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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

AMERICAN SHARED HOSPITAL SERVICES

(Name of Issuer)

COMMON SHARES, WITHOUT PAR VALUE

(Title of Class of Securities)

029595-10-5

(Cusip Number)


Ernest A. Bates, M.D. American Shared Hospital Services Four Embarcadero Center, Suite 3700 San Francisco, CA 94111-4107 (415) 788-5300		Daniel G. Kelly, Jr. Davis Polk & Wardwell 1600 El Camino Real Menlo Park, CA 94025 (650) 752-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 17, 2004

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS


Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 7. Material to be Filed as Exhibits
SIGNATURE

CUSIP No. 029595-10-5

1. Name of Reporting Person:
Ernest A. Bates, M.D. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):
PF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
California

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
1,250,378

8. Shared Voting Power:

9. Sole Dispositive Power:
1,250,378

10. Shared Dispositive Power:

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,250,378

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
31.1%

14. Type of Reporting Person (See Instructions):
IN

Page 2 of 5

This Amendment No. 3 (this “Amendment”) on Schedule 13D is being filed on behalf of Ernest A. Bates, M.D. (the “Reporting Person”) with respect to the Common Shares, without par value (the “Common Shares”) of American Shared Hospital Services, a California corporation (the “Company”), which has its principal executive office at Four Embarcadero Center, Suite 3700, San Francisco, California 94111-4107. The Schedule 13D to which this Amendment relates was filed on May 26, 1995, Amendment No. 1 thereto was filed on November 9, 1995 and Amendment No. 2 thereto was filed on May 4, 1998.

Item 2. Identity and Background.

This Amendment is being filed on behalf of Ernest A. Bates, M.D. (“Dr. Bates”), the Chairman and Chief Executive Officer of the Company. His business address is c/o American Shared Hospital Services, Four Embarcadero Center, Suite 3700, San Francisco, California 94111-4107. Dr. Bates is a citizen of the United States.

During the last five years, Dr. Bates has neither been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

This Amendment does not relate to any acquisition of Common Shares by Dr. Bates. All of the Common Shares beneficially owned by Dr. Bates, if purchased were purchased with personal funds.

Item 4. Purpose of Transaction.

The securities to which this statement relates were acquired and are held for investment purposes, and Dr. Bates has no plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Schedule 13D. This Amendment relates to the exercise by Dr. Bates of 805,000 options and the concurrent sale of 306,822 shares during the period June 22, 2004 through August 17, 2004. See Item 6 herein. Dr. Bates reserves the right to dispose of the securities to which this statement relates or to acquire additional Common Shares.

Item 5. Interest in Securities of the Issuer.

(a) Dr. Bates beneficially owns 1,250,378 Common Shares (including 280,000 shares underlying immediately exercisable options). The total outstanding number of Common Shares is 4,025,173 as reported on the June 30, 2004 Form 10Q. This represents 31.1% of the outstanding Common Shares.

(b) Dr. Bates has the sole power to vote and dispose of the Common Shares described in Item 5(a) as beneficially owned by him.

(c) See attachment for a summary of transactions since the filing of Amendment No. 2 to this Schedule 13D, including all transactions effected in the 60 days prior to the date shown on the cover page hereof.

Page 3 of 5

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Not applicable

Item 7. Material to be Filed as Exhibits.

Not applicable

Page 4 of 5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 3, 2004

Date

/s/ Ernest A. Bates, M.D.

Signature

Ernest A. Bates, M.D./Chairman and CEO

(Name/Title)

Page 5 of 5

Attachment


	Common Stock			Options

Balance May 4, 1998		839,070			1,495,000

Activity May 5, 1998 - June 11, 2004


Common Stock Purchased		—
Retired — Cashless Exercise		(42,000	)
Common Stock Sold — Open Market		(507,222	)
Common Stock Sold — Private		(3,636	)
Common Stock Donated		(224,012	)
Options Exercised		410,000			(410,000	)


Balance June 17, 2004		472,200			1,085,000

							Exercise		Sale
By date activity for the period June 18, 2004 - August 17, 2004							Price		Price


06/22/04 Options Exercised		75,000			(75,000	)		0.01
06/24/04 Common Stock Sold- Open Market		(400	)							5.61
06/24/04 Common Stock Sold- Open Market		(4,600	)							5.60
06/29/04 Common Stock Sold- Open Market		(5,000	)							5.57
07/21/04 Common Stock Sold- Private		(2,222	)							4.50
08/06/04 Options Exercised		160,000			(160,000	)		0.01
08/06/04 Common Stock Sold- Open Market		(170,000	)							4.25
08/09/04 Options Exercised		440,000			(440,000	)		0.01
08/09/04 Common Stock Sold- Open Market		(69,600	)							4.25
08/09/04 Common Stock Sold- Open Market		(1,500	)							4.26
08/09/04 Common Stock Sold- Open Market		(30,000	)							4.30
08/10/04 Common Stock Sold- Open Market		(19,200	)							4.25
08/10/04 Common Stock Sold- Open Market		(800	)							4.28
08/10/04 Options Exercised		45,000			(45,000	)		0.01
08/11/04 Options Exercised		10,000			(10,000	)		0.01
08/11/04 Common Stock Sold- Open Market		(3,000	)							4.50
08/11/04 Common Stock Sold- Open Market		(500	)							4.54
08/17/04 Options Exercised		75,000			(75,000	)		0.01


Balance August 17, 2004		970,378			280,000

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CUSIP No. 029595-10-5

	1.	Name of Reporting Person: Ernest A. Bates, M.D.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: California

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 1,250,378

			8.	Shared Voting Power:

			9.	Sole Dispositive Power: 1,250,378

			10.	Shared Dispositive Power:

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,250,378

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 31.1%

	14.	Type of Reporting Person (See Instructions): IN

	(a)		Dr. Bates beneficially owns 1,250,378 Common Shares (including 280,000 shares underlying immediately exercisable options). The total outstanding number of Common Shares is 4,025,173 as reported on the June 30, 2004 Form 10Q. This represents 31.1% of the outstanding Common Shares.

	(b)		Dr. Bates has the sole power to vote and dispose of the Common Shares described in Item 5(a) as beneficially owned by him.

	(c)		See attachment for a summary of transactions since the filing of Amendment No. 2 to this Schedule 13D, including all transactions effected in the 60 days prior to the date shown on the cover page hereof.