As Filed With the Securities and Exchange Commission on October 13, 1995

                                                   Registration No. 33-     
     --------------------------------------------------------------------------

                          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 
      Title of                      Proposed         Proposed
     securities                      maximum          maximum       Amount of
       to be      Amount to be    offering price      aggregate   registration
     registered   registered(1)    per share(2)    offering price     fee
     --------------------------------------------------------------------------
     Common Stock,
     $.01 par 
     value       360,000 shares      $13.80         $4,968,000     $1,713.10
     ==========================================================================

          (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 document listed below is hereby incorporated by reference into
     this Registration Statement, and all documents subsequently filed by
     CompuMed, Inc. (the "Company"), with the Securities and Exchange Commission
     (the "Commission"), pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
     the filing of a post-effective amendment which indicates that all
     securities offered have been sold or which deregisters all securities then
     remaining unsold, shall be deemed to be incorporated by reference in this
     Registration Statement and to be a part hereof from the date of filing such
     documents:

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

          Any statement contained in a document incorporated by reference herein
     shall be deemed to be modified or superseded for purposes of the
     registration statement to the extent that a statement contained herein
     modifies or replaces such statement.  Any such statement shall not be
     deemed to constitute a part of this registration statement except as so
     modified or replaced.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Article TENTH of the Certificate of Incorporation of the Company and
     Article VI of the By-laws of the Company provide in part that the Company
     shall indemnify its directors, officers, employees and agents to the
     fullest extent permitted by the General Corporation Law of the State of
     Delaware (the "DGCL").

          Section 145 of the DGCL permits a corporation, among other things, to
     indemnify any person who was or is a party or is threatened to be made a
     party to any threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other than an
     action by or in the right of the corporation), by reason of the fact that
     he is or was a director, officer, employee or agent of the corporation, or
     is or was serving at the request of the corporation as a director, officer,
     employee or agent of another corporation, partnership, joint venture, trust
     or other enterprise, against expenses (including attorney's fees),
     judgments, fines and amounts paid in settlement actually and reasonably
     incurred in connection with such action, suit or proceeding if he acted in
     good faith and in a manner he reasonably believed to be in or not opposed
     to the best interests of the corporation, and, with respect to any criminal
     action or proceeding, had no reasonable cause to believe his conduct was
     unlawful.

          A corporation also may indemnify any person who was or is a party or
     is threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses (including attorneys' fees) actually and reasonably incurred by
     him in connection with the defense or settlement of such action or suit if
     he acted in good faith and in a manner he reasonably believed to be in or
     not opposed to the best interests of the corporation.  However, in such an
     action by or on behalf of a corporation, no indemnification may be made in
     respect of any claim, issue or matter as to which the person is adjudged
     liable to the corporation unless and only to the extent that the court
     determines that, despite the adjudication of liability but in view of all
     the circumstances, the person is fairly and reasonably entitled to
     indemnity for such expenses which the court shall deem proper.

          In addition, the indemnification and advancement of expenses provided
     by or granted pursuant to Section 145 shall not be deemed exclusive of any
     other rights to which those seeking indemnification or advancement of
     expenses may be entitled under any by-law, agreement, vote of stockholders
     or disinterested directors or otherwise, both as to action in his official
     capacity and as to action in another capacity while holding such office.

     ITEM 8.   EXHIBITS.

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

               4(a)*          Certificate of Incorporation

               4(b)*          Amendment to Certificate of Incorporation

               4(c)**         Amendment to Certificate of Incorporation

               4(d)**         Certificate of Correction of Certificate of
                              Amendment

               4(e)*          By-Laws of the Company

               5***           Opinion of Reid & Priest LLP

               10***          CompuMed, Inc. 1992 Stock Option Plan

               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 as exhibits to the Company's Registration Statement on Form S-1
          (Commission File No. 33-46061), as amended and incorporated herein by
          this reference.

     **   Filed as exhibits to Amendment No. 2 to Post Effective Amendment No. 1
          to the Company's Registration Statement on Form SB-2 (Commission File
          No. 33-46061) and incorporated herein by this reference.

     ***  Filed herewith.

     ITEM 9.   UNDERTAKINGS.

