<PAGE>   1
                                                    Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

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

                                VASOMEDICAL, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                        11-2871434
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

 180 LINDEN AVENUE, WESTBURY, NEW YORK                      11590
(Address of principal executive offices)                 (Zip Code)

                    VASOMEDICAL, INC. 1995 STOCK OPTION PLAN
                            (Full title of the plan)

                           ANTHONY VISCUSI, PRESIDENT
                                VASOMEDICAL, INC.
                                180 LINDEN AVENUE
                            WESTBURY, NEW YORK 11590
                     (Name and address of agent for service)

                                 (516) 997-4600
          (Telephone number, including area code, of agent for service)

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

                                    copy to:
                            DAVID H. LIEBERMAN, ESQ.
                     BLAU, KRAMER, WACTLAR & LIEBERMAN, P.C.
                             100 JERICHO QUADRANGLE
                             JERICHO, NEW YORK 11753
                                 (516) 822-4820

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================
                                          Proposed maximum    Proposed maximum
Title of securities     Amount to be     offering price per  aggregate offering       Amount of
 to be registered       registered(2)         security (1)          price (1)       registration fee
- -------------------     ------------     ------------------  ------------------   ----------------
<S>                    <C>                     <C>               <C>                   <C>   
  Common Stock,
 par value $0.001      1,500,000 shs.          $2.75             $4,125,000            $1,423
    per share
==================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Company's Common Stock
reported on NASDAQ September 4, 1996.

(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable pursuant to anti-dilution and
adjustment provisions of the Plan.

===============================================================================
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

               The Registrant hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c) below:

               (a)    The Registrant's latest annual report filed pursuant to
                      Section 13(a) or 15(d) of the Securities Exchange Act of
                      1934, or either (I) the latest prospectus filed pursuant
                      to Rule 424(b) under the Securities Act of 1933 that
                      contains audited financial statements for the Registrant's
                      latest fiscal year for which such statements have been
                      filed or (II) the Registrant's effective registration
                      statement on Form 10 filed under the Securities Exchange
                      Act of 1934 containing audited financial statements for
                      the Registrant's latest fiscal year;

               (b)    All other reports filed pursuant to Section 13(a) or 15(d)
                      of the Securities Exchange Act of 1934 since the end of
                      the fiscal year covered by the Registrant document
                      referred to in (a) above;

               (c)    The description of the class of securities to be offered
                      which is contained in a registration statement filed under
                      Section 12 of the Securities Exchange Act of 1934,
                      including any amendment or report filed for the purpose of
                      updating such description.

               All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all such 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 of such
documents.

Item 4. Description of Securities.

               Not applicable.

Item 5. Interests of Named Experts and Counsel.

               Not applicable.

Item 6. Indemnification of Directors and Officers.

               Under the provisions of the By-Laws of Registrant, each person
who is or was a director or officer of Registrant shall be indemnified by
Registrant as of right to the full extent permitted or authorized by the General
Corporation Law of Delaware.

               Under such law, to the extent that such person is successful on
the merits of defense of a suit or proceeding brought against him by reason of
the fact that he is a director or officer of Registrant, he shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action.

               If unsuccessful in defense of a third-party civil suit or a
criminal suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
Registrant, and with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.


                                      II-1
<PAGE>   3
               If unsuccessful in defense of a suit brought by or in the right
of Registrant, or if such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such 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
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the performance of his duty to Registrant, he
cannot be made whole even for expenses unless the court determines that he is
fairly and reasonably entitled to be indemnified for such expenses.

               The officers and directors of the Company are covered by
officers' and directors' liability insurance. The policy coverage is $2,000,000,
which includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $75,000. The Company has entered
into Indemnification Agreements with each of its officers and directors. The
Agreements provide for reimbursement for all direct and indirect costs of any
type or nature whatsoever (including attorneys' fees and related disbursements)
actually and reasonably incurred in connection with either the investigation,
defense or appeal of a Proceeding, as defined, including amounts paid in
settlement by or on behalf of an Indemnitee.

