covered by this prospectus. We will receive proceeds upon the cash exercise of the warrants for which underlying common shares are being registered hereunder. Assuming full cash exercise of the warrants being registered hereunder at the exercise price of $2.20 per underlying common share, we will receive proceeds will be receivedof approximately $418,000. We currently intend to use the cash proceeds from any warrant exercise for working capital and general corporate purposes. The amount and timing of our actual use of proceeds may vary significantly depending upon numerous factors, including the actual amount of proceeds we receive and the timing of when we receive such proceeds.

SellingShareholders
Pursuant to the June Agreement, we issued an aggregate of 650,000 common shares with no par value. Pursuant to the October Agreement, we issued an aggregate of 100,000 common shares with no par value. Pursuant to the Warrant Agreement, we issued warrants exercisable for 200,000 common shares with no par value. Such common shares and the common shares underlying such warrants were issued, in connection with the June Agreement, October Agreement and the Warrant Agreement to the Selling Shareholders listed below in private transactions exempt from registration under Section 4(a)(2) of the Securities Act.
In connection with the Agreements, we granted the Selling Shareholders registration rights relating to the Shares. In accordance with the terms of the Agreements, this prospectus covers the resale of up to an aggregate of 890,000 of the Shares (the “Resale Shares”) by the Selling Securityholders. See "Selling Securityholders."

DETERMINATION OF OFFERING PRICE

The offering priceShareholders as shown in the table:
Selling Shareholders Number of shares from the June Agreement Number of shares from the October Agreement Number of underlying shares from the Warrant Agreement Total number of Shares
Raymond C. Stachowiak 400,000 100,000 100,000 600,000
John F. Ruffle 200,000 — 50,000 250,000
Mert Ozyurek — — 40,000 40,000
Total 600,000 100,000 190,000 890,000
Messrs. Stachowiak, Ruffle and Ozyurek are members of our board of directors. Mr. Stachowiak has been a director since 2009, Mr. Ruffle since 1995 and Mr. Ozyurek since 2011.
When we refer to the “Selling Shareholders” in this prospectus, we mean the persons listed in the table above. This prospectus only covers sales of the CommonResale Shares will be determined by the Selling SecurityholdersShareholders named in transactions entered into by them regarding the Common
Shares. See "Plantable above.
We agreed to use our reasonable best efforts to cause the registration statement of Distribution."

9
which this prospectus forms a part to be declared effective as soon as practicable and to remain continuously effective until the earlier of (i)(x) June 12, SELLING SECURITYHOLDERS

This Prospectus relates to2017 in the offer and sale bycase of the Selling
SecurityholdersJune Agreement, (y) October 22, 2017 in the case of Common Shares that were acquired by them in private
transactions prior tothe October Agreement or (z) three years from the date of this Prospectus and,registration statement in the case of Dr. Bates,
Commonthe Warrant Agreement and (ii) such times as the number of Resale Shares underlying an immediately exercisable stock option, all as
specifiedremaining unsold may be sold by the Selling Shareholders within 12 months in the table below. The Company intendsopen market transactions pursuant to keep the Registration
Statement to which this Prospectus relates continuously effective until all of
the Common Shares have been disposed of in accordance with the Registration
Statement or Rule 144 under the Securities Act or whenAct.
All transfers of the restrictions on
transferResale Shares by the Selling Securityholders underShareholders issued in connection with the Securities Act shall no longer
be applicable.

The Securities offered byJune Agreement, whether pursuant to this Prospectusprospectus or otherwise, are offered forsubject to certain standstill restrictions during the accounttwo-year standstill period ending on June 12, 2016. In this regard, the Selling Shareholders may not, within the two-year standstill period, acquire any ownership of any of the assets, businesses or securities of the Company or any rights or options to acquire such ownership; except such restriction shall not apply to (i) options or shares received as compensation for such Selling Securityholders. Shareholders’ service as directors, (ii) any shares received pursuant to any Selling Shareholder’s exercise of any option awarded as compensation for his service as a director, or (iii) open market purchases of common shares by any Selling Shareholder at prevailing market prices as long as that at no time during the standstill period shall any Selling Shareholder own more than 10% of the outstanding common shares. Such standstill restrictions were waived with respect to the shares issued in connection with the October Agreement and the Warrant Agreement.
The following table sets forth information regarding the beneficial ownership of the Selling Shareholders as of SeptemberApril 15, 1996,2015, including the names of the Selling Securityholders, their positions withShareholders, the Company,number and percentage of shares of our common shares beneficially owned by the Selling Shareholders and the number of Common Sharesshares and percentage of shares beneficially owned by themeach Selling Shareholder after completion of the sale of the maximum number of Resale Shares that may be offered under this prospectus by such Selling Shareholder. Each of the Selling Shareholders may, from time to time, offer and offeredsell pursuant to this Prospectus.

