As Filed With the Securities and Exchange Commission on July 8, 1996

                                                      Registration No. 333-     
     ---------------------------------------------------------------------------

                          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
     _________________________________________________________________
            (State or other jurisdiction of incorporation or organization)

                                      95-2860434
     _________________________________________________________________
                         (I.R.S. employer identification no.)

                          1230 Rosecrans Avenue, Suite 1000
                            Manhattan Beach, California         90266
     _________________________________________________________________
              (Address of principal executive offices)       (Zip code)

                        CompuMed, Inc. 1992 Stock Option Plan
     _________________________________________________________________
                               (Full title of the plan)

                                   ROD N. RAYNOVICH
                                      President
                                  c/o CompuMed, Inc.
                          1230 Rosecrans Avenue, Suite 1000
                          Manhattan Beach, California  90266
     _________________________________________________________________
                       (Name and address of agent for service)

                                    (310) 643-5106
     _________________________________________________________________
             Telephone number, including area code, of agent for service

                                       Copy to:
                                 Bruce A. Rich, Esq.
                                  Reid & Priest LLP
                                  40 W. 57th Street
                                 New York, NY  10019


                           CALCULATION OF REGISTRATION FEE
     =================================================================
     Proposed                      Proposed       Proposed
     Title of                      maximum        maximum 
     securities     Amount         offering       aggregate      Amount of
     to be          to be          price per      offering       registration
     registered     registered(1)  share(2)       price          fee
     -------------------------------------------------------------------------
     Common 
     Stock, 
     $.01           400,000        $2.49          $996,000       $343.45
     par value      shares
     -------------------------------------------------------------------------


          (1)  In addition, pursuant to Rule 416(a) under the Securities Act of
     1933, as amended, this registration statement also covers any additional
     securities to be offered or issued in connection with a stock split, stock
     dividend or similar transaction.

          (2)  Estimated for the sole purpose of calculating the registration
     fee in accordance with Rule 457(h) under the Securities Act of 1933, as
     amended.

     <PAGE>

                                    CompuMed, Inc.


                        CompuMed, Inc. 1992 Stock Option Plan


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          This Registration Statement on Form S-8 is prepared pursuant to
     General Instruction E to Form S-8.

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents are hereby incorporated by reference into this
     Registration Statement:

          (a)  The Registration Statement on Form S-8 (File No. 33-57896) of
               CompuMed, Inc. (the "Company"), as filed with the Securities and
               Exchange Commission (the "Commission") on February 8, 1993, to
               register 1,200,000 shares of the Common Stock, $.01 par value
               ("Common Stock"), underlying the Company's 1992 Stock Option
               Plan.

          (b)  The Company's Registration Statement on Form S-8 (Commission File
               No. 33-63433), as filed with the Commission on October 13, 1995,
               to register 360,000 shares of Common Stock underlying the
               Company's 1992 Stock Option Plan.

     ITEM 8.   EXHIBITS.

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

     3(a)      Certificate of Incorporation of the Company [Incorporated by
               reference to Exhibit 3.1 to the Company's Registration Statement
               of Form S-1 (File No. 33-46061), effective May 7, 1992]

     3(b)      Certificate of Amendment of Certificate of Incorporation
               [Incorporated by reference to Exhibit 3.1a to Amendment No. 1 to
               Post-Effective Amendment No. 1 to the Company's Registration
               Statement on Form S-2 (File No. 33-48437), filed June 28, 1994]

     3(c)      Certificate of Amendment of Certificate of Incorporation
               [Incorporated by reference to Exhibit 3.1b to Amendment No. 2 to
               Post-Effective Amendment No. 1 to the Company's Registration
               Statement on Form S-2 (File No. 33-48437), filed November 7,
               1994]

     3(d)      Certificate of Correction of Certificate of Amendment
               [Incorporated by reference to Exhibit 3.1c to Amendment No. 2 to
               Post-Effective Amendment No. 1 to the Company's Registration
               Statement on Form S-2 (File No. 33-48437), filed November 7,
               1995]

     3(e)      By-Laws of the Company, as currently in effect [Incorporated by
               reference to Exhibit 3.2 to the Company's Registration Statement
               on Form S-1 (File No. 33-46061), effective May 7, 1992]

     5*        Opinion of Reid & Priest LLP

     10        CompuMed, Inc. 1992 Stock Option Plan [Incorporated by 
	       reference to Exhibit 10 to the Company's Registration 
	       Statement on Form S-8 (Commission File No, 33-63433)]

     23(a)*    Consent of Ernst & Young LLP

     23(b)*    Consent of Reid & Priest LLP (included in Exhibit 5).

     24*       Power of Attorney (included on signature page of this
               Registration Statement on Form S-8).
     