Item 7. Exemption from registration claimed.

               Not applicable.

Item 8. Exhibits.

               4      1995 Stock Option Plan

               5      Opinion and consent of Blau, Kramer, Wactlar & Lieberman,
                      P.C.

               23.1   Consent of Blau, Kramer, Wactlar & Lieberman, P.C. -
                      included in their opinion filed as Exhibit 5.

               23.2   Consent of Grant Thornton LLP

               24     Powers of Attorney.

 Item 9.Undertakings.

               (a)    The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
                      of the Securities Act of 1933;

                      (ii) 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;

                      (iii) 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 (a)(1)(i) and (a)(1)(ii) do not
                      apply if the registration statement is on Form S-3 or Form
                      S-8, and the information required to be included in a
                      post-effective amendment by those paragraphs is contained
                      in periodic reports filed


                                      II-2
<PAGE>   4
                      by the Registrant pursuant to section 13 or section 15(d)
                      of the Securities Exchange Act of 1934 that are
                      incorporated by reference in the Registration Statement.

               (2) That, for the purposes of determining any liability under the
               Securities Act of 1933, 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.

               (3) To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

               (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section 
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 the time shall be deemed to be the initial bona fide offering thereof.

               (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 by 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 policy as expressed in the Act and will be
governed by the final adjudication of such issue.


                                      II-3
<PAGE>   5
                                   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 thereunto duly authorized, in Westbury, New
York on the 6th day of September, 1996.

                              VASOMEDICAL, INC.

                              By: /s/ Anthony Viscusi
                              -----------------------------------------
                              Anthony Viscusi, President, Chief Executive
                              Officer and Director (Principal Executive Officer)

                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony Viscusi and Joseph A. Giacalone,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

          In accordance with the requirements of the Securities Act of 1933,
this registration statement was signed by the following persons in the
capacities indicated on September 6, 1996.

Signatures                           Title
- ----------                           -----
                             Director
- -----------------------
Alexander G. Bearn

/s/ David S. Blumenthal      Director
- -----------------------
David S. Blumenthal

                             Director
- -----------------------
Francesco Bolgiani

/s/ Abraham E. Cohen         Chairman of the Board
- -----------------------
Abraham E. Cohen

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

/s/ Eugene H. Glicksman      Executive Vice President
- -----------------------      and Director
Eugene H. Glicksman          

/s/ John C.K. Hui            Director
- -----------------------
John C. K. Hui


                                      II-4
<PAGE>   6
                             Director
- -----------------------
Kenneth W. Rind

/s/ E. Donald Shapiro        Director
- -----------------------
E. Donald Shapiro

/s/ Anthony Viscusi          President, Chief Executive Officer and
- -----------------------      Director (Principal Executive Officer)
Anthony Viscusi              

- -----------------------      Director
Zhen-sheng Zheng


                                      II-5
<PAGE>   7
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                Vasomedical, Inc.

                         Form S-8 Registration Statement

                             E X H I B I T   I N D E X

                                                         Page No. in Sequential
Exhibit                                                  Numbering of all Pages,
Number            Exhibit Description                    including Exhibit Pages
- -------           -------------------                    -----------------------
4          1995 Stock Option Plan....................

5          Opinion and Consent of Counsel............

23.1       Consent of Counsel........................         See Exhibit 5

23.2       Consent of Grant Thornton LLP.............

24         Powers of Attorney........................         See signature page


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "VASOMEDICAL, INC-'95 STOCK OPTION PLAN", "secsgml_size_bytes": 17311}]
{"company-data": {"conformed-name": "VASOMEDICAL INC", "cik": "0000839087", "assigned-sic": "3845", "irs-number": "112871434", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11581", "film-number": "96627088"}, "business-address": {"street1": "150 MOTOR PARKWAY", "street2": "STE 408", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "5169974600"}, "mail-address": {"street1": "150 MOTOR PARKWAY", "street2": "SUITE 408", "city": "HAUPPAUGE", "state": "NY", "zip": "11788"}, "former-company": [{"former-conformed-name": "FUTURE MEDICAL PRODUCTS INC /DE/", "date-changed": "19920703"}, {"former-conformed-name": "FUTURE MEDICAL PRODUCTS INC /NY/", "date-changed": "19920506"}]}
1
                                                    Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

