UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-K/A

  [X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934
     For the fiscal year ended May 31, 1997

  [   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the transition period from _____ to _____

  Commission File No. 0-18105
                                VASOMEDICAL, INC.
                (Name of registrant as specified in its charter)
             Delaware                                         11-2871434
  (State or other jurisdiction of                            (IRS Employer
  of incorporation or organization)                         Identification No.)

  180 Linden Avenue, Westbury, New York                           11590
  (Address of Principal Executive Offices)                      (Zip Code)

  Registrant's telephone number, including area code:            (516) 997-4600

  Securities registered under Section 12(b) of the Act:  None

              Securities registered under Section 12(g) of the Act:
                          Common Stock, $.001 par value
                                (Title of Class)

     Indicate by a check mark whether the  registrant  (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of
  1934  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 for the past 90 days. Yes [ X ] No [ ]

     Indicate by a check mark if  disclosure of  delinquent  filers  pursuant to
  Item 405 of Regulation S-K is not contained herein, and will not be contained,
  to the best of  registrant's  knowledge,  in definitive  proxy or  information
  statements  incorporated  by  reference  in Part III of this  Form 10-K or any
  amendment to this Form 10-K. [ X ]

     The aggregate  market value of the voting stock held by  non-affiliates  of
  the  registrant as of July 31, 1997,  based on the average price on that date,
  was  $76,798,000.  At July 31, 1997,  the number of shares  outstanding of the
  issuer's common stock was 47,155,004.


                       DOCUMENTS INCORPORATED BY REFERENCE

     Certain exhibits are incorporated  herein by reference as set forth in Item
  13(a)3, Index to Exhibits, in Part IV.


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ITEM FOURTEEN-EXHIBITS AND REPORTS ON FORM 8-K

  (a)(1)(2) Financial Statements
            --------------------  
     See Index to Consolidated  Financial Statements on page F-1 at beginning of
  attached financial statements.

  (a)     Exhibits
          --------  
     (3)  (a)  Restated Certificate of Incorporation (3)
          (b)  By-Laws (1)
     (4)  (a)  Specimen Certificate for Common Stock (1)
          (b)  Certificate of Designation of the Preferred  Stock,  Series A (6)
          (c)  Certificate of Designation of the Preferred  Stock, Series B (14)
          (d)  Form of  Rights  Agreement  dated as of  March  9,  1995  between
               Registrant and American Stock Transfer & Trust Company (10)
          (e)  Stock Purchase Agreement dated June 25, 1997 between Registrant 
               and JNC Opportunity Fund, Ltd. (14)
          (f)  Registration  Rights  Agreement dated June 25, 1997 between 
               Registrant and JNC Opportunity Fund, Ltd. (14)
          (g)  Form of Warrant dated June 25, 1997 (14)
     (10) (a)  1992 Non-Qualified Stock Option Plan (3)
          (b)  1995 Stock Option Plan (13)
          (c)  Outside Director Stock Option Plan (13)
          (d)  Licensing Agreement dated May 29, 1990 between Albert Einstein 
               College of Medicine of Yeshiva University and Viromedics, Inc.(2)
          (e)  Agreement  dated  October  1991  between  Vasogenics,   Inc.  and
               Registrant  (3) (f)  Purchase  Agreement  dated  April 9,  1992  
               among Registrant, Devaron, Inc., Dr. Yair Devash and Dr. Yacov 
               Ron (3)
          (g)  Amendment dated November 20, 1992 to Agreement between  
               Registrant and  Vasogenics,  Inc. (3) 
          (h)  Employment  Agreement dated November 1, 1992, as amended November
               1, 1993,  between Registrant  and Eugene H. Glicksman (3) (4) 
          (i)  Modification Agreement dated as of May 13, 1993 to the May 29, 
               1990 agreement with Albert Einstein College of Medicine of 
               Yeshiva University and Viromedics, Inc. (5)
          (j)  Employment  Agreement dated July 1, 1994, as amended on October
               24, 1995, between Registrant and Anthony Viscusi (11) (12)
          (k)  Settlement Agreement dated September 1, 1994 between Viromedics, 
               Inc. and the Albert Einstein College of Medicine of Yeshiva 
               University (11)
          (l)  Stock Repurchase Agreement dated October 27, 1994 between 
               Registrant and Devaron, Inc. (7)
          (m)  Offshore  Securities  Subscription  Agreement dated December 2,
               1994 between Registrant and Banca del Gottardo (6)
          (n)  Confidential  Private Placement  Memorandum dated December 5, 
               1994 (6) 
          (o)  Stock  Purchase  Agreement  dated  January  24,  1995  between
               Registrant and Vasogenics, Inc. (8)
          (p)  Employment  Agreement  dated  January 23,  1995,  as amended on
               October 24, 1995, between Registrant and Anthony E. Peacock (8)
               (12)
          (q)  Employment  Agreement dated February 1, 1995 between Registrant
               and John C.K. Hui (8)
          (r)  Note Purchase, Paying and Conversion Agency Agreement dated July 
               5, 1995 between Registrant and Banca del Gottardo (9)