SELLING SECURITYHOLDERS

COMMON COMMON
NAME/POSITION WITH COMPANY SHARES OWNED SHARES OFFERED
- ----------------------------------------------------------- ------------ --------------

Ernest A. Bates, M.D., .................................... 2,485,500(1) 2,485,500(1)
Chairman and Chief Executive Officer
Matthew Hills, Director.................................... 1,582(2) 1,582(2)
Arthur E. Lyons, M.D. ..................................... 12,250(5) 10,000(3)
Gertrude Kaufman........................................... 500(3) 500(3)
Richard Magary, ........................................... 83,300(4)(5) 10,000(3)
Senior Vice President-Administration
John F. Ruffle, Director................................... 80,711(2)(5) 55,511(2)(5)
Craig K. Tagawa,........................................... 137,600(4)(5)(6) 10,000(3)
Senior Vice President and Chief Financial Officer
Stanley S. Trotman, Jr., .................................. 102,962(2)(5) 102,962(2)(5)
Director
Augustus A. White, M.D., .................................. 17,992(2)(4) 2,992(2)
Director

- ---------------
(1) Includes 1,495,000 Common Shares underlying an immediately exercisable stock
option.

(2) Representsprospectus any or includes Common Shares issued in lieu of cash Directors' fees.

(3) Represents Common Shares acquired in a private transaction from an
"affiliate" of the Company.

(4) Includes Common Shares underlying currently exercisable options issued
pursuant to the Company's 1984 Stock Option Plan and/or 1995 Stock Option
Plan.

(5) Includes Common Shares acquired in a private transaction from an "affiliate"
of the Company.

(6) Includes 10,000 Common Shares beneficially owned by Craig K. Tagawa and
Helen H. Tagawa, as joint tenants.

Because the Selling Securityholders may sell all or a part of their Common
Shares, no estimate can be given as to the number of Common Shares to be held by
any Selling Securityholder upon termination of the offering. The Common Shares
owned by the Selling Securityholders directly or pursuant to immediately
exercisable options represent approximately 42.0% of the issued and outstanding
Common Shares and Common Shares underlying immediately exercisable options as of
October 6, 1996.

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PLAN OF DISTRIBUTION

The Selling Securityholders may sell the Common Shares (i) in an
underwritten offering or offerings, (ii) through brokers and dealers, (iii) "at
the market" to or through a market maker or into an existing trading market, on
an exchange or otherwise, for such shares, (iv) in other ways not involving
market makers or established trading markets, including direct sales to
purchasers and (v) to the extent not prohibited by applicable securities law, in
ways other than pursuant to the distribution plan presented in the Prospectus.
The Company intends to maintain the effectiveness of the registration statement
until all of the CommonResale Shares have been sold, or untilregistered for his account, and thus we cannot state with certainty the earlieramount of (x) such
time asshares that the Selling Securityholders receive an opinionShareholders will hold upon consummation of counsel that
registrationany such sales. Beneficial ownership is no longer required to effect public distribution of the Common
Shares and (y) the first date that all Common Shares shall have been disposed ofdetermined in accordance with the Registration Statementrules of the SEC and

includes voting or Rule 144 underinvestment power with respect to our common shares. Generally, a person “beneficially owns” shares if the Securities
Act.person has or shares with others the right to vote those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days. The distributionpercentage of Common Shares may be effected from timeshares beneficially owned prior to timethe offering is based on 5,361,370 shares of our common shares outstanding as of April 15, 2015. The information in one
or more underwritten transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. Any such underwritten
offering may befollowing table is based on a "best efforts" or a "firm commitment" basis.

In connection with any such underwritten offering, underwriters or agents
may receive compensation from the Selling Securityholders for whom they may actShareholders’ representations to us regarding their ownership as agents in the form of discounts, concessions or commissions. Underwriters may
sell Common Shares to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agents.

