SECURITIES AND EXCHANGE COMMISSION

                      Washington, D. C.  20549

                              FORM 8-K

                           CURRENT REPORT


               Pursuant to Section 13 or 15(d) of the 
                   Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  September 28,  
                                                   1997



                        LUMISYS INCORPORATED
       (Exact name of registrant as specified in its charter)


                              Delaware
          (State or other jurisdiction of incorporation)



0-26832                                                 77-0133232 
(Commission File No.)            (IRS Employer Identification No.)



                         225 Humboldt Court
                         Sunnyvale,  CA 94089

       (Address of principal executive offices and zip code)



Registrant's telephone number, including area code: (408) 733-6565




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




Item 5.  Other Events.

This Current Report on Form 8-K (the "Report") contains forward-
looking statements within the meaning of Section 27A of the 
Securities Act of 1933, as amended, and Section 21E of the 
Securities Exchange Act of 1934, as amended.  The forward-looking 
statements contained herein involve risks and uncertainties, 
including those relating to the possible inability to complete the 
merger transaction involving the Company and CompuRAD, Inc., a 
Delaware corporation ("CompuRAD"), as scheduled, if at all, and 
those associated with the ability of the combined company to 
achieve the anticipated benefits of the merger.   Actual results 
and developments may differ materially from those described or 
incorporated by reference in this Report.  For more information 
about the Company and risks arising when investing in the Company, 
investors are directed to the Company's most recent report on Form 
10-K as filed with the Securities and Exchange Commission (the 
"SEC").

On September 28, 1997, the Company entered into an Agreement and 
Plan of Merger and Reorganization (the "Reorganization 
Agreement"), among the Company, CompuRAD and SAC Acquisition 
Corporation, a Delaware corporation and a wholly-owned subsidiary 
of the Company ("Merger Sub").  The description contained in this 
Item 5 of the transactions contemplated by the Reorganization 
Agreement is qualified in its entirety by reference to the full 
text of the Reorganization Agreement, a copy of which is attached 
to this Report as Exhibit 2.  

The Reorganization Agreement contemplates that, subject to the 
satisfaction of certain conditions set forth therein, including 
the approval and adoption of the Reorganization Agreement by the 
requisite vote of CompuRAD's stockholders and the approval of the 
issuance of Company common stock in the Merger by the Company's 
stockholders, Merger Sub would be merged into CompuRAD.  As a 
result of the merger of Merger Sub into CompuRAD (the "Merger"), 
CompuRAD would become a wholly-owned subsidiary of the Company.  
Under the terms of the Reorganization Agreement, each outstanding 
share of CompuRAD's common stock would be converted into 0.928 of 
a share of the Company's common stock. The Merger is intended to 
be a tax-free reorganization under the Internal Revenue Code of 
1986, as amended, and is intended to be accounted for as a pooling 
of interests.

On September 29, 1997, the Company and CompuRAD issued a joint 
press release relating to the execution of the Reorganization 
Agreement.  A copy of the press release is attached hereto as 
Exhibit 99.1 and is incorporated herein by reference.

In connection with the execution of the Reorganization Agreement, 
certain directors of CompuRAD, who collectively beneficially own 
approximately 41% of the outstanding shares of common stock of 
CompuRAD, entered into Voting Agreements pursuant to which each 
such director agreed to vote his shares in favor of the Merger.  
The description contained in this Item 5 of the transactions 
contemplated by the Voting Agreement is qualified in its entirety 
by reference to the full text of the Voting Agreement, the form of 
which is attached to this Report as Exhibit 99.2.

A registration statement relating to the Company common stock to 
be issued in connection with the Merger has not yet been filed 
with the SEC, nor has a proxy statement relating to a vote of 
CompuRAD's stockholders on the Merger or relating to a vote of the 
Company's stockholders on the issuance of Company common stock in 
the Merger been filed with the SEC.  The Company common stock may 
not be offered, nor may offers to acquire such stock be accepted, 
prior to the time such a registration statement becomes effective. 
This Report shall not constitute an offer to sell or the 
solicitation of an offer to buy any Company common stock or any 
other security, and shall not constitute the solicitation of any 
vote with respect to the Merger.


Item 7.  Financial Statements, Pro Forma Financial Information and 
         Exhibits

(c)      Exhibits

Exhibit No.            Description

    2        Agreement and Plan of Merger and Reorganization dated 
             as of September 28, 1997, among Lumisys Incorporated, 
             SAC Acquisition Corporation and CompuRAD, Inc.

  99.1       Joint Press Release of Lumisys Incorporated and 
             CompuRAD, Inc., dated September 28, 1997

  99.2       Form of Voting Agreement dated as of September 28, 
             1997, between the Company and certain directors of 
             CompuRAD, Inc., and Irrevocable Proxy executed by 
             such directors




                             SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on 
its behalf by the undersigned hereunto duly authorized.  



