File No. _____________
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 COMPUMED, INC.
     -------------------------------------------------------------
     (Exact  name  of  registrant  as  specified  in  its  charter)

                  Delaware                           95-2860434
                 ----------                         ------------
     (State  or  other  jurisdiction                 (IRS  Employer
     of  incorporation  or  organization)           Identification  No.)

           5777 West Century Blvd., Suite 1285, Los Angeles, CA 90045
                            Telephone: (310) 258-5000
                --------------------------------------------
               (Address, Including Zip Code and Telephone Number,
                        of Principal Executive Offices)

                 AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN
                               -----------------------
                            (Full Title of the Plan)

                               John G. McLaughlin
                      President and Chief Executive Officer
           5777 West Century Blvd., Suite 1285, Los Angeles, CA 90045
                            Telephone: (310) 258-5000
                  --------------------------------------------
                      (Name, Address and Telephone Number,
                   including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

     CALCULATION  OF  REGISTRATION  FEE


<S>                 <C>           <C>               <C>                 <C>

Title of each                      Proposed maximum  Proposed maximum    Amount
class of securities  Amount to be  offering price    aggregate offering  of registration
to be registered     registered    per share         price               fee
-----------------------------------------------------------------------------------------
Common Stock,
..01 Par Value       3,000,000      $0.24             $720,000           $84.74
-----------------------------------------------------------------------------------------

<FN>
(1)  Together  with  an  indeterminate number of shares that may be reserved for
issuance  pursuant  to  such  employee benefit plan as a result of stock splits,
stock  dividends, spin off, combination or exchange of shares, recapitalization,
merger,  consolidation,  non-cash  distribution  to  shareholders,  or  similar
adjustment  of  outstanding  common  stock.

(2)  The  price  of  $0.24  per share, which was the average of the high and low
prices  of  the  Registrant's  Common Stock, as reported on the Over-The-Counter
Bulletin Board on April 12, 2005 is set forth solely for purposes of calculating
the  registration  fee pursuant to Rule 457(c) of the Securities Act of 1933, as
amended.

</TABLE>


                                     PART I

       INFORMATION  REQUIRED  IN  THE  SECTION  10(a)  PROSPECTUS

ITEM  1.  PLAN  INFORMATION.

Pursuant to the Note to Part I of the Form S-8, the information required by Part
I  is  not  filed  with  the  Securities  and  Exchange  Commission.

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

The  Registrant  will  provide without charge to each person to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon  the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests  for  such information should be directed to
Compumed,  Inc.,  5777  West  Century  Blvd., Suite 1285, Los Angeles, CA 90045.

                                    PART II

       INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  incorporated  by  reference in this registration
statement.

     a)  The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
September  30,  2004  filed pursuant to Section 13(c) or 15(d) of the Securities
Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act");

     b)   All  other  reports  filed  by Registrant pursuant to Section 13(c) or
15(d)  of  the Exchange Act since the end of the fiscal year covered by the Form
10-KSB,  as  amended,  referred  to  in  (a)  above.

     c)   The  description  of  the  common  stock contained in the Registration
Statement  on Form S-1 (File No. 33-46061), effective May 7, 1992, including any
amendments  or  reports  filed  for  the  purpose  of updating such description.

All  documents  filed by the Registrant pursuant to Section 13(a), 13(c), 14 and
15(d)  of the Exchange Act subsequent to the date of this registration statement
and  prior  to  the  filing  of  a post-effective amendment to this registration
statement  which  indicates that all securities offered hereby have been sold or
which  deregisters  all  securities  then remaining unsold shall be deemed to be
incorporated in this registration statement by reference and to be a part hereof
from  the  date  of  filing  of such documents.  Any statement contained in this
registration  statement,  in a supplement to this registration statement or in a
document  incorporated  by  reference  herein, shall be deemed to be modified or
superseded  for  purposes  of  this  registration statement to the extent that a
statement  contained  herein  or  in  any  subsequently filed supplement to this
registration  statement  or in any document that is subsequently incorporated by
reference  herein  modifies  or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  registration  statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.  The  class  of  securities  to  be offered is registered under
Section  12  of  the  Exchange  Act.

ITEM  5.  INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL.

No  expert  or counsel will receive a direct or indirect interest in our company
or  was  our  promoter,  underwriter,  voting  trustee,  director  or officer or
employee.  Nor  does  any  expert or counsel have any contingent based agreement
with  us  or  any  other  interest  in  or  connection  to  us.

ITEM  6.   INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Section  145  of  the Delaware General Corporation Law (the "DGCL") authorizes a
court  to  award,  or  a corporation's board of directors to grant, indemnity to
directors  and  officers  in  terms  sufficiently  broad  to  permit  such
indemnification  (including  reimbursement  for expenses incurred) under certain
circumstances  arising  under  the  Securities  Act.

