SECURITIES AND EXCHANGE COMMISSION
                                    UNITED STATES
                                WASHINGTON, D.C. 20549

                                     FORM 10-QSB
                                      (Mark One)


                 [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
                         THE SECURITIES EXCHANGE ACT OF 1934

                   For the quarterly period ended December 31, 1997

                                          or

                [  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF
                         THE SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from ________ to _________

                           Commission File Number:  0-14210

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

                     Delaware                               95-2860434
          ------------------------------                -------------------
          State or Other Jurisdiction of                 (I.R.S. Employer 
          Incorporation or Organization)                Identification No.)

             1230 Rosecrans Avenue, Suite 110, Manhattan Beach, CA 90266
          -----------------------------------------------------------------
                      (Address of Principal Executive Officers)

                                    (310) 643-5106
          -----------------------------------------------------------------
                 (Registrant's telephone number, including area code)

                                    Not applicable
          -----------------------------------------------------------------


                 (Former name, former address and former fiscal year,
                            if changed since last report)

               Indicate by check mark whether the registrant (1) has filed
          all reports required to be filed by Section 13 or 15(d) of the
          Exchange Act during the preceding 12 months (or for such shorter
          period that the registrant was required to file such reports, and
          (2) has been subject to such filing requirements in for the past
          90 days.  
                                                        Yes   X    No      
                                                            -----     -----

               The registrant had 9,066,463 shares of common stock, ($.01
          par value) issued and outstanding as of February 12, 1998.


          <PAGE>


                                        INDEX

                           COMPUMED, INC. AND SUBSIDIARIES


                                                                       PAGE
                                                                       ----
          PART I.  FINANCIAL INFORMATION

          Item 1.  Financial Statements (unaudited)

                   Consolidated balance sheets - December 31, 1997
                   (unaudited) and September 30, 1997.                    3

                   Consolidated statements of operations - three months
                   ended December 31, 1997 and 1996 (unaudited).          5

                   Consolidated statements of cash flows - three months
                   ended December 31, 1997 and 1996 (unaudited).          6

                   Notes to interim unaudited consolidated financial
                   statements.                                            7

          Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations.                  10


          PART II. OTHER INFORMATION

          Item 1.  Legal Proceedings                                     12

          Item 2.  Changes in Securities and Use of Proceeds             12

          Item 6   Exhibits and Reports on Form 8K                       13


          SIGNATURES                                                     14


                                       2

          <PAGE>


                                        PART I

                                FINANCIAL INFORMATION

                        CONSOLIDATED CONDENSED BALANCE SHEETS
                           COMPUMED, INC. AND SUBSIDIARIES


                                               December 31,  September 30,
                                                   1997          1997
                                               ------------  ------------
                                               (Unaudited)
           ASSETS

           CURRENT ASSETS
           Cash                                  $   40,000    $    81,000
           Marketable securities                  2,119,000        850,000
           Accounts receivable, less
           allowance of $81,000
           (December 1997) and $66,000
           (September 1997)                         275,000        247,000
           Inventories                               34,000         55,000
           Prepaid expenses and other                24,000         27,000
           current assets                        ----------    -----------

                    TOTAL CURRENT ASSETS          2,492,000      1,260,000

           PROPERTY AND EQUIPMENT
           Machinery and equipment                2,996,000      2,994,000
           Furniture, fixtures and leasehold
           improvements                             208,000        208,000
           Equipment under capital leases           787,000        787,000
                                                 ----------    -----------
                                                  3,991,000      3,989,000

           Less allowance for depreciation        3,640,000      3,591,000
           and amortization                      ----------    -----------
                                                    351,000        398,000

           OTHER ASSETS
           Required franchises, net of
           accumulated amortization of
           $279,000 (December 1997) and
           $263,000 (September 1997)                 47,000         63,000
           Other assets                              52,000         55,000
                                                 ----------    -----------

                                                 $2,942,000     $1,776,000
                                                 ----------     ----------




   See notes to interim unaudited consolidated condensed financial statements.