                                           LUMISYS INCORPORATED


Date: October  3, 1997                     By:/s/ Stephen J. Weiss
                                              --------------------
                                               Stephen J. Weiss, 
                                               CEO and President


EXHIBIT 2



EXHIBIT 99.1



	EXHIBIT 99.2
 

(..continued)



 

 







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21389141
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SECURITIES AND EXCHANGE COMMISSION

                      Washington, D. C.  20549

                              FORM 8-K

                           CURRENT REPORT

               Pursuant to Section 13 or 15(d) of the 
                   Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 28,  
                                                   1997

                        LUMISYS INCORPORATED
       (Exact name of registrant as specified in its charter)

                              Delaware
          (State or other jurisdiction of incorporation)

0-26832                                                 77-0133232 
(Commission File No.)            (IRS Employer Identification No.)

                         225 Humboldt Court
                         Sunnyvale,  CA 94089

       (Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (408) 733-6565

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

Item 5.  Other Events.

This Current Report on Form 8-K (the "Report") contains forward-
looking statements within the meaning of Section 27A of the 
Securities Act of 1933, as amended, and Section 21E of the 
Securities Exchange Act of 1934, as amended.  The forward-looking 
statements contained herein involve risks and uncertainties, 
including those relating to the possible inability to complete the 
merger transaction involving the Company and CompuRAD, Inc., a 
Delaware corporation ("CompuRAD"), as scheduled, if at all, and 
those associated with the ability of the combined company to 
achieve the anticipated benefits of the merger.   Actual results 
and developments may differ materially from those described or 
incorporated by reference in this Report.  For more information 
about the Company and risks arising when investing in the Company, 
investors are directed to the Company's most recent report on Form 
10-K as filed with the Securities and Exchange Commission (the 
"SEC").

On September 28, 1997, the Company entered into an Agreement and 
Plan of Merger and Reorganization (the "Reorganization 
Agreement"), among the Company, CompuRAD and SAC Acquisition 
Corporation, a Delaware corporation and a wholly-owned subsidiary 
of the Company ("Merger Sub").  The description contained in this 
Item 5 of the transactions contemplated by the Reorganization 
Agreement is qualified in its entirety by reference to the full 
text of the Reorganization Agreement, a copy of which is attached 
to this Report as Exhibit 2.  

The Reorganization Agreement contemplates that, subject to the 
satisfaction of certain conditions set forth therein, including 
the approval and adoption of the Reorganization Agreement by the 
requisite vote of CompuRAD's stockholders and the approval of the 
issuance of Company common stock in the Merger by the Company's 
stockholders, Merger Sub would be merged into CompuRAD.  As a 
result of the merger of Merger Sub into CompuRAD (the "Merger"), 
CompuRAD would become a wholly-owned subsidiary of the Company.  
Under the terms of the Reorganization Agreement, each outstanding 
share of CompuRAD's common stock would be converted into 0.928 of 
a share of the Company's common stock. The Merger is intended to 
be a tax-free reorganization under the Internal Revenue Code of 
1986, as amended, and is intended to be accounted for as a pooling 
of interests.

On September 29, 1997, the Company and CompuRAD issued a joint 
press release relating to the execution of the Reorganization 
Agreement.  A copy of the press release is attached hereto as 
Exhibit 99.1 and is incorporated herein by reference.

In connection with the execution of the Reorganization Agreement, 
certain directors of CompuRAD, who collectively beneficially own 
approximately 41% of the outstanding shares of common stock of 
CompuRAD, entered into Voting Agreements pursuant to which each 
such director agreed to vote his shares in favor of the Merger.  
The description contained in this Item 5 of the transactions 
contemplated by the Voting Agreement is qualified in its entirety 
by reference to the full text of the Voting Agreement, the form of 
which is attached to this Report as Exhibit 99.2.

A registration statement relating to the Company common stock to 
be issued in connection with the Merger has not yet been filed 
with the SEC, nor has a proxy statement relating to a vote of 
CompuRAD's stockholders on the Merger or relating to a vote of the 
Company's stockholders on the issuance of Company common stock in 
the Merger been filed with the SEC.  The Company common stock may 
not be offered, nor may offers to acquire such stock be accepted, 
prior to the time such a registration statement becomes effective. 
This Report shall not constitute an offer to sell or the 
solicitation of an offer to buy any Company common stock or any 
other security, and shall not constitute the solicitation of any 
vote with respect to the Merger.

Item 7.  Financial Statements, Pro Forma Financial Information and 
         Exhibits

(c)      Exhibits

Exhibit No.            Description

    2        Agreement and Plan of Merger and Reorganization dated 
             as of September 28, 1997, among Lumisys Incorporated, 
             SAC Acquisition Corporation and CompuRAD, Inc.

  99.1       Joint Press Release of Lumisys Incorporated and 
             CompuRAD, Inc., dated September 28, 1997

  99.2       Form of Voting Agreement dated as of September 28, 
             1997, between the Company and certain directors of 
             CompuRAD, Inc., and Irrevocable Proxy executed by 
             such directors

                             SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on 
its behalf by the undersigned hereunto duly authorized.  

                                           LUMISYS INCORPORATED

Date: October  3, 1997                     By:/s/ Stephen J. Weiss
                                              --------------------
                                               Stephen J. Weiss, 
                                               CEO and President

EXHIBIT 2

EXHIBIT 99.1

	EXHIBIT 99.2
 

(..continued)

 

 

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