UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-Q


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934 For the quarterly period ended August 31, 2000

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from _______________ to ______________

Commission File Number: 0-18105

                               VASOMEDICAL, INC.
--------------------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)

        Delaware                                        11-2871434

(State or other jurisdiction of             (IRS Employer Identification Number)
 incorporation or organization)

                   180 Linden Ave., Westbury, New York 11590
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

Registrant's Telephone Number                         (516) 997-4600

Number of Shares Outstanding of Common Stock,
$.001 Par Value, at September 22, 2000                   56,389,042


     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 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 [ ]
                                        ---     --
<PAGE>
                        Vasomedical, Inc. and Subsidiary



                                     INDEX



PART I - FINANCIAL INFORMATION

        Item 1 - Financial Statements (unaudited)                           Page
                                                                            ----
                Consolidated Condensed Balance Sheets as of
                        August 31, 2000 and May 31, 2000                      3

                Consolidated Condensed Statements of Earnings for the
                        Three Months Ended August 31, 2000 and 1999           4

                Consolidated Condensed Statement of Changes in Stockholders'
                        Equity for the Period from June 1, 2000 to
                        August 31, 2000                                       5

                 Consolidated Condensed Statements of Cash Flows for the
                        Three Months Ended August 31, 2000 and 1999           6


                Notes to Consolidated Condensed Financial Statements          7

        Item 2 - Management's Discussion and Analysis of Financial Condition
                and Results of Operations                                     9

PART II - OTHER INFORMATION                                                  11
<PAGE>
                        Vasomedical, Inc. and Subsidiary

                     CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      August 31,     May 31,
                                                                        2000          2000
                                                                        ----          ----
                                                                     (unaudited)    (audited)
<S>                                                                   <C>           <C>
                ASSETS
CURRENT ASSETS
     Cash and cash equivalents                                        $4,456,597    $3,058,367
     Accounts receivable, net of allowance for doubtful
           accounts of $451,000 at August 31, 2000
           and $400,000 at May 31, 2000                                5,267,723     4,832,810
     Inventories                                                       1,363,846       906,984
     Deferred income taxes                                               758,000       400,000
     Other current assets                                                470,796       479,267
                                                                     -----------   -----------
            Total current assets                                      12,316,962     9,677,428

PROPERTY AND EQUIPMENT, net                                              600,804       548,316
CAPITALIZED COST IN EXCESS OF FAIR
  VALUE OF NET ASSETS ACQUIRED, net of accumulated amortization
   of $1,210,041 and $1,136,517 at August 31, 2000 and May 31,
   2000, respectively                                                    301,907       355,181
OTHER ASSETS                                                               8,037         8,037
                                                                     -----------   -----------
                                                                     $13,227,710   $10,588,962
                                                                     ===========   ===========
      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable and accrued expenses                            $1,688,023    $1,219,803
     Accrued warranty and customer support expenses                      249,000       258,000
     Accrued professional fees                                           167,120       276,000
     Accrued commissions                                                 374,415       543,389
                                                                     -----------   -----------
           Total current liabilities                                   2,478,558     2,297,192

ACCRUED WARRANTY COSTS                                                   186,000       129,000
OTHER LONG-TERM LIABILITIES                                               11,000        16,000
DEFERRED REVENUES                                                        332,917       203,000

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
     Preferred stock, $.01 par value; 1,000,000 shares authorized;
      none issued and outstanding                                           -             -
     Common stock, $.001 par value; 110,000,000 shares authorized;
      56,339,042 and 55,921,330 shares at August 31, 2000 and
      May 31, 2000, respectively, issued and outstanding                  56,339        55,921
     Additional paid-in capital                                       41,813,886    40,939,158
     Accumulated deficit                                             (31,650,990)  (33,051,309)
                                                                     -----------   -----------
          Total stockholders' equity                                  10,219,235     7,943,770
                                                                     -----------   -----------
                                                                     $13,227,710   $10,588,962
                                                                     ===========   ===========
<FN>
The accompanying notes are an integral part of these condensed statements.
</FN>
</TABLE>
<PAGE>
                        Vasomedical, Inc. and Subsidiary