          The Company hereby undertakes:

               (a)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration statement;

               (b)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act;

               (c)  To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement;

               (d)  To include any material information with respect to the plan
          of distribution not previously disclosed in the registration statement
          or any material change to such information in the registration
          statement;

          provided, however, that paragraphs (b) and (c) do not apply if the
          registration statement is on Form S-3, Form S-8 or Form F-3, and the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed with or
          furnished to the Commission by the registrant pursuant to Section 13
          or 15(d) of the Exchange Act that are incorporated by reference in
          the registration statement;

               (e)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof;

               (f)  To remove from registration by means of a post-effective
          amendment any of the securities that remain unsold at the end of the
          offering;

               (g)  That, for purposes of determining any liability under the
          Securities Act, each filing of the registrant's annual report pursuant
          to Section 13(a) or Section 15(d) of the Exchange Act (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Exchange Act) that is incorporated by
          reference in the registration statement shall be deemed to be a new
          registration statement relating to the securities offered therein, and
          the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof; and 

               (h)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the opinion of the
          Commission, such indemnification is against public policy as expressed
          in the Securities Act and is, therefore, unenforceable.  In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid a director,
          officer or controlling person of the registrant in the successful
          defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the
          securities being registered, the registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Securities Act and will be governed by the final
          adjudication of such issue.

     <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 29th day of September, 1995.

                                             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         September 29, 1995
          ----------------------   Executive Officer
              Rod. N. Raynovich    and Director


          /s/ DeVere Pollom        Vice President Finance,  September 29, 1995
          ----------------------   Chief Financial
              DeVere Pollom        Officer, and Secretary

                                   Chairman                 September 29, 1995
          ----------------------   
              Robert Funari


          /s/ Robert Goldberg      Director                 September 29, 1995
          ----------------------  
              Robert Goldberg


          /s/ Howard Mark, M.D.    Director                 September 29, 1995
          ----------------------
              Howard Mark, M.D.


          /s/ Winston Millet       Director                 September 29, 1995
          ----------------------
              Winston Millet


          /s/ John Minnick         Director                 September 29, 1995
          ----------------------
              John Minnick


          /s/ Robert Stuckelman    Director                 September 29, 1995
          ----------------------
              Robert Stuckelman


          /s/ Russell Walker       Director                 September 29, 1995
          ----------------------
              Russell Walker

     <PAGE>

                                     INDEX TO EXHIBITS
                                       COMPUMED, INC.
                                       --------------

                                                                 Sequentially
          Exhibit                                                   Numbered
             No.         Description                                 Page
          -------        -----------                             ------------

              5          Opinion of Reid & Priest LLP

              10         CompuMed, Inc. 1992 Stock Option Plan

              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 - COMPUMED, INC. 1992 STOCK OPTION PLAN", "secsgml_size_bytes": 18953}]
{"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": "033-63433", "film-number": "95580857"}, "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 October 13, 1995

                                                   Registration No. 33-     
     --------------------------------------------------------------------------

                          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 
      Title of                      Proposed         Proposed
     securities                      maximum          maximum       Amount of
       to be      Amount to be    offering price      aggregate   registration
     registered   registered(1)    per share(2)    offering price     fee
     --------------------------------------------------------------------------
     Common Stock,
     $.01 par 
     value       360,000 shares      $13.80         $4,968,000     $1,713.10
     ==========================================================================

          (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 document listed below is hereby incorporated by reference into
     this Registration Statement, and all documents subsequently filed by
     CompuMed, Inc. (the "Company"), with the Securities and Exchange Commission
     (the "Commission"), pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
     the filing of a post-effective amendment which indicates that all
     securities offered have been sold or which deregisters all securities then
     remaining unsold, shall be deemed to be incorporated by reference in this
     Registration Statement and to be a part hereof from the date of filing such
     documents:

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

          Any statement contained in a document incorporated by reference herein
     shall be deemed to be modified or superseded for purposes of the
     registration statement to the extent that a statement contained herein
     modifies or replaces such statement.  Any such statement shall not be
     deemed to constitute a part of this registration statement except as so
     modified or replaced.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Article TENTH of the Certificate of Incorporation of the Company and
     Article VI of the By-laws of the Company provide in part that the Company
     shall indemnify its directors, officers, employees and agents to the
     fullest extent permitted by the General Corporation Law of the State of
     Delaware (the "DGCL").

          Section 145 of the DGCL permits a corporation, among other things, to
     indemnify any person who was or is a party or is threatened to be made a
     party to any threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other than an
     action by or in the right of the corporation), by reason of the fact that
     he is or was a director, officer, employee or agent of the corporation, or
     is or was serving at the request of the corporation as a director, officer,
     employee or agent of another corporation, partnership, joint venture, trust
     or other enterprise, against expenses (including attorney's fees),
     judgments, fines and amounts paid in settlement actually and reasonably
     incurred in connection with such action, suit or proceeding if he acted in
     good faith and in a manner he reasonably believed to be in or not opposed
     to the best interests of the corporation, and, with respect to any criminal
     action or proceeding, had no reasonable cause to believe his conduct was
     unlawful.