                                       3
          <PAGE>


                        CONSOLIDATED CONDENSED BALANCE SHEETS
                           COMPUMED, INC. AND SUBSIDIARIES

                                             December 31,   September 30,
                                             ------------    ------------
                                                 1997            1997
                                              (Unaudited)

           LIABILITIES AND STOCKHOLDERS' EQUITY

           CURRENT LIABILITIES
           Accounts payable                   $  182,000      $  174,000
           Other accrued liabilities             469,000         501,000
           Current portion of capital             84,000          81,000
           lease obligations                  ----------      ----------
                    TOTAL CURRENT
                    LIABILITIES                  735,000         756,000

           CAPITAL LEASE OBLIGATIONS, less
           current portion                       129,000         152,000

           COMMITMENTS AND CONTINGENCIES

           STOCKHOLDERS' EQUITY
           Preferred stock, $.10 par
           value--authorized 1,000,000
           shares

           Class A $3.50 cumulative
           convertible voting preferred
           stock, issued and outstanding --
           8,400 shares                            1,000           1,000

           Class B $3.50 convertible
           voting preferred stock, issued
           and outstanding--400 shares             1,000           1,000

           Class C 7% Series 1 convertible
           preferred stock issued and
           outstanding--17,500 shares          1,750,000               0

           Common Stock, $.01 par value-
           authorized 50,000,000 shares,
           issued and outstanding--
           9,066,463 shares (December
           1997) and 9,041,857 shares
           (September 1997)                       91,000          90,000
           Additional paid in capital         27,107,000      27,169,000
           Retained deficit                  (26,872,000)    (26,393,000)
                                              ----------      ----------
                    STOCKHOLDERS' EQUITY       2,078,000         868,000
                                              ----------      ----------
                                              $2,942,000      $1,776,000
                                              ----------      ----------


   See notes to interim unaudited consolidated condensed financial statements.


                                       4
          <PAGE>


                  CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                           COMPUMED, INC. AND SUBSIDIARIES

                                                  Three Months Ended 
                                                      December 31
                                                   1997           1996
                                                   ----           ----
           REVENUES FROM OPERATIONS
           ECG service                           $  349,000    $  487,000
           Osteo royalties                           25,000        29,000
           Supplies sales                            41,000        37,000
                                                 ----------    ----------
                                                    415,000       553,000
           COSTS AND EXPENSES
           Cost of services                         237,000       290,000
           Cost of goods sold                        28,000         9,000
           Selling expenses                          44,000       112,000
           Research and development                 163,000       173,000
           General and administrative
           expenses                                 364,000       439,000
           Depreciation and amortization             67,000        81,000
                                                 ----------    ----------
           LOSS FROM OPERATIONS                    (488,000)     (551,000)

           Interest income                           14,000        30,000
           Interest expense                          (5,000)       (3,000)
                                                 ----------
           NET LOSS                              $  479,000    $ (524,000)
                                                 ==========    ==========

           NET LOSS PER SHARE

           Basic                                 $     (.05)   $     (.06)
                                                 ==========    ==========
           Diluted                                    $(.05)   $     (.06)
                                                 ==========    ==========
           Weighted average number of
           common shares outstanding              9,054,160     8,952,286
                                                 ==========    ==========





   See notes to interim unaudited consolidated condensed financial statements


                                       5
          <PAGE>


                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                       COMPUMED, INC. AND SUBSIDIARIES

                                               December 31,  September 30,
                                               ------------  ------------
                                                   1997          1997
                                               (Unaudited)

           OPERATING ACTIVITIES
           Net loss                            $ (479,000)    $ (524,000)
           Adjustment to reconcile net loss
           to net cash used in operating
           activities:
              Depreciation and amortization        68,000         81,000
           Changes in operating assets and
           liabilities:
              Accounts receivable                 (28,000)        19,000
              Inventories, prepaid expenses
              and other assets                     24,000         55,000
              Accounts payable and other          (24,000)       (14,000)
              liabilities                      ----------     ----------
           NET CASH USED IN OPERATING
           ACTIVITIES                            (439,000)      (383,000)

           INVESTING ACTIVITIES:
           Investment in marketable
           securities                          (1,675,000)
           Sale of marketable securities         (406,000)       316,000
           Purchases of property, plan and
           equipment                                2,000        (18,000)