                 CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
                                  (unaudited)
<TABLE>
<CAPTION>

                                                         Three months ended
                                                         ------------------
                                                              August 31,
                                                              ----------
                                                         2000            1999
                                                         ----            ----
<S>                                                   <C>             <C>
Revenues
 Equipment sales                                      $5,193,909      $2,890,180
 Equipment rentals and services                           50,750         129,300
                                                      ----------      ----------
                                                       5,244,659       3,019,480
                                                      ----------      ----------
Costs and expenses
 Cost of sales and services                            1,311,956         612,270
 Selling, general and administrative                   2,328,508       1,742,316
 Research and development                                442,714         253,148
 Depreciation and amortization                           116,981         121,607
 Provision for doubtful accounts                          51,000            -
 Interest and financing costs                              2,427           2,012
 Interest and other income - net                         (51,246)        (20,022)
                                                      ----------      ----------
                                                       4,202,340       2,711,331
                                                      ----------      ----------
 NET EARNINGS BEFORE
    INCOME TAXES                                       1,042,319         308,149
  Deferred income tax benefit                            358,000            -
                                                      ----------      ----------
 NET EARNINGS                                          1,400,319         308,149

  Preferred stock dividend requirement                      -            (38,463)
                                                      ----------      ----------
 EARNINGS APPLICABLE TO
  COMMON STOCK                                        $1,400,319        $269,686
                                                      ==========      ==========
Earnings per common
 share (basic and diluted)                                  $.02            $.01
                                                            ====            ====
Weighted average common shares
 outstanding
  Basic                                               56,129,057      50,850,526
                                                      ==========      ==========
  Diluted                                             59,694,225      56,216,368
                                                      ==========      ==========
<FN>
The accompanying notes are an integral part of these condensed statements.
</FN>
</TABLE>
<PAGE>
                        Vasomedical, Inc. and Subsidiary

      CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                                            Total
                                                           Additional        Accum-         stock
                                         Common Stock       paid-in          ulated         holders'
                                       Shares     Amount    capital          deficit        equity
                                       ------     ------   ----------        -------        -------
<S>                                  <C>          <C>       <C>           <C>            <C>
Balance at June 1, 2000              55,921,330   $55,921   $40,939,158   $(33,051,309)  $ 7,943,770
Exercise of options and warrants        417,712       418       867,728                      868,146
Stock options granted for services                                7,000                        7,000
Net earnings                                                                 1,400,319     1,400,319
                                     ----------   -------   -----------   ------------   -----------
Balance at August 31, 2000           56,339,042   $56,339   $41,813,886   $(31,650,990)  $10,219,235
                                     ==========   =======   ===========   ============   ===========
<FN>
The accompanying notes are an integral part of this condensed statement.
</FN>
</TABLE>
<PAGE>
                        Vasomedical, Inc. and Subsidiary

                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                      Three months ended
                                                                      ------------------
                                                                            August 31,
                                                                            ----------
                                                                         2000       1999
                                                                         ----       ----
<S>                                                                   <C>        <C>
Cash flows from operating activities
 Net earnings                                                         $1,400,319   $308,149
                                                                      ---------- ----------
 Adjustments to reconcile net earnings
  to net cash provided by operating activities
   Depreciation and amortization                                         116,981    121,607
   Provision for bad debts                                                51,000       -
   Deferred income taxes                                                (358,000)
   Stock options granted for services                                      7,000     58,000
   Changes in operating assets and liabilities
    Accounts receivable                                                 (485,913)   (86,930)
    Inventories                                                         (467,808)    29,676
    Other current assets                                                   8,472     49,193
    Accounts payable, accrued expenses and other current
     liabilities                                                         181,366   (130,680)
    Other liabilities                                                    181,917    (47,000)
                                                                      ---------- ----------
                                                                        (764,985)    (6,134)
                                                                      ---------- ----------
  Net cash provided by operating activities                              635,334    302,015
                                                                      ---------- ----------
Cash flows from investing activities
 Purchase of property and equipment                                     (105,250)   (16,967)
                                                                      ---------- ----------
  Net cash used in investing activities                                 (105,250)   (16,967)
                                                                      ---------- ----------
Cash flows from financing activities
 Proceeds from exercise of options and warrants                          868,146     51,250
                                                                      ---------- ----------
  Net cash provided by financing activities                              868,146     51,250
                                                                      ---------- ----------
  NET INCREASE IN CASH AND CASH EQUIVALENTS                            1,398,230    336,298
Cash and cash equivalents - beginning of period                        3,058,367  1,678,175
                                                                      ---------- ----------
Cash and cash equivalents - end of period                             $4,456,597 $2,014,473
                                                                      ========== ==========


