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 November 30, 1997

[ ] 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 January 12, 1998                    48,300,656
                                                        ----------


     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 Subsidiaries



                                      INDEX


<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION
          
                                                                              Page
                                                                              ----  
     Item 1 - Financial Statements:                                           

<S>                                                                             <C>
          Consolidated Condensed Balance Sheets as of
               November 30, 1997 and May 31, 1997 (Unaudited)                   3

          Consolidated Condensed Statements of Operations for
               the Six and Three Months Ended
               November 30, 1997 and 1996 (Unaudited)                           4

          Consolidated  Condensed  Statement of Changes in Stockholders'
               Equity for the Period from June 1, 1997 to November 30, 1997 
               (Unaudited)                                                      5

          Consolidated Condensed Statements of Cash Flows for the
               Six Months Ended November 30, 1997 and 1996 (Unaudited)          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
</TABLE>

<PAGE>

                       Vasomedical, Inc. and Subsidiaries

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                              November 30,            May 31,
                                                                  1997                 1997
                                                                  ----                 ---- 
         ASSETS
<S>                                                             <C>                 <C>       
CURRENT ASSETS
     Cash and cash equivalents                                  $3,270,905          $1,753,004
     Accounts receivable                                           417,014              56,648
     Inventory                                                     802,901             953,045
     Other current assets                                          134,855              86,063
                                                                 ---------           ---------
         Total current assets                                    4,625,675           2,848,760

PROPERTY AND EQUIPMENT, net                                        275,640             308,204
CAPITALIZED COSTS IN EXCESS OF FAIR
     VALUE OF NET ASSETS ACQUIRED, net                             887,921             994,469
OTHER ASSETS                                                        23,588              23,588
                                                                ----------          ---------- 
                                                                $5,812,824          $4,175,021
                                                                ----------          ---------- 

     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable and accrued expenses                        $196,902            $272,978
     Accrued warranty and customer support expenses                369,000             321,000
     Accrued professional fees                                     527,876             243,062
     Accrued commissions                                           132,478              30,389
     Dividends payable                                              34,657            
                                                                 ---------            --------
         Total current liabilities                               1,260,913             867,429

ACCRUED WARRANTY COSTS                                             280,000             220,000
OTHER LONG-TERM LIABILITIES                                         63,000              66,630

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
     Preferred stock, $.01 par value; 1,000,000
       shares authorized; 75,000 shares at November 30, 1997
       issued and outstanding                                          750
     Common stock,  $.001 par value;  85,000,000 shares  
       authorized;  48,152,059 shares and 46,782,003 shares
       at November 30, 1997 and May 31, 1997, respectively,
       issued and outstanding                                       48,152              46,782
     Additional paid-in capital                                 32,799,744          28,699,219
     Accumulated deficit                                       (28,639,735)        (25,725,039)
                                                                ----------          ----------  
                                                                 4,208,911           3,020,962
                                                                ----------          ---------- 
                                                                $5,812,824          $4,175,021
                                                                ----------          ---------- 
<FN>

The accompanying notes are an integral part of these condensed statements.
</FN>
</TABLE>

<PAGE>


                       Vasomedical, Inc. and Subsidiaries

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

                                              Six months ended                Three months ended
                                              ----------------                ------------------
                                                November 30,                      November 30,
                                                -----------                       -----------
                                             1997            1996              1997             1996
                                             ----            ----              ----             ----
<S>                                       <C>               <C>             <C>             <C>
Revenues
 Equipment sales                          $2,024,416        $982,328        $1,071,879      $     -
 Equipment rentals and services              152,732         288,000            63,513          96,000
                                          ----------       ---------         ---------       ---------
                                           2,177,148       1,270,328         1,135,392          96,000
                                          ----------       ---------         ---------       ---------  

Costs and expenses
 Cost of sales and services                  639,720         484,980           264,880         212,906
 Selling, general and administrative       2,506,533       2,236,318         1,485,494       1,029,281
 Research and development                    948,865         321,396           350,141         171,862
 Depreciation and amortization               182,316         155,416            91,549          79,003
 Interest and financing costs                  1,076           1,907                52             460
 Interest and other income - net             (96,605)       (107,325)          (49,715)        (47,562)
                                           ---------       ---------         ---------       --------- 