           NET CASH (USED IN) PROVIDED BY
           INVESTING ACTIVITIES                (1,271,000)       298,000

           FINANCING ACTIVITIES:
           Sale of Class C &% Series 1
           convertible preferred stock, net
           of offering costs                    1,654,000
           Dividends on Class A preferred
           stock                                   (1,000)        (1,000)
           Principal payments on capital
           lease obligations                      (29,000)        (9,000)
           Exercise of stock options and           25,000
           warrants                            ----------     ----------
           NET CASH PROVIDED BY (USED IN)       1,669,000         10,000
           FINANCING ACTIVITIES                ----------     ----------
           DECREASE IN CASH                       (41,000)        95,000
           Cash at beginning period                81,000        155,000
                                               ----------     ----------

           CASH AT END OF PERIOD               $   40,000     $   60,000
                                               ----------     ----------

           Cash paid for interest:             $    5,000     $    3,000
                                               ----------     ----------



   See notes to interim unaudited consolidated condensed financial statements.


                                       6
          <PAGE>


                  NOTES TO INTERIM UNAUDITED CONSOLIDATED CONDENSED
                                 FINANCIAL STATEMENTS

                           COMPUMED, INC. AND SUBSIDIARIES


          NOTE A--BASIS OF PREPARATION

          The balance sheet at September 30, 1997 has been derived from the
          Company's year-end audited financial statements.

          The accompanying interim unaudited consolidated financial
          statements have been prepared in accordance with generally
          accepted accounting principles for interim financial information
          and pursuant to the rules and regulations of the Securities and
          Exchange Commission.  Accordingly, they do not include all of the
          information and footnotes required by generally accepted
          accounting principles for complete financial statements.  In the
          opinion of management, all adjustments (consisting of normal
          recurring accruals) considered necessary for a fair presentation
          have been included.  Operating results for the period ended
          December 31, 1997 are not necessarily indicative of the results
          that may be expected for the year ending September 30, 1998.  For
          further information, refer to the consolidated financial
          statements for the year ended September 30, 1997 and the notes
          thereto included in the Company's Annual Report on Form 10-KSB.

          NOTE B--PER SHARE DATA

          Basic loss per share is calculated using the net loss less
          preferred stock dividends, divided by the weighted average common
          shares outstanding.  Shares from the assumed conversion of
          outstanding warrants, options and effect of the conversion of the
          Class A Preferred Stock and Class B Preferred Stock are omitted
          from the computations of diluted loss per share because the
          effect would be antidilutive. 

          NOTE C--COMMITMENTS AND CONTINGENCIES

          On August 5, 1996 the Company entered into a Memorandum of
          Understanding to confirm the material terms of an agreement in
          principle to settle the securities class action and derivative
          litigation filed in the United States District Court for the
          Central District of California (the "Court") on behalf of persons
          who purchased Common Stock during various time periods spanning
          from August 11, 1995 to October 17, 1995, inclusive and
          derivatively on behalf of the Company.   On January 26, 1998, the
          United States District Court for the Central District of
          California approved the settlement of the class action and
          derivative lawsuits on the terms agreed to by the parties in the
          Memorandum of Understanding.  See Item 1 of Part II of this
          report.


                                       7
     <PAGE>


          NOTE D--IMPACT OF RECENTLY ADOPTED ACCOUNTING STANDARDS

          In February 1997, the Financial Accounting Standards Board issued
          Statement No. 128, Earnings per Share, which is required to be
          adopted for periods ending after December 15, 1997.  Under the
          new requirements basic earnings per share includes no dilution
          and is computed by dividing income available to common
          stockholders by the weighted average number of common shares
          outstanding.  Diluted earnings per share reflect the potential
          dilution of securities that could share in the earnings of an
          entity.  The Company adopted Statement 128 in the current
          quarter, although such adoption did not change amounts previously
          provided.