Articles  Ninth  and Tenth of the Registrant's Certificate of Incorporation (the
"Certificate")  and  Article  VI  of  the  Registrant's  Bylaws, as amended (the
"Bylaws"),  provide  that  the Registrant shall, to the full extent permitted by
law,  indemnify  all  persons  whom  it  shall have the power to indemnify under
Section  145  of  the  DGCL.

Section  102(b)(7)  of  the  DGCL  permits  a  corporation  to  provide  in  its
certificate  of  incorporation that a director shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty  as  a  director, except for liability for (i) any breach of the director's
duty  of  loyalty to the corporation or its stockholders, (ii) acts or omissions
not  in good faith or that involve intentional misconduct or a knowing violation
of  law,  (iii)  payments of unlawful dividends or unlawful stock repurchases or
redemptions  or (iv) any transaction from which the director derived an improper
personal  benefit.

Article  Ninth  of  the  Certificate  limits  the  liability of directors to the
corporation or its stockholders to the full extent permitted by paragraph (7) of
subsection  (b)  of  102  of the DGCL, as it may subsequently be amended. If the
DGCL  is hereafter amended to authorize further elimination or limitation of the
liability  of directors, then the liability of the directors shall be eliminated
or  limited to the full extent authorized by the DGCL, as so amended. Any repeal
or  modification of this provision in the Certificate shall not adversely affect
any  right  or  protection  of  a  director  with respect to any act or omission
occurring  prior  to  or  at  the  time  of  such  repeal  or  modification.
In  addition  to the indemnification provided in the Bylaws and the Certificate,
the  Registrant  has  entered  into  indemnification agreements to indemnify its
directors  and  certain  officers  and  maintains  liability  insurance  for its
directors  and  officers.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS.

Exhibit  No.  Description
------------  -----------

5.1    Opinion  of  Amy  Trombly,  Esq.

10.1   Amended  and  Restated  2003  Stock  Incentive  Plan

23.1   Consent  of  Rose,  Snyder  &  Jacobs

23.2   Consent  of  Counsel  (included  in  Exhibit  5.1  hereto)

ITEM  9.  UNDERTAKINGS.

(a)     The  Registrant  hereby  undertakes:

     1.   To  file, during any period in which it offers or sells securities are
being  made,  a  post-effective  amendment  to  this  registration statement to:

          (i)  Include  any  additional  or  changed  material  information with
respect  to  the  plan  of  distribution.

     2.   For determining  liability  under  the Securities  Act  of  1933, that
each  post-effective  amendment  as  a  new  registration  statement  of  the
securities  offered, and the offering of the securities at that time to  be  the
initial  bona  fide  offering.

     3.   File a post-effective amendment to remove from registration any of the
securities  that  remain  unsold  at  the  end  of  the  offering.

     For  determining  any  liability  under  the  Securities  Act,  treat  the
information  omitted  from  the  form  of  prospectus  filed  as  part  of  this
registration  statement in  reliance  upon  Rule  430A  and contained in form of
prospectus filed by the Registrant  under  Rule  424(b)(1),  or  (4)  or  497(h)
under  the  Securities  Act  as  part  of  this  registration  statement  as  of
the  time  the  Commission  declared  it  effective.

     For  determining  any  liability  under  the  Securities  Act,  treat  each
post-effective  amendment  that  contains  a  form  of  prospectus  as  a  new
registration statement for the securities offered in the registration statement,
and  that  offering  of  the  securities  at  that time as the initial bona fide
offering  of  those  securities.


                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  City  of  Los  Angeles, State of California on the 13th day
of  April,  2005.


                                               COMPUMED,  INC.

                                               By:  /s/  JOHN  G.  MCLAUGHLIN
                                               ------------------------------
                                               John  G.  McLaughlin
                                               President  and
                                               Chief  Executive  Officer


/s/  JOHN  G.  MCLAUGHLIN
-------------------------
John  G.  McLaughlin
President  and  Chief  Executive  Officer
(Principal  Executive  Officer)

/s/  PHUONG  DANG
-------------------------
Phuong  Dang
Controller  (Principal  Financial  and  Accounting  Officer)

/s/  ROBERT  STUCKELMAN
-------------------------
Robert  Stuckelman
Chairman  of  the  Board

/s/  PHILLIP BERMAN
------------------------
Phillip Berman
Director

/s/  JOHN  D.  MINNICK
-------------------------
John  D.  Minnick
Director

/s/  JOHN  ROMM
-------------------------
John  Romm
Director

/s/  STUART  SILVERMAN
-------------------------
Stuart  Silverman
Director
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 12468}]
{"company-data": {"conformed-name": "COMPUMED INC", "cik": "0000700998", "assigned-sic": "7374", "irs-number": "952860434", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-124039", "film-number": "05748386"}, "business-address": {"street1": "5777 WEST CENTURY BLVD.", "street2": "SUITE 1285", "city": "LOS ANGELES", "state": "CA", "zip": "90045", "phone": "310-258-5000"}, "mail-address": {"street1": "5777 WEST CENTURY BLVD.", "street2": "SUITE 1285", "city": "LOS ANGELES", "state": "CA", "zip": "90045"}}
File No. _____________
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 COMPUMED, INC.
     -------------------------------------------------------------
     (Exact  name  of  registrant  as  specified  in  its  charter)

                  Delaware                           95-2860434
                 ----------                         ------------
     (State  or  other  jurisdiction                 (IRS  Employer
     of  incorporation  or  organization)           Identification  No.)

