UNITED STATES
                       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: June 25, 1997
                        (Date of earliest event reported)



                        Commission File Number: 0-18105



                                VASOMEDICAL, INC.

             (Exact name of registrant as specified in its charter)

          DELAWARE                              11-2871434

  (State or other jurisdiction of     (I.R.S. Employer Identification Number)
   incorporation or organization)

  180 Linden Avenue, Westbury, New York           11590

  (Address of Principal Executive Offices)      (Zip Code)

  Registrant's Telephone Number, Including Area Code   (516) 997-4600





         (Former name or former address, if changed since last report.)

<PAGE>


Item 5. Other Events

     On June 25, 1997,  Vasomedical,  Inc. (the "Company") issued 150,000 shares
  of newly created 5% Series B Convertible Preferred Stock, $.01 par value, at a
  price of $20 per share,  for an aggregate of $3,000,000.  The shares were sold
  to one (1) accredited  investor pursuant to Regulation D promulgated under the
  Securities  Act  of  1933.  The  Series  B  Convertible   Preferred  Stock  is
  convertible into Common Stock of the Company at an effective  conversion price
  of the lower of (i) $2.18, or (ii) 85% of the average closing bid price on the
  Nasdaq SmallCap  Market System of the Company's  Common Stock for the five (5)
  trading days immediately  preceding the Date of Conversion,  as defined in the
  Certificate  of  Designation  of the  Series  B  Convertible  Preferred  Stock
  attached  hereto as Exhibit 3.1. In addition,  a number of five-year  warrants
  were issued granting the Investor one (1) warrant for every five (5) shares of
  Common Stock which would be issuable under the Convertible  Preferred Stock at
  an exercise price of $2.18 per share, as defined.


  Item 7. Financial Statements, Pro Forma Information and Exhibits

     (a) and (b) Financial Statements and Pro Forma Information
          None.

     (c) Exhibits

       Exhibit 3.1  Certificate of Designation of Series B Convertible
                    Preferred Stock of Vasomedical, Inc. as filed with the
                    Delaware Secretary of State on June 25, 1997.

       Exhibit 4.1  Purchase Agreement between Vasomedical, Inc. and JNC
                    Opportunity Fund, Ltd., dated as of June 25, 1997.

       Exhibit 4.2  Registration Rights Agreement between Vasomedical, Inc.
                    and JNC Opportunity Fund, Ltd., dated as of June 25,
                    1997.

       Exhibit 4.3  Form of Warrant dated June 25, 1997.

       Exhibit 99.1 Press Release dated June 30, 1997.


<PAGE>


     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 thereunto duly authorized.


                                   VASOMEDICAL, INC.

                                   By:  /s/ Anthony Viscusi
                                   Anthony Viscusi
                                   President and CEO (Principal Executive
                                   Officer)

                                       /s/ Joseph A. Giacalone
                                   Joseph A. Giacalone
                                   Treasurer and Secretary (Principal Financial
                                   and Accounting Officer)


  Date:  July 7, 1997
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UNITED STATES
                       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: June 25, 1997
                        (Date of earliest event reported)

                        Commission File Number: 0-18105

                                VASOMEDICAL, INC.

             (Exact name of registrant as specified in its charter)

          DELAWARE                              11-2871434

  (State or other jurisdiction of     (I.R.S. Employer Identification Number)
   incorporation or organization)

  180 Linden Avenue, Westbury, New York           11590

  (Address of Principal Executive Offices)      (Zip Code)

  Registrant's Telephone Number, Including Area Code   (516) 997-4600

         (Former name or former address, if changed since last report.)
Item 5. Other Events

     On June 25, 1997,  Vasomedical,  Inc. (the "Company") issued 150,000 shares
  of newly created 5% Series B Convertible Preferred Stock, $.01 par value, at a
  price of $20 per share,  for an aggregate of $3,000,000.  The shares were sold
  to one (1) accredited  investor pursuant to Regulation D promulgated under the
  Securities  Act  of  1933.  The  Series  B  Convertible   Preferred  Stock  is
  convertible into Common Stock of the Company at an effective  conversion price
  of the lower of (i) $2.18, or (ii) 85% of the average closing bid price on the
  Nasdaq SmallCap  Market System of the Company's  Common Stock for the five (5)
  trading days immediately  preceding the Date of Conversion,  as defined in the
  Certificate  of  Designation  of the  Series  B  Convertible  Preferred  Stock
  attached  hereto as Exhibit 3.1. In addition,  a number of five-year  warrants
  were issued granting the Investor one (1) warrant for every five (5) shares of
  Common Stock which would be issuable under the Convertible  Preferred Stock at
  an exercise price of $2.18 per share, as defined.

  Item 7. Financial Statements, Pro Forma Information and Exhibits

     (a) and (b) Financial Statements and Pro Forma Information
          None.

     (c) Exhibits

       Exhibit 3.1  Certificate of Designation of Series B Convertible
                    Preferred Stock of Vasomedical, Inc. as filed with the
                    Delaware Secretary of State on June 25, 1997.

       Exhibit 4.1  Purchase Agreement between Vasomedical, Inc. and JNC
                    Opportunity Fund, Ltd., dated as of June 25, 1997.

       Exhibit 4.2  Registration Rights Agreement between Vasomedical, Inc.
                    and JNC Opportunity Fund, Ltd., dated as of June 25,
                    1997.

       Exhibit 4.3  Form of Warrant dated June 25, 1997.

       Exhibit 99.1 Press Release dated June 30, 1997.
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 thereunto duly authorized.

                                   VASOMEDICAL, INC.

                                   By:  /s/ Anthony Viscusi
                                   Anthony Viscusi
                                   President and CEO (Principal Executive
                                   Officer)

                                       /s/ Joseph A. Giacalone
                                   Joseph A. Giacalone
                                   Treasurer and Secretary (Principal Financial
                                   and Accounting Officer)

  Date:  July 7, 1997