          NOTE E--PRIVATE PLACEMENT OF CLASS C CONVERTIBLE PREFERRED STOCK

          On December 24, 1997, the Company closed the placement of 17,500
          shares of Series 1 Class C 7% Convertible Preferred Stock (the
          "Series C-1 Preferred Stock") at a price of $100 per share, or an
          aggregate purchase price of $1,750,000 pursuant to Securities
          Purchase Agreements.  The Series C-1 Preferred Stock is
          immediately convertible into shares of the Company's Common Stock
          at a conversion ratio equal to $100 divided by the lesser of (i)
          $1.51 or (ii) 75% of the average closing bid price for the ten
          consecutive trading days prior to the notice of conversion.  In
          the event the closing bid price of the Common Stock is less than
          $1.00 per share on the trading day immediately preceding the
          receipt of a conversion notice, the holder requesting conversion
          would be limited to converting not more than 5% of the shares he
          initially purchased, which limitation would continue for a period
          of 30 days.  The Company has the right to force conversion of any
          or all outstanding Series C-1 Preferred Stock on November 30,
          1999 at the then conversion ratio.  There is no minimum
          conversion price.  Should the value of the Common Stock fall
          substantially prior to conversion, the holders of the Preferred
          Stock could obtain a significant share of the Common Stock upon
          their conversions.  Upon conversion of the Series C-1 Preferred
          Stock, the holder would receive warrants (the "Warrants") to
          purchase the same number of shares of Common Stock as being
          issued on the conversion, at an exercise price equal to the
          conversion price and exercisable for three years from issuance,
          subject to possible reduction as mentioned below.

          The Securities Purchase Agreements also provide for the issuance
          of 17,500 shares of Series 2 Class C 7% Convertible Preferred
          Stock (the "Series C-2 Preferred Stock" and together with the
          Series C-1 Preferred Stock, the "Class C Preferred Stock"), with
          the outside date for closing being February 17, 1998, which date
          may be extended to 30 days after the effectiveness of a
          registration statement (mentioned below) if the Company's Common
          Stock has not maintained certain price and volume minimums.  The
          Series C-2 Preferred Stock is identical to the Series C-1
          Preferred Stock except that the conversion ratio is equal to $100
          divided by the lessor of (i) $1.34 or (ii) 80% (or 77.5% for
          shares purchased prior to January 1, 1998) of the average closing
          bid price for the ten consecutive trading days prior to the
          notice of conversion.  In addition, the Company would have the
          right to force conversion on December 31, 1999.  Should a


                                       8
     <PAGE>


          Purchaser of Series C-1 Preferred Stock not acquire his portion
          of the Series C-2 Preferred Stock, such purchaser would forfeit
          one-half of the Warrants otherwise issuable to him upon the
          conversion of his Series C-1 Preferred Stock.  Upon conversion of
          Series C-2 Preferred Stock, the holder would be granted warrants
          similar to the Warrants.  On January 22, 1998, the Company sold
          8,750 shares of such Series C-2 Preferred Stock for $875,000.

          As a condition to the initial closing of the placement, the
          Company entered into a Registration Rights Agreement with each
          purchaser whereby the Company agreed to file a registration
          statement under the Securities Act of 1933, as amended, with the
          Securities and Exchange Commission registering for offer and sale
          the Common Stock underlying his Class C Preferred Stock and
          Warrants.  The registration statement became effective on
          February 6, 1998.

          The net proceeds from the placement of the Series C-1 Preferred
          Stock was approximately $1,664,000 (after payment of a 4% fee to
          the distributor and other placement expenses).   The net proceeds
          from the initial placement of the Series C-2 Preferred Stock was
          approximately $830,000.
           
          On December 24, 1997, the Company also issued warrants (the "1995
          Warrants") exercisable for the purchase of 200,000 shares of its
          Common Stock at an exercise price of $ 1.10 per share to the
          distributor of certain placements effected by the Company in 1995
          and 1996. The shares of Common Stock underlying the 1995 Warrants
          were also included in the registration statement filed pursuant
          to the Registration Rights Agreement.

          NOTE F--TERMINATION OF ROYALTY REVENUES

          On January 7, 1998, the Company was notified of a termination of
          a license agreement under which the Company had earned royalty
          revenues for the processing of its OsteoGram(R) bone density
          test.  Revenues earned under this license agreement are
          anticipated to terminate after February 1998.  During the First
          Quarter 1998 royalty revenues were $25,000.  The rights to the
          OsteoGram technology will revert back to the Company on March 31,
          1998 and the Company may enter into new licensing agreements with
          this technology.


