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                                                                  EXHIBIT 10.11c


Confidential material appearing in this document has been omitted and filed 
separately with the Securities and Exchange Commission in accordance with Rule 
24b-2, promulgated under the Securities Exchange Act of 1934, as amended. 
Omitted information has been replaced with asterisks.


       AMENDMENT NUMBER ONE TO THE LEASE AGREEMENT FOR A GAMMA KNIFE UNIT

                                    BETWEEN

                  THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

                                      AND

                       AMERICAN SHARED HOSPITAL SERVICES

This Amendment Number One (1), effective August 1, 1995, constitutes the first 
amendment to the lease Agreement for a Gamma Knife Unit which was first 
effective on September 17, 1991 between the Regents of the University of 
California (hereinafter referred to as "University"), and American Shared 
Hospital Services, a California Corporation (hereinafter referred to as "ASHS").

WHEREAS, the parties hereto desire to amend the above referenced Agreement;

NOW THEREFORE, it is hereby agreed between the parties that said Agreement is 
amended as follows:

1.  The initial term of this Agreement shall be extended through September 17, 
1998.

2.  [*]

3.  Paragraph 14 shall be deleted and replaced by the following:

        14.  Options to Extend Agreement.

             (a)  University shall have the option at the end of the seven (7) 
year initial Term to:

                        (i)   [*]

                       (ii)   [*}
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                      (iii)  [*]

University shall exercise one (1) of the three (3) options referred to above, 
by mailing an irrevocable written notice thereof to ASHS at Four Embarcadero 
Center, Suite 3620, San Francisco, California 94111 by registered mail, 
postmarked on or before the end of the sixth (6th) year of the seven (7) year 
initial Term of this Agreement. Any such notice shall be sufficient if it 
states in substance that the University elects to exercise its option and 
states which of the three (3) options referred to above University is 
exercising. [*].

In the event University chooses to exercise either option (i) or (ii) of the 
options listed above, the following terms shall apply to the transaction:

The "Closing Date" shall be the first (1st) business day eighty-four (84) 
months after the Commencement Date. The Closing Date may be extended by mutual 
agreement of the parties.

On or before the Closing Date, University shall deliver to ASHS cash funds in 
the amount of the purchase price.

On or before the Closing Date, ASHS shall deliver to University four (4) 
duplicate original copies of a bill of sale duly executed and acknowledged by 
University and the legal owner of the Equipment, which bills of sale shall 
warrant and defend University from and against any and all liens, encumbrances, 
security interests for claims of third parties, and shall be in a form 
reasonably satisfactory to counsel for University.

At the time University receives free and clear title to the Gamma Knife, ASHS 
agrees that the Gamma Knife equipment shall include the Hewlett-Packard 
hardware and Gamma Plan software that is currently a part of the Equipment and 
is part of a Beta Test Site agreement with Elektra.

It is understood by ASHS and University that ASHS is not responsible for any 
additional hardware, Cobalt reloading, or software changes and/or other 
modifications to the Gamma Knife Unit except as agreed upon by the University 
and ASHS. This Agreement may be modified to reflect any changes and/or 
modifications.


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5.   University understands that ASHS will modify or enter into a new Gamma 
     Knife maintenance Agreement with Elekta. ASHS shall insure University that 
     it will receive equipment service comparable to that available under the 
     original service agreement with Elekta. ASHS shall provide University 
     with copies of the new service agreement prior to entering into the 
     Agreement.

6.   ASHS shall insure that the refinancing of its current Gamma Knife loan 
     will in no way infringe on University's contract terms and conditions to 
     own the Gamma Knife at the completion of the initial term of this 
     Agreement.

7.   The University may re-open negotiations on price and service at any time 
     during the period of the Agreement. It is understood by University, 
     however, that ASHS is under no obligations to make any changes or 
     modifications to this Agreement.


All the other terms and conditions of the original Agreement shall continue in 
full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date 
indicated.

AMERICAN SHARED HOSPITAL SERVICES            THE REGENTS OF THE 
                                             UNIVERSITY OF CALIFORNIA


BY:  /s/ Ernest A. Bates, M.D.               BY:  /s/ Chuck Hancock
    --------------------------                   -------------------------
    Ernest A. Bates, M.D.

TITLE: Chairman and CEO                      TITLE: SR. MEDICAL BUYER
    --------------------------                   -------------------------


DATE: August 22, 1995                        DATE: August 22, 1995
    --------------------------                   -------------------------




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