Non-cash investing and financing activities were as follows:
Issuance of common stock in lieu of preferred dividends                     -       $32,608
Inventories transferred to (from) property and equipment,
 attributable to operating leases - net                                 $(10,944)   (57,334)
<FN>
The accompanying notes are an integral part of these condensed statements.
</FN>
</TABLE>
<PAGE>
                        Vasomedical, Inc. and Subsidiary

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                August 31, 2000
                                  (unaudited)

NOTE A - BASIS OF PRESENTATION
        The consolidated  condensed  balance sheet as of August 31, 2000 and the
related  consolidated  condensed  statements  of  earnings  for the  three-month
periods ended August 31, 2000 and 1999, changes in stockholders'  equity for the
three-month  period  ended  August 31,  2000 and cash flows for the  three-month
periods ended August 31, 2000 and 1999 have been prepared by  Vasomedical,  Inc.
and Subsidiary (the "Company") without audit. In the opinion of management,  all
adjustments (which include only normal, recurring accrual adjustments) necessary
to present fairly the financial  position and results of operations as of August
31, 2000 and for all periods presented have been made.
        Certain  information  and  footnote  disclosures,  normally  included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America, have been condensed or omitted.  These
financial statements should be read in conjunction with the financial statements
and notes thereto  included in the Annual Report on Form 10-K for the year ended
May 31, 2000.  Results of  operations  for the periods ended August 31, 2000 and
1999  are not  necessarily  indicative  of the  operating  results  expected  or
reported for the full year.

NOTE B - INVENTORIES
<TABLE>
<CAPTION>

                                                      August 31,     May 31,
                                                      ----------     -------
        Inventories consist of the following:            2000          2000
                                                         ----          ----
                <S>                                   <C>            <C>
                Raw materials                           $748,006     $545,924
                Finished goods                           615,840      361,060
                                                      ----------     --------
                                                      $1,363,846     $906,984
                                                      ==========     ========
</TABLE>

NOTE C - STOCKHOLDERS' EQUITY
        In the first  quarter of fiscal  2001,  the Board of  Directors  granted
stock  options  under the 1999 Stock  Option Plan (the "1999 Plan") to employees
and a consultant to purchase an aggregate of 191,500 shares and 30,000 shares of
common stock,  respectively,  at exercise prices ranging form $4.28 to $4.94 per
share (which represented the fair market value of the underlying common stock at
the time of the respective  grants).  The stock options issued to the consultant
were  fair-valued  at  $126,000  for which the  Company  will record a charge to
operations in accordance with the terms of the agreement, as defined.
        In the first  quarter of fiscal  2001,  options and warrants to purchase
417,712 shares of common stock were exercised,  aggregating $868,000 in proceeds
to the Company. Subsequent to August 31, 2000, options to purchase 50,000 shares
of common stock were exercised, aggregating $47,000 in proceeds to the Company.