     ----------------------
     *  Filed herewith.

     <PAGE>

                                      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 Manhattan Beach, State of
     California on the 28 day of June, 1996.

                                        COMPUMED, INC.


                                        By:    /s/ Rod N.Raynovich
                                              ---------------------------- 
                                              Rod N. Raynovich, President


                                  POWER OF ATTORNEY


          Each director and/or officer of the Company whose signature appears
     below hereby appoints Rod N. Raynovich as his attorney-in-fact to sign in
     his name and behalf, in any and all capacities stated below and to file
     with the Commission, any and all amendments, including post-effective
     amendments, to this Registration Statement.

          Pursuant to the requirements of the Securities Act, this registration
     statement has been signed by the following persons in the capacities and on
     the dates indicated.


       Signature                   Title                         Date

       /s/ Rod N. Raynovich        President, Chief             June 28, 1996
     -----------------------       Executive Officer
          Rod. N. Raynovich        and Director


       /s/ James Linesch           Vice President Finance,      June 28, 1996
     -----------------------       Chief Financial Officer,
          James Linesch            and Secretary


       /s/ Robert Funari           Chairman                      June 28, 1996
     -----------------------
          Robert Funari


       /s/ Robert Goldberg         Director                      June 28, 1996
     -----------------------
          Robert Goldberg


       /s/  John Minnick           Director                      June 28, 1996
     -----------------------
          John Minnick


       /s/ Robert Stuckelman       Director                      June 28, 1996
     -----------------------
          Robert Stuckelman


       /s/ Russell Walker          Director                      June 28, 1996
     -----------------------
          Russell Walker


     <PAGE>
                                  INDEX TO EXHIBITS
                                    COMPUMED, INC.
                                  -----------------
                                                            Sequentially
     Exhibit                                                Numbered  
        No.         Description                             Page    
     -------        -------------                           --------------
       5            Opinion of Reid & Priest LLP

     23(a)          Consent of Ernst & Young LLP


     23(b)          Consent of Reid & Priest LLP (included in Exhibit 5).

     24             Power of Attorney (included on signature page of this
                    Registration Statement on Form S-8).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8  1992 STOCK OPTION PLAN", "secsgml_size_bytes": 10234}]
{"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": "333-07791", "film-number": "96592229"}, "business-address": {"street1": "1230 ROSECRANS AVE STE 1000", "city": "MANHATTAN BEACH", "state": "CA", "zip": "90266", "phone": "310-643-5106"}, "mail-address": {"street2": "1230 ROSECRANS AVE, STE 1000", "city": "MANHATTAN BEACH", "state": "CA", "zip": "91604"}}
As Filed With the Securities and Exchange Commission on July 8, 1996

                                                      Registration No. 333-     
     ---------------------------------------------------------------------------

                          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
     _________________________________________________________________
            (State or other jurisdiction of incorporation or organization)

                                      95-2860434
     _________________________________________________________________
                         (I.R.S. employer identification no.)

                          1230 Rosecrans Avenue, Suite 1000
                            Manhattan Beach, California         90266
     _________________________________________________________________
              (Address of principal executive offices)       (Zip code)

                        CompuMed, Inc. 1992 Stock Option Plan
     _________________________________________________________________
                               (Full title of the plan)

                                   ROD N. RAYNOVICH
                                      President
                                  c/o CompuMed, Inc.
                          1230 Rosecrans Avenue, Suite 1000
                          Manhattan Beach, California  90266
     _________________________________________________________________
                       (Name and address of agent for service)

                                    (310) 643-5106
     _________________________________________________________________
             Telephone number, including area code, of agent for service

                                       Copy to:
                                 Bruce A. Rich, Esq.
                                  Reid & Priest LLP
                                  40 W. 57th Street
                                 New York, NY  10019

                           CALCULATION OF REGISTRATION FEE
     =================================================================
     Proposed                      Proposed       Proposed
     Title of                      maximum        maximum 
     securities     Amount         offering       aggregate      Amount of
     to be          to be          price per      offering       registration
     registered     registered(1)  share(2)       price          fee
     -------------------------------------------------------------------------
     Common 
     Stock, 
     $.01           400,000        $2.49          $996,000       $343.45
     par value      shares
     -------------------------------------------------------------------------

          (1)  In addition, pursuant to Rule 416(a) under the Securities Act of
     1933, as amended, this registration statement also covers any additional
     securities to be offered or issued in connection with a stock split, stock
     dividend or similar transaction.

          (2)  Estimated for the sole purpose of calculating the registration
     fee in accordance with Rule 457(h) under the Securities Act of 1933, as
     amended.
CompuMed, Inc.