At any time a particular offer of Common Shares is made, if required, a
Prospectus Supplement will be distributed that will set forth the names of the Selling Securityholder(s) offering such Common Shares, the aggregate amountdate of such Common Sharesthis prospectus.
Shares Beneficially Owned
Prior to the Offering Number of
Shares Offered Including Common Shares Underlying the Warrant Shares Beneficially Owned
After the Offering
Name of Beneficial Owner Number⁽²⁾ Percent⁽³⁾ Agreement⁽⁷⁾ Number⁽⁸⁾ Percent
Mr. Raymond C. Stachowiak^{(1) (4)} 602,071 11.1 % 600,000 102,071 1.9 %
Mr. John F. Ruffle⁽¹⁾⁽⁵⁾ 499,991 9.2 % 250,000 299,991 5.5 %
Mr. Mert Ozyurek⁽¹⁾⁽⁶⁾ 51,000 0.9 % 40,000 51,000 0.9 %
⁽¹⁾ The address of each such individual is c/o American Shared Hospital Services, Four Embarcadero Center, Suite 3700, San Francisco, California 94111.
⁽²⁾ Each person directly or indirectly has sole voting and investment power with respect to the shares listed under this column as being owned by such person. These amounts do not include common shares that will become issuable upon exercise of warrants commencing on October 22, 2015.
⁽³⁾ The percentages are calculated based on a total of 5,361,370 common shares issued and outstanding as of April 15, 2015. Shares that any person or group of persons is entitled to acquire upon the exercise of options or warrants within 60 days after April 15, 2015 are treated as issued and outstanding for the purpose of computing the percent of the class owned by such person or group of persons but not for the purpose of computing the percent of the class owned by any other person.
⁽⁴⁾ Includes 46,571 common shares issuable upon exercise of stock options and vesting of restricted units within 60 days of April 15, 2015 and excludes 100,000 common shares that will become issuable upon exercise of warrants commencing on October 22, 2015.
⁽⁵⁾ Includes 49,571 common shares issuable upon exercise of stock options and vesting of restricted units within 60 days of April 15, 2015 and excludes 50,000 common shares that will become issuable upon exercise of warrants commencing on October 22, 2015.
⁽⁶⁾ Includes 11,500 common shares issuable upon exercise of stock options and vesting of restricted units within 60 days of April 15, 2015 and excludes 40,000 common shares that will become issuable upon exercise of warrants commencing on October 22, 2015.
⁽⁷⁾ Number of shares offered as listed in this column includes the 190,000 common shares underlying the warrants issued under the Warrant Agreement being registered hereunder.
⁽⁸⁾ Shares beneficially owned after offering is calculated based on number of shares offered in this offering excluding common shares underlying the warrants issued under the Warrant Agreement.
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is based upon our articles of incorporation, as amended (“Articles of Incorporation”), our amended and the termsrestated bylaws (“Bylaws”) and applicable provisions of law. We have summarized certain portions of the offering, including the
name or namesArticles of any underwriters, dealers or agents, any discounts, commissionsIncorporation and other items constituting compensation from the Selling SecurityholdersBylaws below. The summary is not complete. The Articles of Incorporation and any discounts, commissions or concessions allowed or reallowed or paid to
dealers. Such Prospectus Supplement and, if necessary, a post-effective
amendmentBylaws are incorporated by reference as exhibits to the Registration Statementregistration statement of which this Prospectus isprospectus forms a part, will
be filed withpart. You should read the Commission to reflect the disclosureArticles of additional information
with respect to the distribution of such Common Shares.

The Selling SecurityholdersIncorporation and any underwriters, dealers or agents that
participate in the distribution of Common Shares may be deemed to be
underwriters, and any profit on the sale of Common Shares by the Selling
Securityholders and any discounts, commissions or concessions received by any
such underwriters, dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act.

Under an agreement that may be entered into by the Company, underwriters,
dealers, and agents who participate in the distribution of Common Shares may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which such underwriters, dealers or agents may be required to make
in respect thereof.

The sale of the Common Shares by the Selling Securityholders may also be
effected from time to time by Selling Securities directly to purchasers or to or
through certain broker-dealers. In connection with any such sale, any such
broker-dealer may act as agentBylaws for the Selling Securityholders or may purchase
from the Selling Securityholders all or a portion of the Common Shares as
principal and thereafter may resell any Common Shares so purchased. Sales by any
such broker-dealer, acting as agent or as principal, may be made pursuantprovisions that are important to any
of the methods described below. Such sales may be made on the AMEX or The PSE or
other exchanges on which the Common Shares are then traded, in the
over-the-counter market, in negotiated transactions or otherwise at prices and
at terms then prevailing or at prices related to the then-current market prices
or at prices otherwise negotiated.

The Common Shares may also be sold in one or more of the following
transactions: (a) block transactions (which may involve crosses) in which a
broker-dealer may sell all or a portion of such shares as agent but may position
and resell all or a portion of the block as principal to facilitate the
transaction; (b) purchases by any such broker-dealer as principal and resale by
such broker-dealer for its own account

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14

pursuant to this Prospectus which is part of the Registration Statement; (c) a
special offering, an exchange distribution or a secondary distribution in
accordance with applicable stock exchange rules; and (d) ordinary brokerage
transactions and transactions in which any such broker-dealer solicits
purchasers. In effecting sales, broker-dealers engaged by the Selling
Securityholders may arrange for other broker-dealers to participate.
Broker-dealers will receive commissions or other compensation from the Selling
Securityholders in amounts to be negotiated immediately prior to the sale that
will not exceed those customary in the types of transaction involved.
Broker-dealers may also receive compensation from purchasers of the shares which
is not expected to exceed that customary in the types of transactions involved.

No director, officer or agent of the Company is expected to be involved in
soliciting offers to purchase the Common Shares offered hereby, and no such
person will be compensated by the Company for the sale of any of such Common
Shares. Certain officers of the Company may assist such representatives of the
Selling Securityholders in such efforts but will not be compensated therefor.

The Company will pay all of the expenses incident to the offering and sale
of the Common Shares, other than commissions, discounts and fees of
underwriters, dealers or agents.

DESCRIPTION OF COMMON SHARES

COMMON SHARES

you.

The authorized capital stock of the Company consists of 10,000,000 Common
Shares,common shares, no par value. At SeptemberOn April 15, 1996, 4,642,2372015, 5,361,370 common shares were issued and outstanding and were held of record by approximately 410 persons.outstanding. The Company
estimates there were approximately 1100 beneficial holders of its Common Shares
as of September 15, 1996. The Common Shares of the Companycommon shares are listed on the AmericanNew York Stock Exchange and The Pacific Stock ExchangeMKT under the symbol "AMS."

