As filed with the Securities and Exchange Commission on August 23, 2006

                                                          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
   -------------------------------------------------------------------------
   (Address, Including Zip Code and Telephone Number, of Principal Executive
                                    Offices)

                           2006 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)

<TABLE>
                        CALCULATION OF REGISTRATION FEE
<CAPTION>
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 (2)         price             fee
-----------------------------------------------------------------------------------------
<S>                  <C>           <C>               <C>                 <C>
Common Stock,
$0.01 Par Value      2,500,000      $0.34             $850,000           $90.95
-----------------------------------------------------------------------------------------
<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 $0.34 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 August 21, 2006 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, 2005 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.

23.1   Consent of Rose, Snyder & Jacobs

23.2   Consent of Counsel (included in Exhibit 5.1 hereto).

10.1   Compumed, Inc. 2006 Stock Incentive Plan




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 23rd day of
August,  2006.

                                 COMPUMED, INC.


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

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933.  This
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.


/s/  John G. Mclaughlin                                          August 23, 2006
-------------------------
John G. McLaughlin
President and Chief Executive Officer
(Principal Executive Officer)

/s/  Phuong Dang                                                 August 23, 2006
-------------------------
Phuong Dang
Controller (Principal Financial
and Accounting Officer)

/s/  Robert Stuckelman                                           August 23, 2006
-------------------------
Robert Stuckelman
Chairman of the Board

/s/  John D. Minnick                                             August 23, 2006
-------------------------
John D. Minnick
Director

/s/  John Romm                                                   August 23, 2006
-------------------------
John Romm
Director

/s/  Stuart Silverman                                            August 23, 2006
-------------------------
Stuart Silverman
Director
[{"type": "S-8", "sequence": "1", "filename": "cmpds8823.txt", "description": "S-8", "secsgml_size_bytes": 12711}]
{"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": "333-136851", "film-number": "061051435"}, "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"}}
As filed with the Securities and Exchange Commission on August 23, 2006

                                                          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
   -------------------------------------------------------------------------
   (Address, Including Zip Code and Telephone Number, of Principal Executive
                                    Offices)

                           2006 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
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 (2)         price             fee
-----------------------------------------------------------------------------------------
Common Stock,
$0.01 Par Value      2,500,000      $0.34             $850,000           $90.95
-----------------------------------------------------------------------------------------
(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 $0.34 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 August 21, 2006 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, 2005 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.

23.1   Consent of Rose, Snyder & Jacobs

23.2   Consent of Counsel (included in Exhibit 5.1 hereto).

10.1   Compumed, Inc. 2006 Stock Incentive Plan

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 23rd day of
August,  2006.

                                 COMPUMED, INC.

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

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933.  This
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.

/s/  John G. Mclaughlin                                          August 23, 2006
-------------------------
John G. McLaughlin
President and Chief Executive Officer
(Principal Executive Officer)

/s/  Phuong Dang                                                 August 23, 2006
-------------------------
Phuong Dang
Controller (Principal Financial
and Accounting Officer)

/s/  Robert Stuckelman                                           August 23, 2006
-------------------------
Robert Stuckelman
Chairman of the Board

/s/  John D. Minnick                                             August 23, 2006
-------------------------
John D. Minnick
Director

/s/  John Romm                                                   August 23, 2006
-------------------------
John Romm
Director

/s/  Stuart Silverman                                            August 23, 2006
-------------------------
Stuart Silverman
Director