          A corporation also may indemnify any person who was or is a party or
     is threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses (including attorneys' fees) actually and reasonably incurred by
     him in connection with the defense or settlement of such action or suit if
     he acted in good faith and in a manner he reasonably believed to be in or
     not opposed to the best interests of the corporation.  However, in such an
     action by or on behalf of a corporation, no indemnification may be made in
     respect of any claim, issue or matter as to which the person is adjudged
     liable to the corporation unless and only to the extent that the court
     determines that, despite the adjudication of liability but in view of all
     the circumstances, the person is fairly and reasonably entitled to
     indemnity for such expenses which the court shall deem proper.

          In addition, the indemnification and advancement of expenses provided
     by or granted pursuant to Section 145 shall not be deemed exclusive of any
     other rights to which those seeking indemnification or advancement of
     expenses may be entitled under any by-law, agreement, vote of stockholders
     or disinterested directors or otherwise, both as to action in his official
     capacity and as to action in another capacity while holding such office.

     ITEM 8.   EXHIBITS.

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

               4(a)*          Certificate of Incorporation

               4(b)*          Amendment to Certificate of Incorporation

               4(c)**         Amendment to Certificate of Incorporation

               4(d)**         Certificate of Correction of Certificate of
                              Amendment

               4(e)*          By-Laws of the Company

               5***           Opinion of Reid & Priest LLP

               10***          CompuMed, Inc. 1992 Stock Option Plan

               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 as exhibits to the Company's Registration Statement on Form S-1
          (Commission File No. 33-46061), as amended and incorporated herein by
          this reference.

     **   Filed as exhibits to Amendment No. 2 to Post Effective Amendment No. 1
          to the Company's Registration Statement on Form SB-2 (Commission File
          No. 33-46061) and incorporated herein by this reference.

     ***  Filed herewith.

     ITEM 9.   UNDERTAKINGS.

          The Company hereby undertakes:

               (a)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration statement;

               (b)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act;

               (c)  To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement;

               (d)  To include any material information with respect to the plan
          of distribution not previously disclosed in the registration statement
          or any material change to such information in the registration
          statement;

          provided, however, that paragraphs (b) and (c) do not apply if the
          registration statement is on Form S-3, Form S-8 or Form F-3, and the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed with or
          furnished to the Commission by the registrant pursuant to Section 13
          or 15(d) of the Exchange Act that are incorporated by reference in
          the registration statement;

               (e)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof;

               (f)  To remove from registration by means of a post-effective
          amendment any of the securities that remain unsold at the end of the
          offering;

               (g)  That, for purposes of determining any liability under the
          Securities Act, each filing of the registrant's annual report pursuant
          to Section 13(a) or Section 15(d) of the Exchange Act (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Exchange Act) that is incorporated by
          reference in the registration statement shall be deemed to be a new
          registration statement relating to the securities offered therein, and
          the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof; and 

               (h)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the opinion of the
          Commission, such indemnification is against public policy as expressed
          in the Securities Act and is, therefore, unenforceable.  In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid a director,
          officer or controlling person of the registrant in the successful
          defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the
          securities being registered, the registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Securities Act and will be governed by the final
          adjudication of such issue.
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 29th day of September, 1995.

                                             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         September 29, 1995
          ----------------------   Executive Officer
              Rod. N. Raynovich    and Director

          /s/ DeVere Pollom        Vice President Finance,  September 29, 1995
          ----------------------   Chief Financial
              DeVere Pollom        Officer, and Secretary

                                   Chairman                 September 29, 1995
          ----------------------   
              Robert Funari

          /s/ Robert Goldberg      Director                 September 29, 1995
          ----------------------  
              Robert Goldberg

          /s/ Howard Mark, M.D.    Director                 September 29, 1995
          ----------------------
              Howard Mark, M.D.

          /s/ Winston Millet       Director                 September 29, 1995
          ----------------------
              Winston Millet

          /s/ John Minnick         Director                 September 29, 1995
          ----------------------
              John Minnick

          /s/ Robert Stuckelman    Director                 September 29, 1995
          ----------------------
              Robert Stuckelman

          /s/ Russell Walker       Director                 September 29, 1995
          ----------------------
              Russell Walker
INDEX TO EXHIBITS
                                       COMPUMED, INC.
                                       --------------

                                                                 Sequentially
          Exhibit                                                   Numbered
             No.         Description                                 Page
          -------        -----------                             ------------

              5          Opinion of Reid & Priest LLP

              10         CompuMed, Inc. 1992 Stock Option Plan

              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).