                                           4,181,905       3,092,692         2,142,401       1,445,950
                                           ---------       ---------         ---------       ---------

 NET LOSS                                 (2,004,757)     (1,822,364)       (1,007,009)     (1,349,950)

       Deemed dividend on preferred stock   (857,000)           -                 -               -
       Preferred stock dividend requirement  (52,939)           -              (25,405)           -
                                           ---------       ---------         ---------       ---------  

 NET LOSS APPLICABLE TO
    COMMON STOCK                         $(2,914,696)    $(1,822,364)       $(1,032,414)   $(1,349,950)
                                          ----------      ----------        -----------     ----------   


Net loss per common share                      $(.06)          $(.04)            $(.02)          $(.03)
                                               -----           -----             -----           -----   
                                                  

Weighted average common shares
 outstanding                              47,417,151      46,440,736          47,811,782    46,630,996
                                          ----------      ----------          ----------    ----------









<FN>

The accompanying notes are an integral part of these condensed statements.
</FN>
</TABLE>

<PAGE>


                       Vasomedical, Inc. and Subsidiaries

       CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (unaudited)

                                                           
<TABLE>
<CAPTION>
                                                                                                                       Total
                                                                                     Additional                        stock-
                                      Preferred Stock             Common stock         paid-in       Accumulated      holders'
                                    Shares       Amount       Shares       Amount      capital         deficit         equity
                                    ------       ------       ------       ------    ----------      -----------      -------- 

<S>                                  <C>        <C>         <C>           <C>        <C>            <C>              <C>
Balance at June 1, 1997                 -         -         46,782,003    $46,782    $28,699,219    $(25,725,039)    $3,020,962

Issuance of preferred stock          150,000    $1,500                                 2,816,400                      2,817,900
Conversion of preferred stock        (75,000)     (750)        841,714        842            (92)                        -
Exercise of options and warrants                               518,406        518        408,945                        409,463
Deemed dividend on preferred stock                                                       857,000        (857,000)        -
Preferred stock dividend requirement                             9,936         10         18,272         (52,939)       (34,657)
Net loss                                                                                              (2,004,757)    (2,004,757)
                                      -------     -----     ----------    -------    -----------    ------------     ----------
                                   
Balance at November 30, 1997           75,000      $750     48,152,059    $48,152    $32,799,744    $(28,639,735)    $4,208,911
                                      -------     -----     ----------    -------    -----------    ------------     ----------






















<FN>

The accompanying notes are an integral part of this condensed statement.
</FN>
</TABLE>

<PAGE>


                       Vasomedical, Inc. and Subsidiaries

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>

                                                     Six months ended November 30,
                                                     -----------------------------
                                                       1997                 1996
                                                       ----                 ----
<S>                                                 <C>                 <C>         
Cash flows from operating activities
  Net loss                                          $(2,004,757)        $(1,822,364)
                                                    -----------         -----------
  Adjustments to reconcile net loss
  to net cash used in operating activities
  Depreciation and amortization                         182,316             155,416
  Provision for doubtful accounts                                           200,000
  Amortization of deferred compensation                                      84,906
  Changes in operating assets and liabilities
  Accounts receivable                                  (360,366)             98,898
  Inventory                                             150,144            (238,573)
  Other current assets                                  (48,792)             19,585
  Accounts payable, accrued expenses and 
      other current liabilities                         358,827            (312,823)
    Other liabilities                                    56,370              77,000
                                                      ---------           ---------  
                                                        338,499              84,409
                                                      ---------           ---------  
     Net cash used in operating activities           (1,666,258)         (1,737,955)
                                                      ---------           --------- 

  Cash flows from investing activities
  Purchase of property and equipment                    (43,204)           (139,653)
                                                       --------           --------- 
     Net cash used in investing activities              (43,204)           (139,653)
                                                       --------           ---------

Cash flows from financing activities
  Proceeds from exercise of options and warrants        409,463             890,024
  Debt conversion fees                                                      (10,000)
  Proceeds from issuance of preferred stock, net      2,817,900            
                                                      ---------             -------
Net cash provided by financing activities             3,227,363             880,024
                                                      ---------             -------