NOTE D  EARNINGS PER COMMON SHARE
        Basic  earnings  per share are based on the weighted  average  number of
common  shares  outstanding  without  consideration  of potential  common stock.
Diluted  earnings  per  share  are based on the  weighted  number of common  and
potential  common shares  outstanding.  The  calculation  takes into account the
shares that may be issued  upon the  exercise  of stock  options  and  warrants,
reduced by the shares that may be  repurchased  with the funds received from the
exercise,  based  on the  average  price  during  the  period,  and  convertible
preferred stock, assuming conversion at the beginning of the period.
<PAGE>
                        Vasomedical, Inc. and Subsidiary

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
                                August 31, 2000
                                  (unaudited)

NOTE D  EARNINGS PER COMMON SHARE (continued)
        The  following  table sets forth the  computation  of basic and  diluted
earnings per share:
<TABLE>
<CAPTION>
                                                      Three months ended August 31,
                                                           2000           1999
                                                           ----           ----
<S>                                                     <C>           <C>
Numerator:
   Basic earnings                                       $1,400,319      $269,686
      Preferred stock dividends                               -           38,463
                                                        ----------    ----------
   Diluted earnings                                     $1,400,319      $308,149
                                                        ==========    ==========
Denominator:
 Basic  weighted average shares                         56,129,057    50,850,526
        Stock options                                    2,473,640       853,110
        Warrants                                         1,091,528     1,300,926
        Convertible preferred stock                           -        3,211,806
                                                        ----------    ----------
 Diluted  weighted average shares                       59,694,225    56,216,368
                                                        ==========    ==========
Basic and diluted earnings per share                          $.02          $.01
                                                              ====          ====
</TABLE>
NOTE E - COMMITMENTS AND CONTINGENCIES
Litigation
----------
        In May 1996,  an action was  commenced in the Supreme Court of the State
of New York,  Nassau County,  against the Company,  its directors and certain of
its officers and employees  for the alleged  breach of an agreement to appoint a
non-affiliated party as its exclusive distributor of EECP systems. The complaint
sought damages in the  approximate sum of  $50,000,000,  declaratory  relief and
punitive  damages.  The  Company  denied the  existence  of any  agreement,  and
contended that the complaint was frivolous and without  merit.  The Company also
asserted  substantial  counterclaims.  In  August  1999,  a motion  for  summary
judgment to dismiss the complaint in its entirety was granted. This decision has
been appealed.
        In May 1998,  an action was  commenced  in the New York  Supreme  Court,
Suffolk County,  against the Company and other parties. The action seeks damages
in the sum of $5,000,000 based upon alleged injuries  resulting from the alleged
negligence of the  defendants in the use of the Company's  product.  The Company
and its insurer  believe that the  complaint is frivolous  and without merit and
are vigorously defending the claims.  Furthermore,  management believes that the
damages  sought under the complaint are fully covered by insurance.  This matter
is in its  preliminary  stages  and the  Company  is  unable  to  establish  the
likelihood of an unfavorable outcome or the existence or amount of any potential
loss.
        In February 1999, an action was commenced in the Massachusetts  Superior
Court, Essex County, against the Company. The action seeks damages in the sum of
$1,000,000  based  upon an  alleged  breach  of a sales  contract.  The  Company
believes  that the  complaint is frivolous  and without  merit and is vigorously
defending the claims.  This matter is in its preliminary  stages and the Company
is unable to establish the likelihood of an unfavorable outcome or the existence
or amount of any potential loss.