                                        1
<PAGE>

     (22)      Subsidiaries of the Registrant

                                                               Percentage
     Name                      State of Incorporation       Owned by Company
     ----                      ----------------------       ----------------
     Viromedics, Inc.             Delaware                        61%
     Vaso Interim Corp.           Delaware                        100%
     Vasogenics, Inc.             New York                        100%

     (23)      Consent of Grant Thornton LLP (16)

     (27)      Financial Data Schedule (15)
  ---------
  (1)  Incorporated by reference to Registration Statement on Form S-18, No. 
       33-24095.
  (2)  Incorporated by reference to Report on Form 10-K for the fiscal year 
       ended May 31,1991.
  (3)  Incorporated by reference to Registration Statement on Form S-1, No. 
       33-46377 (effective 7/12/94).
  (4)  Incorporated  by reference to Report on Form 8-K dated  November 1, 1992.
  (5)  Incorporated  by reference to Report on Form 8-K dated May 13, 1993.  
  (6)  Incorporated  by reference to Report on Form 8-K dated  November 14,1994.
  (7)  Incorporated  by  reference  to Report on Form  10-QSB for the  quarter  
       ended November 30, 1994. 
  (8)  Incorporated  by reference to Report on Form 8-K dated January 24, 1995. 
  (9)  Incorporated by reference to Report on Form 8-K/A dated June 26, 1995. 
  (10) Incorporated  by reference to  Registration  Statement on  Form 8-A 
       dated May 12, 1995. 
  (11) Incorporated by reference to Report on Form 10-K for the fiscal year 
       ended May 31,1994.  
  (12) Incorporated by reference to Report on Form 8-K dated October 24, 1995.  
  (13) Incorporated by reference to Notice  of Annual  Meeting  of  Stockholders
       dated  December  5,  1995.  
  (14) Incorporated  by  reference  to Report on Form 8-K dated June 25,  1997. 
  (15) Filed  with the Report on Form 10-K for the  fiscal  year ended May 31, 
       1997.
  (16) Filed  herewith  with this  amendment  to the Report on Form 10-K for the
       fiscal year ended May 31, 1997.

  (b) Form 8-K Reports 
      ----------------
      Report on Form 8-K dated June 25, 1997.

                                       2
<PAGE>

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
  Exchange Act of 1934,  the Company has duly caused this report to be signed on
  its behalf by the  undersigned,  thereunto duly authorized on the twenty-sixth
  day of September, 1997.


                         VASOMEDICAL, INC.

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

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
  report has been signed below on Septemnber  26, 1997 by the following  persons
  in the capacities indicated:

------------------------      Director
  Alexander G. Bearn

------------------------      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/ John C.K. Hui           Senior Vice President, R&D and Manufacturing and 
------------------------      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

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




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                                  EXHIBIT INDEX

  Exhibit No.
  (23)         Consent of Grant Thornton LLP