                                       9
          <PAGE>


          Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
                     CONDITION AND RESULTS OF OPERATIONS


          This Form 10QSB contains forward-looking statements as defined by
          the Private Securities Litigation Reform Act of 1995.  Forward -
          looking statements include statements concerning plans,
          objectives, goals, strategies, future events or performance and
          underlying assumptions and other statements which are other than
          statements of historical facts.  These statements are subject to
          uncertainties and risks including, but not limited to, product
          and service demand and acceptance, changes in technology, the
          availability of appropriate acquisition candidates and/or
          business partnerships, economic conditions, the impact of
          competition and pricing, capacity and supply constraints or
          difficulties, government regulation and other risks defined in
          this document.  All such forward-looking statements, whether
          written or oral, and whether made by or on behalf of the Company
          are expressly qualified by these cautionary statements and any
          other cautionary statements which may accompany the forward-
          looking statements.  In addition, the Company disclaims any
          obligation to update any forward-looking statements to reflect
          events or circumstances after the date hereof.


          RESULTS OF OPERATIONS
          ---------------------

          Revenues from operations for the three months ended December 31,
          1997 (the  First Quarter 1998 ) were $415,000, a reduction of
          $138,000 from the same period in 1997. The revenue decrease is
          primarily due to the elimination of cardiac event monitoring
          services previously offered by the Company.  No revenue from
          cardiac event monitoring services was recorded during the First
          Quarter 1998 compared to $134,000 recorded during the prior year. 
          Revenues from the Company s ongoing transtelephonic ECG services
          were approximately at the same level as the same period in fiscal
          1997.  Royalty income was $25,000 for the First Quarter 1998 from
          OsteoGram(R) operations being managed by a subsidiary of Merck &
          Co., Inc. as compared to $29,000 during the same period in fiscal
          1997; however the license agreement was terminated in January
          1998, so royalties will cease as of the Third Quarter 1998.  See
          Note F to Notes to Interim Unaudited Consolidated Condensed
          Financial Statements.  Interest income decreased to $14,000
          during the First Quarter 1998 from $30,000 during the same fiscal
          1997 period due to liquidations of marketable securities,
          although investment income may increase to prior levels as a
          result of the net proceeds from the December 1997 and January
          1998 Series C Preferred Stock placements, subject to the use of
          such funds for research and development and other company
          expenses and to changes in the current yields of such
          investments. 

          The combined costs of services ($237,000) and selling expenses
          ($44,000) during the First quarter 1998 decreased by $121,000, as
          compared to the same prior year period.  These decreases in


                                       10
      <PAGE>


          operating costs were primarily due to the elimination of costs
          associated with the cardiac event monitoring services, which were
          eliminated as mentioned above, and to several staff reductions
          relating to the Company s ongoing transtelephonic ECG services. 
          General and administrative expenses decreased during the First
          Quarter 1998 by $75,000 to $364,000, as compared to 1997,
          primarily due to a reduction in executive management and to a
          reduction in insurance costs. Research and development costs
          decreased slightly to $163,000 during the First Quarter 1998, as
          compared to the prior year, and such costs are primarily salaries
          and direct costs relating to the Company s development of the
          OsteoView(R) bone densitometer. 

          Net loss for the First Quarter 1998 was $479,000 compared to a
          loss of $524,000 for the same period in fiscal 1997.  The
          decreased loss is due to the elimination of certain unprofitable
          cardiac event monitoring services, and the costs thereof, and to
          general cost reductions enacted by the Company.


          FINANCIAL CONDITION AND LIQUIDITY
          ---------------------------------

          As of December 31, 1997 the Company had $1,757,000 of working
          capital, an increase of $1,253,000 from September 30, 1997.  This
          increase in working capital is a result of the sale of the
          Company s Preferred Stock, generating net proceeds of
          approximately $1,654,000, which was offset by losses from
          operations, including product development costs, adjusted for
          depreciation expense.  On January 22, 1998, the Company sold
          additional Preferred Stock generating net proceeds of
          approximately $830,000. 