Agreement with VAMED
--------------------
        In  connection   with  an  acquisition  in  1995,  the  Company  assumed
commitments  under an  agreement,  expiring  November  2008,  with VAMED Medical
Instrument  Company  Ltd.  ("VAMED"),   a  Chinese  company,  for  the  contract
manufacture  of  its  current  EECP  system,   subject  to  certain  performance
standards,  as defined. At August 31, 2000, the Company had outstanding purchase
commitments  of $684,000.  The Company  believes that VAMED will be able to meet
the Company's needs for EECP systems.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
--------------------------------------------------------------------------
OPERATIONS
----------
Results of Operations
---------------------
Three Months Ended August 31, 2000 and August 31, 1999
------------------------------------------------------
        The Company  generated  revenues from the sale and lease of EECP systems
of $5,245,000 and $3,019,000 for the  three-month  periods ended August 31, 2000
and August 31, 1999, respectively.  The Company generated earnings of $1,400,000
and  $308,000,  respectively,  (before  deducting  $38,000  in  preferred  stock
dividend  requirements for the three months ended August 31, 1999) for the three
months ended August 31, 2000 and 1999.
        The number of cardiology  practices and hospitals interested in becoming
providers of enhanced external  counterpulsation  (EECP) has increased following
the announcement by the Health Care Financing  Administration (HCFA) in February
1999 of its decision to extend  Medicare  coverage  nationally  to the Company's
noninvasive,  outpatient  treatment  for coronary  artery  disease.  HCFA is the
federal  agency that  administers  the  Medicare  program for  approximately  38
million  beneficiaries.  In addition,  the results of the Company's multicenter,
prospective,  randomized, blinded, controlled clinical study of EECP (MUST-EECP)
were published in the June 1999 issue of the Journal of the American  College of
Cardiology.  Interest in EECP therapy has also been spurred by the  announcement
of the results of the  Company's  one-year  follow-up  quality-of-life  outcomes
study at the American Heart  Association  (AHA) annual meeting in November 1999,
at the American  College of  Cardiology  (ACC) annual  meeting in March 1999 and
other scientific meetings.
     Revenue growth in fiscal 2000 was initially hindered because local Medicare
contractors  established  inappropriate  payment  levels  that did not take into
account the full value of the  resources  health care  providers  must deploy to
deliver EECP therapy.  Consequently,  in November 1999,  HCFA created a specific
code  for  external   counterpulsation  therapy  and  established  a  nationally
applicable allowable charge,  effective on January 1, 2000. The allowable charge
under the new code was based upon a preliminary  determination of Relative Value
Units (RVUs) assigned by HCFA to the resources needed for the  administration of
the  therapy.   Certain  patients  may  require  additional  services,  such  as
evaluation and management, which may be billed separately. The Company estimates
the standard  national  charge to approximate  $130 per session of EECP therapy,
which may be  adjusted by certain  geographic  indices.  This would  result in a
standard charge of $4,550 for a full course of therapy, which typically involves
35 one- hour outpatient sessions. The assigned code will allow EECP providers to
bill Medicare  electronically,  substantially reducing the process for receiving
reimbursement.  Moreover,  in  light  of the  new  payment  instructions,  local
Medicare  contractors  will no longer have the  responsibility  of  establishing
reimbursement  rates.  These  events led to revenue  growth in recent  quarters,
aided by the conversion to financed leases or outright sales of units previously
placed  under rental or  fee-for-use  arrangements.  In July 2000,  the American
Medical Association's  Relative Value Update Committee (RUC), which periodically
reviews  Medicare  reimbursement  levels,  proposed a 20% increase in payment to
Medicare-sponsored  healthcare  providers of EECP? therapy. If approved by HCFA,
the proposed change would increase the national  average payment from $127.42 to
$153.49 per session effective January 1, 2001. In addition,  beginning August 1,
2000,  Medicare coverage will be extended to include EECP treatment  received on
an  outpatient  basis at  hospitals  and  outpatient  clinics  under the new APC
(Ambulatory  Payment  Classification)  system. The national average payment rate
approximates $150 per session.  Management expects the aforementioned  events to
provide a strong foundation for accelerated growth in fiscal 2001.
        Gross margins are dependent on a number of factors, particularly the mix
of EECP units sold and rented during the period,  the ongoing costs of servicing
such units, and certain fixed period costs,  including  facilities,  payroll and
insurance.  Gross  margins  are  furthermore  affected  by the  location  of the
Company's  customers   (including  non-  domestic  business  or  distributorship
arrangements  which,  for discounted  equipment  purchase  prices,  co-invest in
establishing a market for EECP  equipment) and the amount and nature of training
and other  initial  costs  required  to place the EECP  system  in  service  for
customer use. Consequently,  the gross margin realized during the current period
may not be indicative of future margins.
        Selling,  general and administrative (SGA) expenses for the three months
ended August 31, 2000 and 1999 were $2,329,000 and $1,742,000, respectively. The
increases in SGA  expenses of $587,000  from the  comparable  prior- year fiscal
period  resulted  primarily from increases in sales and marketing  personnel and
other selling expenses related to increased revenues.
<PAGE>
        Research and development (R&D) expenses in the three months ended August
31, 2000  increased  by $190,000  from the  comparable  prior-year  period.  The
increase  relates  primarily to continued  product design and development  costs
(including an increase in  personnel),  as well as the initiation of the pivotal
study in heart failure (which received FDA approval in July 2000).
        The  increase in interest  income is the result of larger  average  cash
balances invested during the current period.