      NET INCREASE (DECREASE) IN
        CASH AND CASH EQUIVALENTS                      1,517,901           (997,584)
Cash and cash equivalents - beginning of period        1,753,004          4,447,806
                                                      ----------         ---------- 
Cash and cash equivalents - end of period             $3,270,905         $3,450,222
                                                      ----------         ---------- 


Non-cash investing and financing activities:
Deemed dividend on preferred stock                      $857,000
Issuance of common stock upon conversion of debt                         $3,344,575






<FN>

The accompanying notes are an integral part of these condensed statements.
</FN>
</TABLE>

<PAGE>


                       Vasomedical, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                November 30, 1997
                                   (unaudited)

NOTE A - BASIS OF PRESENTATION

     The  consolidated  condensed  balance sheet as of November 30, 1997 and the
related  consolidated  condensed  statements  of  operations  for the  six-  and
three-month  periods ended November 30, 1997 and 1996,  changes in stockholders'
equity for the six month period ended November 30, 1997 and cash flows for the
six-month  periods  ended  November  30,  1997 and 1996  have been  prepared  by
Vasomedical, Inc. and Subsidiaries (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 as of November
30, 1997 and for all periods presented have been made.
     Certain  information  and  footnote   disclosures,   normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles, 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,  1997.  Results  of
operations for the periods ended November 30, 1997 and 1996 are not  necessarily
indicative of the operating results expected for the full year.


NOTE B - STOCKHOLDERS' EQUITY

     On June 25, 1997,  the Company  issued  150,000  shares of newly created 5%
Series B Convertible Preferred Stock, $.01 par value, to one accredited investor
pursuant to Regulation D under the  Securities Act of 1933 at a price of $20 per
share, for net cash proceeds approximating $2,800,000. The convertible preferred
stock is convertible into common stock of the Company at an effective conversion
price of the lower of (i) $2.18 or (ii) 85% of the  average  closing  bid of the
Company's common stock for the five (5) trading days  immediately  preceding the
conversion date, as defined in the Certificate of Designation of the convertible
preferred  stock.  In  addition,  five-year  warrants  were issued  granting the
investor  one  warrant  for every five  shares of common  stock  which  would be
issuable under the convertible preferred stock at an exercise price of $2.18 per
share, as defined.
     The Company  recorded a deemed dividend of $857,000 in the first quarter of
fiscal 1998, representing the discount resulting from the allocation of proceeds
to the  beneficial  conversion  feature  and the fair  value  of the  underlying
warrants.  Such deemed dividend was recognized from the date of issuance through
the date such preferred stock was first convertible.
     In the first two quarters of fiscal 1998,  75,000 shares of preferred stock
were  converted  into  841,714  shares  of common  stock.  Also in the first two
quarters,  options and warrants to purchase  518,406 shares of common stock were
exercised,  aggregating  $409,000.  (Subsequent  to the second  quarter,  11,750
shares of preferred stock were converted into 148,597 shares of common stock.)
     On December 4, 1997, the  authorized  number of common shares was increased
from 85,000,000 to 110,000,000.

<PAGE>


                       Vasomedical, Inc. and Subsidiaries

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
                                November 30, 1997
                                   (unaudited)

NOTE C - COMMITMENTS AND CONTINGENCIES

Employment Agreements
---------------------
     Approximate aggregate minimum annual compensation  obligations under active
employment agreements at November 30, 1997, are summarized as follows:
<TABLE>
<CAPTION>

          Twelve months ended November 30,       Amount
          -------------------------------        ------
<S>                    <C>                      <C>     
                       1998                     $382,000
                       1999                       34,000
                                                --------  
                                                $416,000
                                                --------  
</TABLE>

SEC Investigation
-----------------
     In  February  1995,  the  Company  received a subpoena  duces  tecum by the
broker-dealer  branch of the Northeast  Regional  Office of the  Securities  and
Exchange  Commission  ("SEC")  requesting  certain  documents  from the  Company
pursuant to a formal order of private  investigation in connection with possible
registration and reporting violations. The Company has complied with the request
for such documents.  Whatever the ultimate  objectives of the SEC's fact-finding
inquiry may be, the Company intends to cooperate as the investigation  proceeds.
As stated in the subpoena,  the "investigation is confidential and should not be
construed as an  indication  by the SEC or its staff that any  violations of law
have  occurred,  nor should it be  interpreted  as an adverse  reflection on any
person,  entity or security." This  investigation is in its early stages and the
Company is unable to determine the likelihood of an  unfavorable  outcome or the
existence or amount of any potential loss.