           5777 West Century Blvd., Suite 1285, Los Angeles, CA 90045
                            Telephone: (310) 258-5000
                --------------------------------------------
               (Address, Including Zip Code and Telephone Number,
                        of Principal Executive Offices)

                 AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN
                               -----------------------
                            (Full Title of the Plan)

                               John G. McLaughlin
                      President and Chief Executive Officer
           5777 West Century Blvd., Suite 1285, Los Angeles, CA 90045
                            Telephone: (310) 258-5000
                  --------------------------------------------
                      (Name, Address and Telephone Number,
                   including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
CALCULATION  OF  REGISTRATION  FEE
Title of each                      Proposed maximum  Proposed maximum    Amount
class of securities  Amount to be  offering price    aggregate offering  of registration
to be registered     registered    per share         price               fee
-----------------------------------------------------------------------------------------
Common Stock,
..01 Par Value       3,000,000      $0.24             $720,000           $84.74
-----------------------------------------------------------------------------------------
(1)  Together  with  an  indeterminate number of shares that may be reserved for
issuance  pursuant  to  such  employee benefit plan as a result of stock splits,
stock  dividends, spin off, combination or exchange of shares, recapitalization,
merger,  consolidation,  non-cash  distribution  to  shareholders,  or  similar
adjustment  of  outstanding  common  stock.

(2)  The  price  of  $0.24  per share, which was the average of the high and low
prices  of  the  Registrant's  Common Stock, as reported on the Over-The-Counter
Bulletin Board on April 12, 2005 is set forth solely for purposes of calculating
the  registration  fee pursuant to Rule 457(c) of the Securities Act of 1933, as
amended.
PART I

       INFORMATION  REQUIRED  IN  THE  SECTION  10(a)  PROSPECTUS

ITEM  1.  PLAN  INFORMATION.

Pursuant to the Note to Part I of the Form S-8, the information required by Part
I  is  not  filed  with  the  Securities  and  Exchange  Commission.

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

The  Registrant  will  provide without charge to each person to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon  the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests  for  such information should be directed to
Compumed,  Inc.,  5777  West  Century  Blvd., Suite 1285, Los Angeles, CA 90045.

                                    PART II

       INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  incorporated  by  reference in this registration
statement.

     a)  The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
September  30,  2004  filed pursuant to Section 13(c) or 15(d) of the Securities
Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act");

     b)   All  other  reports  filed  by Registrant pursuant to Section 13(c) or
15(d)  of  the Exchange Act since the end of the fiscal year covered by the Form
10-KSB,  as  amended,  referred  to  in  (a)  above.

     c)   The  description  of  the  common  stock contained in the Registration
Statement  on Form S-1 (File No. 33-46061), effective May 7, 1992, including any
amendments  or  reports  filed  for  the  purpose  of updating such description.

All  documents  filed by the Registrant pursuant to Section 13(a), 13(c), 14 and
15(d)  of the Exchange Act subsequent to the date of this registration statement
and  prior  to  the  filing  of  a post-effective amendment to this registration
statement  which  indicates that all securities offered hereby have been sold or
which  deregisters  all  securities  then remaining unsold shall be deemed to be
incorporated in this registration statement by reference and to be a part hereof
from  the  date  of  filing  of such documents.  Any statement contained in this
registration  statement,  in a supplement to this registration statement or in a
document  incorporated  by  reference  herein, shall be deemed to be modified or
superseded  for  purposes  of  this  registration statement to the extent that a
statement  contained  herein  or  in  any  subsequently filed supplement to this
registration  statement  or in any document that is subsequently incorporated by
reference  herein  modifies  or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  registration  statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.  The  class  of  securities  to  be offered is registered under
Section  12  of  the  Exchange  Act.

ITEM  5.  INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL.

No  expert  or counsel will receive a direct or indirect interest in our company
or  was  our  promoter,  underwriter,  voting  trustee,  director  or officer or
employee.  Nor  does  any  expert or counsel have any contingent based agreement
with  us  or  any  other  interest  in  or  connection  to  us.