Liquidity and Capital Resources
-------------------------------
        The Company has financed its fiscal 2001 and 2000  operations  primarily
from working capital and operating results.  At August 31, 2000, the Company had
a cash balance of $4,457,000 and working  capital of  $9,838,000,  compared to a
cash balance of  $3,058,000  and working  capital of $7,380,000 at May 31, 2000.
The Company's  operating  activities  provided cash of $635,000 and $302,000 for
the three months ended August 31, 2000 and 1999, respectively. Net cash provided
during the three months ended  August 31, 2000  consisted  primarily of earnings
from operations,  increases in accounts payable and accrued expenses,  offset by
increases in accounts receivable and inventories.
        Investing  activities  used net cash of $105,000 and $17,000  during the
three months ended August 31, 2000 and 1999,  respectively.  The principal  uses
were for the purchase of property and equipment. At August 31, 2000, the Company
is in the negotiation  process for the purchase of its present  facilities.  The
purchase price, including  improvements,  is estimated at $1,300,000,  which the
Company intends to finance with a mortgage lender.
        Financing  activities  provided cash of $868,000 and $51,000  during the
three months ended August 31, 2000 and 1999, respectively.  Financing activities
during fiscal 2001 and 2000  consisted  primarily  from the sale of common stock
and receipt of cash proceeds upon the exercise of Company  common stock warrants
by officers,  directors,  employees  and  consultants.  Subsequent to August 31,
2000, the Company received additional cash proceeds of $47,000 from the exercise
of Company common stock options.
        Management  believes  that its  working  capital  position at August 31,
2000, along with the ongoing  commercialization  of the EECP system and possible
further  proceeds  from the  exercise  of  options  and  warrants,  will make it
possible  for the  Company to support  its  internal  overhead  expenses  and to
implement its business plans for at least the next twelve months.


        Except  for  historical   information   contained  herein,  the  matters
discussed are  forward-looking  statements that involve risks and uncertainties.
When used in this report,  words such as  "anticipate",  "believe",  "estimate",
"expect" and "intend" and similar expressions,  as they relate to the Company or
its  management,   identify  forward-looking  statements.  Such  forward-looking
statements  are based on the  beliefs of the  Company's  management,  as well as
assumptions  made  by and  information  currently  available  to  the  Company's
management.  Among  the  factors  that  could  cause  actual  results  to differ
materially are the following: the effect of the dramatic changes taking place in
the healthcare  environment;  the impact of competitive  procedures and products
and  their  pricing;  unexpected  manufacturing  problems  in  foreign  supplier
facilities; unforeseen difficulties and delays in the conduct of clinical trials
and other product development  programs;  the actions of regulatory  authorities
and third-party  payers in the United States and overseas;  uncertainties  about
the acceptance of a novel therapeutic modality by the medical community; and the
risk  factors  reported  from time to time in the  Company's  SEC  reports.  The
Company  undertakes  no  obligation  to update  forward-looking  statements as a
result of future events or developments.
<PAGE>
                        VASOMEDICAL, INC. AND SUBSIDIARY
                        --------------------------------
                          PART II - OTHER INFORMATION
                          ---------------------------

ITEM 1 - LEGAL PROCEEDINGS:

        Previously reported.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS:

        None

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES:

        None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None

ITEM 5 - OTHER INFORMATION:

        None

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K:

        Exhibits:
                No. 27 Financial Data Schedule

        Reports on Form 8-K:
                None
<PAGE>
        In  accordance  with  to the  requirements  of  the  Exchange  Act,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


                                      VASOMEDICAL, INC.

                              By:     /s/ D. Michael Deignan
                                      ----------------------
                                      D. Michael Deignan
                                      President, Chief Executive Officer
                                      and Director (Principal Executive Officer)

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

Date:  September 26, 2000