“AMS.”
Each Common Sharecommon share has the same rights, privileges and preferences as every other share and will share equally in the Company'sCompany’s net assets upon liquidation or dissolution. The Common Sharescommon shares have no conversion or redemption rights or sinking fund provisions. All Common Sharescommon shares outstanding are, and all Common
Sharescommon shares issued upon exercise of outstanding warrants and options will be, validly issued, fully paid and non-assessable. The Common Sharescommon shares have no preemptive rights. Shareholders are entitled to one vote for each share owned on all matters submitted to the shareholders and have the right, subject to certain conditions, to elect to cumulate their votes in the election of directors. Shareholders are entitled to receive such dividends as may be declared by the Boardboard of Directorsdirectors out of funds legally available therefor. The Company did not
pay dividends in 1993, 1994 or 1995 and does not intend to pay dividends in the
near future. The Company is a party to various financing agreements that
prohibit the declaration of dividends on the Common Shares. See "Risk Factors --
Inability of Company to Pay Dividends."

The transfer agent and registrar for the Common Sharescommon shares is American Stock Transfer & Trust Company, New York, New York.

LEGAL MATTERS

Certain legal matters

Plan of Distribution
We are registering the Resale Shares covered by this prospectus to permit the Selling Shareholders to conduct public secondary trading of these Resale Shares from time to time after the date of this prospectus. We will not receive any of the proceeds of the sale of the Resale Shares offered by this prospectus. The aggregate proceeds to the Selling Shareholders from the sale of the Resale Shares will be the sale price of the Resale Shares less any discounts and commissions. We will not pay any brokers’ or underwriters’ discounts and commissions in connection with the registration and sale of the Resale Shares covered by this prospectus. The Selling Shareholders reserve the right to accept and, together with their respective agents, to reject, any proposed purchases of Resale Shares to be made directly or through agents.
The Resale Shares offered by this prospectus may be sold from time to time to purchasers:
· directly by the Selling Shareholders, or
· subject to certain restrictions, through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s commissions from the Selling Shareholders or the purchasers of the Resale Shares. These discounts, concessions, or commissions may be in excess of those customary in the types of transaction involved.
In accordance with the Agreements, Selling Shareholders will not take any actions or steps to initiate an underwritten offering of the Resale Shares under the registration statement without the prior written consent of the Company. Furthermore, the Company is under no obligation to initiate or facilitate an underwritten offering of the Resale Shares under the registration statement.
Any underwriters, broker-dealers or agents who participate in the sale or distribution of the Resale Shares may be deemed to be “underwriters” within the meaning of the Securities Act. As a result, any discounts, commissions or concessions received by any such broker-dealer or agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters are subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities, including, but not limited to, those relating to Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act. We will make copies of this prospectus available to the Selling Shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. To our knowledge, none of the Selling Shareholders is a broker-dealer or an affiliate of a broker dealer, nor would it otherwise be deemed to be an “underwriter” within the meaning of Section 2(11) of the Securities Act. To our knowledge, there are currently no plans, arrangements or understandings between any of the Selling Shareholders and any underwriter, broker-dealer or agent regarding the sale of the Resale Shares by any of the Selling Shareholders.
The Resale Shares may be sold in one or more transactions at:
· fixed prices;
· prevailing market prices at the time of sale;
· prices related to such prevailing market prices;
· varying prices determined at the time of sale; or
· negotiated prices.
These sales may be effected in one or more transactions:
· on any national securities exchange or quotation service on which the Resale Shares may be listed or quoted at the time of sale, including the New York Stock Exchange MKT;
· in the over-the-counter market;

· in transactions other than on such exchanges or services or in the over-the-counter market;
· through the writing of options (including the issuance by the Selling Shareholders of derivative securities), whether the options or such other derivative securities are listed on an options exchange or otherwise;
· through the settlement of short sales;
· any other method permitted by applicable law; or
· through any combination of the foregoing.
These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade. In connection with the sales of the Resale Shares, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions that in turn may:
· engage in short sales of the Resale Shares in the course of hedging their positions;
· sell the Resale Shares short and deliver the Resale Shares to close out short positions;
· loan or pledge the Resale Shares to broker-dealers or other financial institutions that in turn may sell the Resale Shares;
· enter into option or other transactions with broker-dealers or other financial institutions that require the delivery to the broker-dealer or other financial institution of the Resale Shares, which the broker-dealer or other financial institution may resell under the prospectus; or
· enter into transactions in which a broker-dealer makes purchases as a principal for resale for its own account or through other types of transactions.
A short sale of Resale Shares by a broker-dealer, financial institution or the Selling Shareholders would involve the sale of such Resale Shares that are not owned, and therefore must be borrowed, in order to make delivery of the security in connection with such sale. In connection with a short sale of Resale Shares, a broker-dealer, financial institution or the Selling Shareholders may purchase shares on the open market to cover positions created by short sales. In determining the source of the shares to close out such short positions, the broker-dealer, financial institution or Selling Shareholders may consider, among other things, the price of shares available for purchase in the open market.
At the time a particular offering of the Resale Shares is made, a prospectus supplement, if required, will be distributed, which will set forth the name of the Selling Shareholders, the aggregate amount of Resale Shares being offered and the terms of the offering, including, to the extent required, (1) the name or names of any underwriters, broker-dealers or agents, (2) any discounts, commissions and other terms constituting compensation from the Selling Shareholders and (3) any discounts, commissions or concessions allowed or reallowed to be paid to broker-dealers. We may suspend the sale of Resale Shares by the Selling Shareholders pursuant to this prospectus for certain periods of time for certain reasons, including if the prospectus is required to be supplemented or amended to include additional material information.
Pursuant to a requirement by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the maximum commission or discount to be received by any FINRA member or independent broker-dealer may not be greater than 8% of the gross proceeds received by the Selling Shareholders for the sale of any Resale Shares being offered by this prospectus.
The Selling Shareholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or other transfer. There can be no assurance that the Selling Shareholders will sell any or all of the Resale Shares under this prospectus. Further, we cannot assure you that the Selling Shareholders will not transfer, distribute, devise or gift the Resale Shares by other means not described in this prospectus. In addition, any Resale Shares covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold pursuant to Rule 144 rather than under this prospectus. The Resale Shares may be sold in some states only