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

                                VASOMEDICAL, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                        11-2871434
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

 180 LINDEN AVENUE, WESTBURY, NEW YORK                      11590
(Address of principal executive offices)                 (Zip Code)

                    VASOMEDICAL, INC. 1995 STOCK OPTION PLAN
                            (Full title of the plan)

                           ANTHONY VISCUSI, PRESIDENT
                                VASOMEDICAL, INC.
                                180 LINDEN AVENUE
                            WESTBURY, NEW YORK 11590
                     (Name and address of agent for service)

                                 (516) 997-4600
          (Telephone number, including area code, of agent for service)

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

                                    copy to:
                            DAVID H. LIEBERMAN, ESQ.
                     BLAU, KRAMER, WACTLAR & LIEBERMAN, P.C.
                             100 JERICHO QUADRANGLE
                             JERICHO, NEW YORK 11753
                                 (516) 822-4820

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

                         CALCULATION OF REGISTRATION FEE
==================================================================================================
                                          Proposed maximum    Proposed maximum
Title of securities     Amount to be     offering price per  aggregate offering       Amount of
 to be registered       registered(2)         security (1)          price (1)       registration fee
- -------------------     ------------     ------------------  ------------------   ----------------
Common Stock,
 par value $0.001      1,500,000 shs.          $2.75             $4,125,000            $1,423
    per share
==================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Company's Common Stock
reported on NASDAQ September 4, 1996.

(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable pursuant to anti-dilution and
adjustment provisions of the Plan.

===============================================================================
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

               The Registrant hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c) below:

               (a)    The Registrant's latest annual report filed pursuant to
                      Section 13(a) or 15(d) of the Securities Exchange Act of
                      1934, or either (I) the latest prospectus filed pursuant
                      to Rule 424(b) under the Securities Act of 1933 that
                      contains audited financial statements for the Registrant's
                      latest fiscal year for which such statements have been
                      filed or (II) the Registrant's effective registration
                      statement on Form 10 filed under the Securities Exchange
                      Act of 1934 containing audited financial statements for
                      the Registrant's latest fiscal year;

               (b)    All other reports filed pursuant to Section 13(a) or 15(d)
                      of the Securities Exchange Act of 1934 since the end of
                      the fiscal year covered by the Registrant document
                      referred to in (a) above;

               (c)    The description of the class of securities to be offered
                      which is contained in a registration statement filed under
                      Section 12 of the Securities Exchange Act of 1934,
                      including any amendment or report filed for the purpose of
                      updating such description.

               All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all such 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 of such
documents.

Item 4. Description of Securities.

               Not applicable.

Item 5. Interests of Named Experts and Counsel.

               Not applicable.

Item 6. Indemnification of Directors and Officers.

               Under the provisions of the By-Laws of Registrant, each person
who is or was a director or officer of Registrant shall be indemnified by
Registrant as of right to the full extent permitted or authorized by the General
Corporation Law of Delaware.

               Under such law, to the extent that such person is successful on
the merits of defense of a suit or proceeding brought against him by reason of
the fact that he is a director or officer of Registrant, he shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action.

               If unsuccessful in defense of a third-party civil suit or a
criminal suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
Registrant, and with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.

                                      II-1
3
               If unsuccessful in defense of a suit brought by or in the right
of Registrant, or if such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such 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
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the performance of his duty to Registrant, he
cannot be made whole even for expenses unless the court determines that he is
fairly and reasonably entitled to be indemnified for such expenses.