     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(R)  systems.  The  complaint  seeks  damages  in  the  approximate  sum  of
$50,000,000,  declaratory  relief and punitive  damages.  The Company denies the
existence of any agreement, believes that the complaint is frivolous and without
merit and is vigorously  defending  the claims as well as asserting  substantial
counterclaims.  This  matter is in its  preliminary  stages  and the  Company is
unable to determine the likelihood of an unfavorable outcome or the existence or
amount of any potential loss.

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
--------------------------------------------------------------------------
OPERATIONS
----------

Results of  Operations  
---------------------  
Six and Three  Months  Ended November 30, 1997 and 1996
-------------------------------------------------------
     The Company  generated  revenues from the sale and lease of EECP(R) systems
of  $2,177,000  and  $1,135,000  and  $1,270,000  and  $96,000  for the six- and
three-month periods ended November 30, 1997 and 1996, respectively.  The Company
incurred  net losses of  $2,005,000  and  $1,822,000  for the six  months  ended
November 30, 1997 and 1996,  respectively (excluding the fiscal 1998 recognition
of an $857,000 deemed dividend on preferred stock which represented the discount
resulting from the allocation of proceeds to the beneficial  conversion  feature
and  the  fair  value  of the  underlying  warrants,  and  $53,000  in  dividend
requirements, in connection with the Company's June 1997 financing). The Company
incurred  net losses of  $1,007,000  and  $1,350,000  for the three months ended
November 30, 1997 and 1996,  respectively (excluding the fiscal 1998 recognition
of $25,000 in dividend  requirements  in connection with the Company's June 1997
financing).  The Company has generated  increasing  revenues in each of its last
four  quarterly  periods as the number of EECP(R)  units  purchased or rented by
treatment  centers is growing.  Although there can be no assurances that EECP(R)
devices  will  become a  commercial  success,  the  Company  expects to generate
increasing revenues in fiscal 1998,  including the expansion of EECP(R) sales in
international  markets.  Management  believes  that  the  number  of  cardiology
practices and hospitals  interested in becoming providers of EECP(R) therapy has
increased  substantially  following  the  announcement  of  the  results  of the
Company's  multicenter  clinical study at the American Heart Association meeting
in  November  1997  (which  data  are  expected  to  be  published  in  a  major
peer-reviewed journal in 1998).

     Gross margins are dependent on a number of factors, particularly the mix of
EECP(R)  units sold and rented  during the period,  and by certain  fixed period
costs,   including  facilities,   payroll  and  insurance.   Gross  margins  are
furthermore  affected by the location of the Company's  customers and the amount
and nature of training  and other  initial  costs  required to place the EECP(R)
system in service for  customer  use.  Accordingly,  the gross  margin  realized
during the current period may not be indicative of future margins.

     Selling,  general  and  administrative  (SGA)  expenses  for the  six-  and
three-month  periods  ended  November  30,  1997  and  1996  were  approximately
$2,507,000 and  $2,236,000,  and $1,485,000 and  $1,029,000,  respectively.  The
$270,000  increase in SGA expenses for the comparable  six-month period resulted
primarily  from  increases  in  marketing  expenses  related to programs for the
dissemination  of  the  aforementioned   multicenter  study's  results  and  for
promotional  materials,  as well as expenses incurred in extending the marketing
of EECP(R) systems to  international  markets,  offset by $120,000  reduction in
commission expenses as a result of certain  current-period  sales not subject to
commissions  and a $200,000 bad debt expense  charged in the prior  period.  The
$456,000 increase in SGA expenses for the comparable three-month period resulted
primarily  from  increases  in  marketing  expenses  related to programs for the
dissemination  of  the  aforementioned   multicenter  study's  results  and  for
promotional  materials,  as well as expenses incurred in extending the marketing
of EECP(R) systems to  international  markets,  offset by $120,000  reduction in
commission expenses as a result of certain  current-period  sales not subject to
commissions and a $100,000 bad debt expense charged in the prior period.
<PAGE>
     Research and development (R&D) expenses increased $627,000 and $178,000 for
the six and three months ended  November 30, 1997 compared to the prior periods.
The increases are a result of commitments and expenses  related to the Company's
multicenter  clinical  study of EECP(R)  which was  completed in July 1997,  the
initiation  of the  development  of the  next-generation  model  of the  EECP(R)
system,  and  expenses  related to a  continuing  quality-of-life  and  resource
utilization  study  started in parallel  with the  multicenter  clinical  study.
Expenses related to this study (which includes a long-term  follow-up phase), to
the development of the new model of the EECP(R) system and to the  establishment
of new indications are expected to continue in fiscal 1998.