ITEM  6.   INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Section  145  of  the Delaware General Corporation Law (the "DGCL") authorizes a
court  to  award,  or  a corporation's board of directors to grant, indemnity to
directors  and  officers  in  terms  sufficiently  broad  to  permit  such
indemnification  (including  reimbursement  for expenses incurred) under certain
circumstances  arising  under  the  Securities  Act.

Articles  Ninth  and Tenth of the Registrant's Certificate of Incorporation (the
"Certificate")  and  Article  VI  of  the  Registrant's  Bylaws, as amended (the
"Bylaws"),  provide  that  the Registrant shall, to the full extent permitted by
law,  indemnify  all  persons  whom  it  shall have the power to indemnify under
Section  145  of  the  DGCL.

Section  102(b)(7)  of  the  DGCL  permits  a  corporation  to  provide  in  its
certificate  of  incorporation that a director shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty  as  a  director, except for liability for (i) any breach of the director's
duty  of  loyalty to the corporation or its stockholders, (ii) acts or omissions
not  in good faith or that involve intentional misconduct or a knowing violation
of  law,  (iii)  payments of unlawful dividends or unlawful stock repurchases or
redemptions  or (iv) any transaction from which the director derived an improper
personal  benefit.

Article  Ninth  of  the  Certificate  limits  the  liability of directors to the
corporation or its stockholders to the full extent permitted by paragraph (7) of
subsection  (b)  of  102  of the DGCL, as it may subsequently be amended. If the
DGCL  is hereafter amended to authorize further elimination or limitation of the
liability  of directors, then the liability of the directors shall be eliminated
or  limited to the full extent authorized by the DGCL, as so amended. Any repeal
or  modification of this provision in the Certificate shall not adversely affect
any  right  or  protection  of  a  director  with respect to any act or omission
occurring  prior  to  or  at  the  time  of  such  repeal  or  modification.
In  addition  to the indemnification provided in the Bylaws and the Certificate,
the  Registrant  has  entered  into  indemnification agreements to indemnify its
directors  and  certain  officers  and  maintains  liability  insurance  for its
directors  and  officers.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS.

Exhibit  No.  Description
------------  -----------

5.1    Opinion  of  Amy  Trombly,  Esq.

10.1   Amended  and  Restated  2003  Stock  Incentive  Plan

23.1   Consent  of  Rose,  Snyder  &  Jacobs

23.2   Consent  of  Counsel  (included  in  Exhibit  5.1  hereto)

ITEM  9.  UNDERTAKINGS.

(a)     The  Registrant  hereby  undertakes:

     1.   To  file, during any period in which it offers or sells securities are
being  made,  a  post-effective  amendment  to  this  registration statement to:

          (i)  Include  any  additional  or  changed  material  information with
respect  to  the  plan  of  distribution.

     2.   For determining  liability  under  the Securities  Act  of  1933, that
each  post-effective  amendment  as  a  new  registration  statement  of  the
securities  offered, and the offering of the securities at that time to  be  the
initial  bona  fide  offering.

     3.   File a post-effective amendment to remove from registration any of the
securities  that  remain  unsold  at  the  end  of  the  offering.

     For  determining  any  liability  under  the  Securities  Act,  treat  the
information  omitted  from  the  form  of  prospectus  filed  as  part  of  this
registration  statement in  reliance  upon  Rule  430A  and contained in form of
prospectus filed by the Registrant  under  Rule  424(b)(1),  or  (4)  or  497(h)
under  the  Securities  Act  as  part  of  this  registration  statement  as  of
the  time  the  Commission  declared  it  effective.

     For  determining  any  liability  under  the  Securities  Act,  treat  each
post-effective  amendment  that  contains  a  form  of  prospectus  as  a  new
registration statement for the securities offered in the registration statement,
and  that  offering  of  the  securities  at  that time as the initial bona fide
offering  of  those  securities.

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  City  of  Los  Angeles, State of California on the 13th day
of  April,  2005.

                                               COMPUMED,  INC.

                                               By:  /s/  JOHN  G.  MCLAUGHLIN
                                               ------------------------------
                                               John  G.  McLaughlin
                                               President  and
                                               Chief  Executive  Officer

/s/  JOHN  G.  MCLAUGHLIN
-------------------------
John  G.  McLaughlin
President  and  Chief  Executive  Officer
(Principal  Executive  Officer)

/s/  PHUONG  DANG
-------------------------
Phuong  Dang
Controller  (Principal  Financial  and  Accounting  Officer)

/s/  ROBERT  STUCKELMAN
-------------------------
Robert  Stuckelman
Chairman  of  the  Board

/s/  PHILLIP BERMAN
------------------------
Phillip Berman
Director

/s/  JOHN  D.  MINNICK
-------------------------
John  D.  Minnick
Director

/s/  JOHN  ROMM
-------------------------
John  Romm
Director

/s/  STUART  SILVERMAN
-------------------------
Stuart  Silverman
Director