               The officers and directors of the Company are covered by
officers' and directors' liability insurance. The policy coverage is $2,000,000,
which includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $75,000. The Company has entered
into Indemnification Agreements with each of its officers and directors. The
Agreements provide for reimbursement for all direct and indirect costs of any
type or nature whatsoever (including attorneys' fees and related disbursements)
actually and reasonably incurred in connection with either the investigation,
defense or appeal of a Proceeding, as defined, including amounts paid in
settlement by or on behalf of an Indemnitee.

Item 7. Exemption from registration claimed.

               Not applicable.

Item 8. Exhibits.

               4      1995 Stock Option Plan

               5      Opinion and consent of Blau, Kramer, Wactlar & Lieberman,
                      P.C.

               23.1   Consent of Blau, Kramer, Wactlar & Lieberman, P.C. -
                      included in their opinion filed as Exhibit 5.

               23.2   Consent of Grant Thornton LLP

               24     Powers of Attorney.

 Item 9.Undertakings.

               (a)    The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
                      of the Securities Act of 1933;

                      (ii) 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;

                      (iii) 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 (a)(1)(i) and (a)(1)(ii) do not
                      apply if the registration statement is on Form S-3 or Form
                      S-8, and the information required to be included in a
                      post-effective amendment by those paragraphs is contained
                      in periodic reports filed

                                      II-2
4
                      by the Registrant pursuant to section 13 or section 15(d)
                      of the Securities Exchange Act of 1934 that are
                      incorporated by reference in the Registration Statement.

               (2) That, for the purposes of determining any liability under the
               Securities Act of 1933, 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.

               (3) To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

               (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section 
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 the time shall be deemed to be the initial bona fide offering thereof.

               (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 by 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 policy as expressed in the Act and will be
governed by the final adjudication of such issue.

                                      II-3
5
                                   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 thereunto duly authorized, in Westbury, New
York on the 6th day of September, 1996.

                              VASOMEDICAL, INC.

                              By: /s/ Anthony Viscusi
                              -----------------------------------------
                              Anthony Viscusi, President, Chief Executive
                              Officer and Director (Principal Executive Officer)

                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony Viscusi and Joseph A. Giacalone,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

          In accordance with the requirements of the Securities Act of 1933,
this registration statement was signed by the following persons in the
capacities indicated on September 6, 1996.

Signatures                           Title
- ----------                           -----
                             Director
- -----------------------
Alexander G. Bearn

/s/ David S. Blumenthal      Director
- -----------------------
David S. Blumenthal

                             Director
- -----------------------
Francesco Bolgiani

/s/ Abraham E. Cohen         Chairman of the Board
- -----------------------
Abraham E. Cohen

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

/s/ Eugene H. Glicksman      Executive Vice President
- -----------------------      and Director
Eugene H. Glicksman          

/s/ John C.K. Hui            Director
- -----------------------
John C. K. Hui

                                      II-4
6
                             Director
- -----------------------
Kenneth W. Rind

/s/ E. Donald Shapiro        Director
- -----------------------
E. Donald Shapiro

/s/ Anthony Viscusi          President, Chief Executive Officer and
- -----------------------      Director (Principal Executive Officer)
Anthony Viscusi              

- -----------------------      Director
Zhen-sheng Zheng

                                      II-5
7
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                Vasomedical, Inc.

                         Form S-8 Registration Statement

                             E X H I B I T   I N D E X

                                                         Page No. in Sequential
Exhibit                                                  Numbering of all Pages,
Number            Exhibit Description                    including Exhibit Pages
- -------           -------------------                    -----------------------
4          1995 Stock Option Plan....................

5          Opinion and Consent of Counsel............

23.1       Consent of Counsel........................         See Exhibit 5

23.2       Consent of Grant Thornton LLP.............

24         Powers of Attorney........................         See signature page

                                      II-6