through registered or licensed brokers or dealers. In addition, in some states, the Resale Shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification.
In the June Agreement, we have agreed to pay 50% of the expenses incidental to the registration of the Resale Shares to the public, including the payment of federal securities law and state blue sky registration fees, except that we will not bear any underwriting discounts or commissions or transfer taxes relating to the sale of the Resale Shares. The Selling Shareholders will bear the remaining 50% of the expenses, with each Selling Shareholder’s portion to be proportionate to the percentage of the Resale Shares such Selling Shareholder holds that are covered under this prospectus,provided that no individual Selling Shareholder’s portion shall exceed $15,000.
LEGAL MATTERS
The validity of the Common Shares
offered herebysecurities in respect of which this prospectus is being delivered will be passed uponon for the Companyus by SidleyDavis Polk & Austin, Los
Angeles,Wardwell LLP, Menlo Park, California.

EXPERTS

Experts
The consolidated financial statements and schedule of American Shared Hospital Services atas of December 31, 19952014 and 19942013, and for each of the three years in the period ended December 31, 19952014, appearing in the Company's Annual Report
onAmerican Shared Hospital Services’ Form 10-K for the year ended December 31, 19952014, and incorporated by reference into this registration statement have been audited by Ernst &
YoungMoss Adams LLP, independent auditors,registered public accounting firm, as set forth in their report thereon included
therein and incorporated herein by reference which report contains an
explanatory paragraph with respect to the substantial doubt surrounding the
Company's ability to continue as a going concern mentioned in Note 1 to the
consolidated financial statements. Such consolidated financial statementsherein, and schedule are incorporated herein by referenceincluded in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

12
15

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

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE COMMON SHARES OFFERED
HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF
THIS PROSPECTUS.

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

TABLE OF CONTENTS

PAGE
----

Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Risk Factors.......................... 4
The Company........................... 7
Financial Restructuring............... 8
Use of Proceeds....................... 9
Determination Of Offering Price....... 9
Selling Securityholders............... 10
Plan of Distribution.................. 11
Description of Common Shares.......... 12
Legal Matters......................... 12
Experts............................... 12

- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
AMERICAN SHARED

HOSPITAL SERVICES

2,679,047 COMMON SHARES
------------------------------

PROSPECTUS

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

OCTOBER , 1996
- ------------------------------------------------------
- ------------------------------------------------------
16

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Other Expenses of Issuance and Distribution
The following table sets forth an itemized statement of all feesthe costs and expenses payable by the Registrant in connection with the distributionsale of the securities being registered pursuant to this Registration Statement, allhereby.
Amount to Be Paid
Registration fee $ 258
Legal fees and expenses (including Blue Sky fees) 35,000
Accounting fees and expenses 7,500
Miscellaneous 242
TOTAL $ 43,000
Item 15.Indemnification of which feesDirectors and expenses will be
paid by the Registrant:

Securities and Exchange Commission registration fee...................... $ 1,328.00
Blue Sky fees and expenses............................................... $ 2,000.00*
Printing................................................................. $ 5,000.00*
Accountants' fees and expenses........................................... $20,000.00*
Legal fees and expenses.................................................. $35,000.00*
Miscellaneous............................................................ $ 1,672.00*
Total.......................................................... $65,000.00*

- ---------------
* Estimates.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 204(10) of the California General Corporation Law ("GCL") permits
the inclusion in the articles of incorporation of a California corporation of a
provision eliminating or limiting the personal liability of a director for
monetary damages in an action brought by or in the right of the corporation for
breach of a director's duties to the corporation and its shareholders. The
foregoing provision is subject to certain qualifications set forth in the GCL
including, without limitation, that such provision may not limit or eliminate
liability of directors for (i) intentional misconduct, (ii) transactions from
which a director derived an improper personal benefit, (iii) reckless disregard
of the director's duties, and (iv) an unexcused pattern of inattention. The
Company's Articles of Incorporation, as amended, contains an article eliminating
the liability of the directors for monetary damages to the fullest extent
permissible under California law.

