<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. 1992 NON-QUALIFIED 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         25,000 shs.               $2.75                      $68,750                   $24
       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.

                  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

                                      II-1

<PAGE>   3
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      1992 Non-Qualified 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 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

                                      II-2
<PAGE>   4
                  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

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


<TABLE>
<CAPTION>

                                                                                Page No. in Sequential
Exhibit                                                                         Numbering of all Pages,
Number               Exhibit Description                                        including Exhibit Pages
- -------              -------------------                                        -----------------------

<S>           <C>                                                               <C>
4             1992 Non-Qualified 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
</TABLE>




                                      II-6
[{"type": "S-8", "sequence": "1", "description": "VASOMEDICAL, INC.-'92 NON-QUALIFIED STOCK OPT. PLN", "secsgml_size_bytes": 18465}]
{"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": "333-11583", "film-number": "96627089"}, "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. 1992 NON-QUALIFIED 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         25,000 shs.               $2.75                      $68,750                   $24
       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.

                  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

                                      II-1
3
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      1992 Non-Qualified 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 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

                                      II-2
4
                  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             1992 Non-Qualified 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