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                (IRS Employer Identification No.)
 incorporation or organization)

     180 Linden Avenue, Westbury, New York                 11590
     (Address of principal executive offices)            (Zip Code)

                    VASOMEDICAL, INC. 1997 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           security (1)               price (1)        registration fee

<S>                      <C>                       <C>                     <C>                    <C>
Common Stock,
par value $.001          1,800,000 shs. (2)        $1.344                  $2,419,000             $714
per share
=============================================================================================================
<FN>
(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 on July 23, 1998. 
(2) The Registration Statement also covers an indeterminate number of additional shares of Common Stock that 
may become issuable  pursuant to  anti-dilution  and adjustment provisions of the Plan.
</FN>
</TABLE>
<PAGE>
                                     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  below:

                    (a) The  Registrant's  Annual  Report  on Form  10-K for the
               fiscal year ended May 31, 1998.

                    (b) 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 bylaws 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.
<PAGE>
          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  $5,000,000,  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    1997 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   Power 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)(l)(i)  and  (a)(l)(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.
<PAGE>
               (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.
<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 thereunto duly authorized, in Westbury, New
York on the 3rd day of August, 1998.

                              VASOMEDICAL, INC.
                              By: /s/ Anthony Viscusi
                              -----------------------   
                              Anthony Viscusi, President and 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 August 3, 1998.

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

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

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

/s/ Kenneth W. Rind           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               

/s/ Zhen-sheng Zheng          Director
--------------------
Zhen-sheng Zheng
<PAGE>


                       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      1997 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
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15769}]
{"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": "333-60471", "film-number": "98675913"}, "business-address": {"street1": "180 LINDEN AVENUE", "city": "WESTBURY", "state": "NY", "zip": "11590", "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"}]}
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                (IRS Employer Identification No.)
 incorporation or organization)

     180 Linden Avenue, Westbury, New York                 11590
     (Address of principal executive offices)            (Zip Code)

                    VASOMEDICAL, INC. 1997 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           security (1)               price (1)        registration fee
Common Stock,
par value $.001          1,800,000 shs. (2)        $1.344                  $2,419,000             $714
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 on July 23, 1998. 
(2) The Registration Statement also covers an indeterminate number of additional shares of Common Stock that 
may become issuable  pursuant to  anti-dilution  and adjustment provisions of the Plan.
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  below:

                    (a) The  Registrant's  Annual  Report  on Form  10-K for the
               fiscal year ended May 31, 1998.

                    (b) 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 bylaws 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  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  $5,000,000,  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    1997 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   Power 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)(l)(i)  and  (a)(l)(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  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.
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 3rd day of August, 1998.

                              VASOMEDICAL, INC.
                              By: /s/ Anthony Viscusi
                              -----------------------   
                              Anthony Viscusi, President and 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 August 3, 1998.

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

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

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

/s/ Kenneth W. Rind           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               

/s/ Zhen-sheng Zheng          Director
--------------------
Zhen-sheng Zheng
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      1997 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