Officers
Section 317 of the GCLCalifornia Corporations Code permits the indemnification of directors, officers, directors, employees and other agents of corporations under certain conditions and subject to certain limitations. In addition, Section 204(a)(10) of the California corporations.Corporations Code permits a corporation to provide, in its articles of incorporation, that directors shall not have liability to the corporation or its shareholders for monetary damages for breach of fiduciary duty, subject to certain prescribed exceptions. Article Fifth, Section 2 of the Company's Articles of Incorporation, as amended, of the Registrant contains provisions for the indemnification of directors, officers, employees and other agents within the limitations permitted by Section 317 and for the limitation on the personal liability of directors permitted by Section 204(b)(10), subject to the exceptions required thereby.
Section 317 of the California Corporation Code also provides that the Registrant is authorizedentitled to providepurchase indemnification to its agents in excessinsurance on behalf of the indemnification otherwise permitted by Section 317 of the GCL.

Article IX, Section 7, of the Bylaws of the Company contains the following
indemnification provision:

Section 7. Indemnification of Corporate Agents; Purchase of Liability
Insurance. (a) The Corporation shall, to the maximum extent permitted by the
General Corporation Law of the state of California, and as the same may from
time to time be amended, indemnify each of its agents against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding to which such person was or is a party or is
threatened to be made a party arising by reason of the fact that such person is
or was an agent of the Corporation. For purposes of this Section 7, an "agent"
of the Corporation includes any person who is or was a director, officer, employee or agentagent. The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.
II-1
Item 16.Exhibits and Financial Statement Schedules
(a) The following exhibits are filed as part of this Registration Statement:
Previously Filed
Exhibit No. Document Form File No. Filing Date Exhibit Filed Herewith
1.1* Form of Underwriting Agreement
2.1 Common Stock Purchase Agreement, dated June 11, 2014, by and among the Company and Raymond C. Stachowiak, John F. Ruffle, and Stanley S. Trotman Jr., members of the Company’s board of directors. 8-K 001-08790 June 13, 2014 10.1
2.2 Common Stock Purchase Agreement, dated as of October 22, 2014, by and between the Company and Raymond C. Stachowiak, a member of the Company’s board of directors. 8-K 001-08789 October 24, 2014 10.2
2.3 Note and Warrant Purchase Agreement, dated as of October 22, 2014, by and among the Company and Raymond C. Stachowiak, John F. Ruffle, Mert Ozyurek and David A. Larson, M.D., members of the Company’s board of directors. 8-K 001-08789 October 24, 2014 10.1
5.1 Opinion of Davis Polk & Wardwell LLP X
23.1 Consent of Moss Adams LLP X
23.2 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) X
24.1 Power of Attorney (included on signature page) X* To be filed, if necessary, by amendment or as an exhibit to a Current Report on Form 8-K and incorporated by reference herein.
Item 17.Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Corporation,Securities Act of 1933;
(ii) To reflect in the prospectus any facts or is or was serving atevents arising after the requesteffective date of the Corporation as a director, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise, or
was a director, officer, employee or agent of a foreign or domestic corporationregistration statement (or the most recent post-effective amendment thereof) which, was a predecessor corporation of the Corporation or of another enterprise
at the request of the such predecessor corporation; "proceeding" means any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative, and includes an action or proceeding byindividually or in the rightaggregate, 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 end of the Corporation to procure a judgmentestimated maximum offering range may be reflected in its favor; and "expenses"
includes attorneys' fees and any expensesthe form of establishing a right to
indemnification under this subdivision (a).

(b) The Corporation shall, if and to the extent the Board of Directors so
determines by resolution, purchase and maintain insurance in an amount and on
behalf of such agents of the Corporation as the Board

II-1
17

may specify in such resolution against any liability asserted against or
incurred by the agent in such capacity or arising out of the agent's status as
such whether or not the Corporation would have the capacity to indemnify the
agent against such liability under the provisions of this Section 7.

Each of the directors of the Corporation has entered into an
Indemnification Agreementprospectus filed with the CompanySecurities and Exchange Commission (the “SEC”) pursuant to which the Company is,
subject to the limitationsRule 424(b) if, in the following sentence, obligated to indemnifyaggregate, the directors to the fullest extent provided by law, notwithstanding such
indemnification not specifically being providedchanges in volume and price represent no more than a 20 percent change in the Company's Articles,
Bylaws or by statute. The Company is not obligated undermaximum aggregate offering price set forth in the Indemnification
Agreement to indemnify directors for“Calculation of Registration Fee” table in the following: acts or omission or
transactions from which a director may not be relieved from liability under
Section 204 of the California General Corporation Law, a proceeding or action
instituted by an appropriate bank regulatory agency, claims initiated by such
director excepteffective registration statement;
II-2
(iii) To include any material information with respect to proceedingsthe plan of distribution not previously disclosed in the registration statement or any material change to enforce a right of
indemnification unlesssuch information in the Board has approvedregistration statement;
provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the initiation or bringing of such
suit, a proceeding instituted by a director to enforce the Indemnification
Agreement which is found by a court of competent jurisdictioninformation required to be notincluded in good
faitha post-effective amendment by those paragraphs is contained in periodic reports filed with or frivolous, insured claimsfurnished to the SEC by the registrant pursuant to Section 13 or claims under Section 16(b)15(d) of the Securities Exchange Act of 1934.