Liquidity and Capital Resources
-------------------------------
     Working capital at November 30, 1997 increased  $1,384,000 to $3,365,000 as
compared to $1,981,000 at May 31, 1997,  principally as a result of net proceeds
from the issuance of convertible preferred stock and the exercise of options and
warrants,  offset by  continuing  operating  losses.  During  the  period  ended
November  30, 1997,  the Company  generated  net  proceeds of $409,000  from the
exercise of common stock options and purchase warrants.

     In March 1996,  the Company  entered  into an  exclusive  agreement  with a
medical  equipment  finance  company  whereby  this third  party will  purchase,
subject to credit approval, the EECP(R) system on a non-recourse basis and lease
the system to the Company's customers.  During fiscal 1997 and the first half of
fiscal 1998, approximately 54% and 30%, respectively,  of the Company's revenues
were derived through such transactions. Although there can be no certainty about
future revenues generated through these transactions,  the Company believes that
these  transactions  will  contribute to expected  growing  revenues and working
capital in the future.

     On June 25, 1997,  the Company  issued  150,000  shares of newly created 5%
Series B Convertible  Preferred  Stock to one accredited  investor at a price of
$20  per  share,  realizing  net  cash  proceeds  of  approximately  $2,800,000.
Dividends  due on such  preferred  stock are expected to be payable in shares of
the  Company's  common  stock.  At December 31, 1997,  approximately  60% of the
preferred stock issued was converted into common stock.

     Management  believes that its present working capital  position at November
30,  1997,  along with the ongoing  commercialization  of the EECP(R)  system in
domestic and international markets, some units of which will be purchased by the
aforementioned  medical equipment finance company, will make it possible for the
Company to support its internal  overhead expenses and to implement its business
plans at least through November 30, 1998.

     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.

<PAGE>


                                VASOMEDICAL, INC.
                                AND SUBSIDIARIES
                                ----------------

                           PART II - OTHER INFORMATION
                           ---------------------------

ITEM 1 - LEGAL PROCEEDINGS:

     Previously reported.

ITEM 2 - CHANGES IN SECURITIES:

     None

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES:

     None

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

     A. The registrant  held its Annual Meeting of  Stockholders  on December 4,
1997.

     B. Not applicable.

     C. Two  directors  were elected at the Annual  Meeting to serve in Class II
until the Annual Meeting of  Stockholders  for fiscal 2000.  They are Abraham E.
Cohen and John C.K.  Hui.  The  minimum  number of votes  cast in favor of their
elections was 35,444,173.

     The other matters voted upon and the votes cast are as follows:

     1) Amendment of the Certificate of Incorporation to increase the authorized
shares of common stock from 85,000,000 to 110,000,000
          Votes For:  34,322,216;  Votes Against:  1,166,122;  Votes  Abstained:
          121,954

     2) Adoption of a 1997 Stock Option Plan
          Votes For:  32,204,259;  Votes against:  2,199,455;  Votes  Abstained:
          189,281

     3)  Ratification  of the appointment of Grant Thornton LLP as the Company's
independent certified public accountants for the fiscal year ended May 31, 1998.
          Votes  For:  35,330,749;  Votes  Against:  152,197;  Votes  Abstained:
          127,346

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/ Anthony Viscusi
                              ---------------------------------------------
                              President and CEO (Principal Executive Officer)

                              /s/ Joseph Giacalone
                              ---------------------------------------------- 
                              Treasurer (Principal Financial 
                                         and Accounting Officer)


Date:  January 14, 1998