                        CompuMed, Inc. 1992 Stock Option Plan

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          This Registration Statement on Form S-8 is prepared pursuant to
     General Instruction E to Form S-8.

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents are hereby incorporated by reference into this
     Registration Statement:

          (a)  The Registration Statement on Form S-8 (File No. 33-57896) of
               CompuMed, Inc. (the "Company"), as filed with the Securities and
               Exchange Commission (the "Commission") on February 8, 1993, to
               register 1,200,000 shares of the Common Stock, $.01 par value
               ("Common Stock"), underlying the Company's 1992 Stock Option
               Plan.

          (b)  The Company's Registration Statement on Form S-8 (Commission File
               No. 33-63433), as filed with the Commission on October 13, 1995,
               to register 360,000 shares of Common Stock underlying the
               Company's 1992 Stock Option Plan.

     ITEM 8.   EXHIBITS.

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

     3(a)      Certificate of Incorporation of the Company [Incorporated by
               reference to Exhibit 3.1 to the Company's Registration Statement
               of Form S-1 (File No. 33-46061), effective May 7, 1992]

     3(b)      Certificate of Amendment of Certificate of Incorporation
               [Incorporated by reference to Exhibit 3.1a to Amendment No. 1 to
               Post-Effective Amendment No. 1 to the Company's Registration
               Statement on Form S-2 (File No. 33-48437), filed June 28, 1994]

     3(c)      Certificate of Amendment of Certificate of Incorporation
               [Incorporated by reference to Exhibit 3.1b to Amendment No. 2 to
               Post-Effective Amendment No. 1 to the Company's Registration
               Statement on Form S-2 (File No. 33-48437), filed November 7,
               1994]

     3(d)      Certificate of Correction of Certificate of Amendment
               [Incorporated by reference to Exhibit 3.1c to Amendment No. 2 to
               Post-Effective Amendment No. 1 to the Company's Registration
               Statement on Form S-2 (File No. 33-48437), filed November 7,
               1995]

     3(e)      By-Laws of the Company, as currently in effect [Incorporated by
               reference to Exhibit 3.2 to the Company's Registration Statement
               on Form S-1 (File No. 33-46061), effective May 7, 1992]

     5*        Opinion of Reid & Priest LLP

     10        CompuMed, Inc. 1992 Stock Option Plan [Incorporated by 
	       reference to Exhibit 10 to the Company's Registration 
	       Statement on Form S-8 (Commission File No, 33-63433)]

     23(a)*    Consent of Ernst & Young LLP

     23(b)*    Consent of Reid & Priest LLP (included in Exhibit 5).

     24*       Power of Attorney (included on signature page of this
               Registration Statement on Form S-8).
     
     ----------------------
     *  Filed herewith.
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 Manhattan Beach, State of
     California on the 28 day of June, 1996.

                                        COMPUMED, INC.

                                        By:    /s/ Rod N.Raynovich
                                              ---------------------------- 
                                              Rod N. Raynovich, President

                                  POWER OF ATTORNEY

          Each director and/or officer of the Company whose signature appears
     below hereby appoints Rod N. Raynovich as his attorney-in-fact to sign in
     his name and behalf, in any and all capacities stated below and to file
     with the Commission, any and all amendments, including post-effective
     amendments, to this Registration Statement.

          Pursuant to the requirements of the Securities Act, this registration
     statement has been signed by the following persons in the capacities and on
     the dates indicated.

       Signature                   Title                         Date

       /s/ Rod N. Raynovich        President, Chief             June 28, 1996
     -----------------------       Executive Officer
          Rod. N. Raynovich        and Director

       /s/ James Linesch           Vice President Finance,      June 28, 1996
     -----------------------       Chief Financial Officer,
          James Linesch            and Secretary

       /s/ Robert Funari           Chairman                      June 28, 1996
     -----------------------
          Robert Funari

       /s/ Robert Goldberg         Director                      June 28, 1996
     -----------------------
          Robert Goldberg

       /s/  John Minnick           Director                      June 28, 1996
     -----------------------
          John Minnick

       /s/ Robert Stuckelman       Director                      June 28, 1996
     -----------------------
          Robert Stuckelman

       /s/ Russell Walker          Director                      June 28, 1996
     -----------------------
          Russell Walker
INDEX TO EXHIBITS
                                    COMPUMED, INC.
                                  -----------------
                                                            Sequentially
     Exhibit                                                Numbered  
        No.         Description                             Page    
     -------        -------------                           --------------
       5            Opinion of Reid & Priest LLP

     23(a)          Consent of Ernst & Young LLP

     23(b)          Consent of Reid & Priest LLP (included in Exhibit 5).

     24             Power of Attorney (included on signature page of this
                    Registration Statement on Form S-8).