For1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the undertakingregistration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with respecta time of contract of sale prior to indemnification, see Item 17 herein.

ITEM 16. EXHIBITS

The following exhibits are filed herewith:

EXHIBIT
NUMBER DESCRIPTION
- ------ ------------------------------------------------------------------------------------

5.1 Opinion of Sidley & Austin regarding legality of certain securities being
registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Sidley & Austin, incorporated by reference to Exhibit 5.1 to this
Registration Statement.

ITEM 17. UNDERTAKINGS

a. such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant hereby undertakes that forin a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
II-3
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and
(2) For purposes of determining any liability under the Securities Act of 1933, each filingpost-effective amendment that contains a form of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statementprospectus 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.

b.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Companyregistrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange 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 by 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.

c. The undersigned registrant hereby further undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of Prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

II-2
18

(2) 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.

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

(4) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

II-3
19

II-4
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-3 and has duly caused this Pre-Effective
Amendment No. 1 to the Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, stateState of California, on this 15th day of October, 1996.

AMERICAN SHARED HOSPITAL SERVICES

By: /s/ Ernest A. Bates

------------------------------------May 29, 2015.
AMERICAN SHARED HOSPITAL SERVICES
By: /s/ Ernest A. Bates
Ernest A. Bates, M.D.
Chairman of the Board and
Chief Executive Officer

II-5
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ernest A. Bates, M.D. Chairmanand Craig K. Tagawa, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the Boardsame, with all exhibits thereto, and Chief
Executive Officer

all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 1 to the Registration Statementregistration statement has been signed by the following persons in the capacities, in the locations and on the datedates indicated.

SIGNATURE TITLE DATE
- ------------------------------------- ---------------------------- -------------------

/s/Signature Title Date
/s/ Ernest A. Bates, M.D. Chairman of the Board October 15, 1996
- ------------------------------------- and Chief Executive Officer May 29, 2015
Ernest A. Bates, M.D. (Principal Executive Officer)
/s/ David A. Larson, M.D. Director and Secretary
- -------------------------------------
Willie R. Barnes
/s/ Matthew Hills* May 29, 2015
David A. Larson, M.D.
/s/ S. Mert Ozyurek Director October 15, 1996
- -------------------------------------
Matthew Hills
/s/ May 29, 2015
S. Mert Ozyurek
/s/ John F. Ruffle* Ruffle Director October 15, 1996
- -------------------------------------
May 29, 2015
John F. Ruffle
/s/
/s/ Raymond C. Stachowiak Director May 29, 2015
Raymond C. Stachowiak
Director
Stanley S. Trotman, Jr.* Director October 15, 1996
- -------------------------------------
Stanley S. Trotman, Jr.
/s/ Augustus A. White* Director October 15, 1996
- -------------------------------------
Augustus A. White, III, M.D.
Director
- -------------------------------------
Charles B. Wilson, M.D.
/s/
/s/ Craig K. Tagawa*Tagawa Chief Operating Officer and Chief Financial Officer October 15, 1996
- ------------------------------------- (Principal Accounting
May 29, 2015
Craig K. Tagawa (Principal Accounting Officer)
II-6
EXHIBIT INDEX
Previously Filed
Exhibit No. Document Form File No. Filing Date Exhibit Filed Herewith
1.1* Form of Underwriting Agreement
2.1 Common Stock Purchase Agreement, dated June 11, 2014, by and among the Company and Raymond C. Stachowiak, John F. Ruffle, and Stanley S. Trotman Jr., members of the Company’s board of directors. 8-K 001-08790 June 13, 2014 10.1
2.2 Common Stock Purchase Agreement, dated as of October 22, 2014, by and between the Company and Raymond C. Stachowiak. 8-K 001-08789 October 24, 2014 10.2
2.3 Note and Warrant Purchase Agreement, dated as of October 22, 2014, by and among the Company and Raymond C. Stachowiak, John F. Ruffle, Mert Ozyurek and David A. Larson, M.D., members of the Company’s board of directors. 8-K 001-08789 October 24, 2014 10.1
5.1 Opinion of Davis Polk & Wardwell LLP X
23.1 Consent of Moss Adams LLP X
23.2 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) X
24.1 Power of Attorney (included on signature page) X
* ExecutedTo be filed, if necessary, by attorney-in-fact pursuantamendment or as an exhibit to power of attorney granted September
26, 1996.

/s/ Ernest A. Bates

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

Ernest A. Bates, M.D.

Attorney-in-fact

II-4
20

INDEX TO EXHIBITS

EXHIBIT SEQUENTIAL
NUMBER EXHIBIT DESCRIPTION PAGE NUMBER
- ------ ----------------------------------------------------------------------- -----------

5. Opinion of Sidley & Austin regarding legality of securities being
registered.............................................................
23.1 Consent of Ernst & Young LLP. .........................................
23.2 Consent of Sidley & Austin, incorporated by reference to Exhibit 5.1 to
this Registration Statement. ..........................................