          The Company's capital resource commitments at December 31, 1997
          consist primarily of sponsored research agreements and costs
          associated with the development of its second generation
          OsteoSystem.  During the First Quarter 1998, total research and
          development expenses were $163,000.  Expenditures during future
          periods will meet or exceed this level if all of such costs are
          borne by the Company.  Sponsored research payments with the
          University of Massachusetts Medical Center are made at the rate
          of $12,500 per quarter for the second year commencing May 1,
          1996. The Varian agreement requires a payment in the amount of
          $65,000 during the next fiscal quarter.   The Company has
          commenced the engineering and design phase of the OsteoView
          development.  In connection with Phase 1 of this development, the
          Company has entered into agreements with a design and an
          engineering firm for services over approximately the next quarter
          with a total cost of $164,000.

          The University of Georgia  sponsored Detoxahol research agreement
          has been suspended and the Company is only supporting patent-
          related costs at this time.  Due to the long-term nature of this
          project, the Company is seeking a strategic partner to
          participate in future development.


                                       11
     <PAGE>


          The Company intends to pursue additional research and/or sub-
          contractor agreements relating to its development projects. 
          Additionally, the Company is actively seeking partners and
          acquisition candidates of businesses that are complementary to
          its own.  Such investments would be financed by the Company s
          working capital, through issuance of Company securities or a
          combination thereof.  No assurance can be given that any
          acquisition would not be dilutive to stockholders.

          Due to the development nature of the Company s business
          activities, the Company is anticipating losses from operations
          during the following 12 months, unless a development partner is
          secured who will assume a portion of such costs.   Current
          working capital levels are considered adequate for the Company s
          business activities during the 12 months.


                                       PART II
                                  OTHER INFORMATION


          Item 1.  LEGAL PROCEEDINGS

             On January 26, 1998, the United States District Court for the
          Central District of California entered a Final Judgment and Order
          of Dismissal of all actions comprising the CompuMed, Inc.
          Securities Litigation (CV 95-7051MRP (VAPx)).  The Settlement was
          based upon the Stipulation of Settlement, dated as of August 12,
          1997, and filed on October 19, 1997.  The terms of the settlement
          are set forth in Item 3 to the Company s Form 10-KSB for the
          fiscal year ended September 30, 1997.


          Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

             (c) On December 24, 1997, the Company closed the placement of
          17,500 shares of Series 1 Class C 7% Convertible Preferred and on
          January 27, 1998, the Company closed the placement of 8,750
          shares of Series 2 Class C 7% Convertible Preferred Stock.  These
          placements were claimed to be exempt from the registration
          requirements of the Securities Act of 1933, as amended, by reason
          of Section 4(2) thereof and Regulation D thereunder.  For further
          information about these placements, see Note E - Private
          Placement of Class C Convertible Preferred Stock to the Notes to
          Interim Unaudited Consolidated Condensed Financial Statement
          included in the financial statements in this Report and the
          Company's Form 8-K for an event of December 24, 1997.


                                       12
     <PAGE>


          Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

            (a) Exhibits 

                10.1  Stipulation of Settlement of Class Action and
                      Derivative Claims dated as of August 12, 1997 in Re
                      CompuMed, Inc. Securities Litigation (without
                      exhibits).

                10.2  Final Judgment and Order of Dismissal, dated January
                      26, 1998, in Re CompuMed, Inc. Securities Litigation.

            (b) Form 8-K filed with the SEC on January 9, 1998 for an
                event of December 24, 1997 to report on Item 5 the
                December 24, 1997 closing of the placement of Series I
                Class C 7% Convertible Preferred Stock.




                                       13
          <PAGE>


                                      SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of
          1934, the registrant has duly caused this report to be signed on
          its behalf by the undersigned thereunto duly authorized.


                                           COMPUMED, INC.
                                           --------------
                                           (Registrant)



                                           By: /s/ James Linesch
                                              ----------------------------
                                               James Linesch
                                               President



          Date:  February 12, 1998






                                       14
     <PAGE>



                                 EXHIBIT INDEX


          Exhibit          Description
          -------          -----------

            10.1           Stipulation of Settlement of Class Action and
                           Derivative Claims dated as of August 12, 1997 
                           in Re CompuMed, Inc. Securities Litigation 
                           (without exhibits).

            10.2           Final Judgment and Order of Dismissal, dated 
                           January 26, 1998, in Re CompuMed, Inc. Securities 
                           Litigation.

            27             Financial Data Schedule