~~LOCATION IN REGISTRATION STATEMENT OR FORM S-3 ITEM NUMBER AND CAPTION PROSPECTUS - ------------------------------------------------- ------------------------------------------~~ ~~1. Forepart~~
Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒

a Current Report on Form 8-K and incorporated by reference herein.
II-7

California		94-2918118 ~~(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)~~
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S.Employer Identification Number)
	Four Embarcadero Center, Suite 3700 San Francisco, California 94111-4107
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

	*Copy to:*
	Daniel G. Kelly Jr. Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, California (650) 752-2000

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to Be Registered	Amount to Be Registered⁽¹⁾	Proposed Maximum Offering Price Per Unit ⁽²⁾	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Shares, No Par Value	890,000 shares	$2.49	$2,216,100	$257.51

	Page
About this Prospectus	i
Prospectus Summary	1
Risk Factors	1
Incorporation By Reference	2
Where You Can Find More Information	2
Special Note On Forward-Looking Statements	2
Use of Proceeds	3
Selling Shareholders	4
Description of Capital Stock	5
Plan of Distribution	7
Legal Matters	9
Experts	9

Selling Shareholders	Number of shares from the June Agreement		Number of shares from the October Agreement		Number of underlying shares from the Warrant Agreement		Total number of Shares
Raymond C. Stachowiak		400,000		100,000		100,000		600,000
John F. Ruffle		200,000		—		50,000		250,000
Mert Ozyurek		—		—		40,000		40,000
Total		600,000		100,000		190,000		890,000

	Shares Beneficially Owned Prior to the Offering					Number of Shares Offered Including Common Shares Underlying the Warrant		Shares Beneficially Owned After the Offering
Name of Beneficial Owner	Number⁽²⁾		Percent⁽³⁾			Agreement⁽⁷⁾		Number⁽⁸⁾		Percent
Mr. Raymond C. Stachowiak^{(1) (4)}		602,071		11.1	%		600,000		102,071		1.9	%
Mr. John F. Ruffle⁽¹⁾⁽⁵⁾		499,991		9.2	%		250,000		299,991		5.5	%
Mr. Mert Ozyurek⁽¹⁾⁽⁶⁾		51,000		0.9	%		40,000		51,000		0.9	%

	Amount to Be Paid
Registration fee	$	258
Legal fees and expenses (including Blue Sky fees)		35,000
Accounting fees and expenses		7,500
Miscellaneous		242
TOTAL	$	43,000

		Previously Filed
Exhibit No.	Document	Form	File No.	Filing Date	Exhibit	Filed Herewith
1.1*	Form of Underwriting Agreement
2.1	Common Stock Purchase Agreement, dated June 11, 2014, by and among the Company and Raymond C. Stachowiak, John F. Ruffle, and Stanley S. Trotman Jr., members of the Company’s board of directors.	8-K	001-08790	June 13, 2014	10.1
2.2	Common Stock Purchase Agreement, dated as of October 22, 2014, by and between the Company and Raymond C. Stachowiak, a member of the Company’s board of directors.	8-K	001-08789	October 24, 2014	10.2
2.3	Note and Warrant Purchase Agreement, dated as of October 22, 2014, by and among the Company and Raymond C. Stachowiak, John F. Ruffle, Mert Ozyurek and David A. Larson, M.D., members of the Company’s board of directors.	8-K	001-08789	October 24, 2014	10.1
5.1	Opinion of Davis Polk & Wardwell LLP					X
23.1	Consent of Moss Adams LLP					X
23.2	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)					X
24.1	Power of Attorney (included on signature page)					X

Signature	Title	Date

/s/ Ernest A. Bates, M.D.	Chairman of the Board ~~October 15, 1996 - -------------------------------------~~ and Chief Executive Officer	May 29, 2015
Ernest A. Bates, M.D.	(Principal Executive Officer)


/s/ David A. Larson, M.D.	Director and Secretary - ------------------------------------- Willie R. Barnes /s/ Matthew Hills*	May 29, 2015
David A. Larson, M.D.


/s/ S. Mert Ozyurek	Director ~~October 15, 1996 - ------------------------------------- Matthew Hills /s/~~	May 29, 2015
S. Mert Ozyurek


/s/ John F. Ruffle* Ruffle	Director ~~October 15, 1996 - -------------------------------------~~	May 29, 2015
John F. Ruffle ~~/s/~~


/s/ Raymond C. Stachowiak	Director	May 29, 2015
Raymond C. Stachowiak


	Director
Stanley S. Trotman, Jr.* Director October 15, 1996 - ------------------------------------- Stanley S. Trotman, Jr. /s/ Augustus A. White* Director October 15, 1996 - ------------------------------------- Augustus A. White, III, M.D. Director - ------------------------------------- Charles B. Wilson, M.D. /s/


/s/ Craig K. Tagawa*Tagawa	Chief Operating Officer and Chief Financial Officer ~~October 15, 1996 - ------------------------------------- (Principal Accounting~~	May 29, 2015
Craig K. Tagawa	(Principal Accounting Officer)