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 February 28, 1998

[ ] 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 April 14, 1998                     48,407,866
                                                       ----------

     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



PART I - FINANCIAL INFORMATION

    Item 1 - Financial Statements:                                          Page
                                                                            ----
         Consolidated Condensed Balance Sheets as of
              February 28, 1998 and May 31, 1997 (Unaudited)                  3

         Consolidated Condensed Statements of Operations for
              the Nine and Three Months Ended
              February 28, 1998 and 1997 (Unaudited)                          4

         Consolidated Condensed Statement of Changes in Stockholders'
              Equity for the Nine Months Ended February 28, 1998 (Unaudited)  5

         Consolidated Condensed Statements of Cash Flows for the
              Nine Months Ended February 28, 1998 and 1997 (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

<PAGE>
                       Vasomedical, Inc. and Subsidiaries

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                               February 28,     May 31,
                                                                      1998        1997
                                                                      ----        ----
<S>                                                             <C>           <C>
        ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                   $2,048,517    $1,753,004
    Accounts receivable                                            815,277        56,648
    Inventory                                                      789,273       953,045
    Other current assets                                           250,445        86,063
                                                                ----------    ---------- 
        Total current assets                                     3,903,512     2,848,760

PROPERTY AND EQUIPMENT, net                                        291,738       308,204
CAPITALIZED COSTS IN EXCESS OF FAIR
     VALUE OF NET ASSETS ACQUIRED, net                             834,647       994,469
OTHER ASSETS                                                        23,991        23,588
                                                                ----------    ----------
                                                                $5,053,888    $4,175,021
                                                                ----------    ---------- 
    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Accounts payable and accrued expenses                         $238,007      $272,978
    Accrued warranty and customer support expenses                 240,000       321,000
    Accrued professional fees                                      521,311       243,062
    Accrued commissions                                             60,796        30,389
    Dividends payable                                               44,057     
                                                                ----------    ---------- 
        Total current liabilities                                1,104,171       867,429

ACCRUED WARRANTY COSTS                                             409,000       220,000
OTHER LONG-TERM LIABILITIES                                         69,000        66,630

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
    Preferred stock, $.01 par value; 1,000,000
      shares authorized; 61,500 shares at February 28, 1998
      issued and outstanding                                           615
    Common stock, $.001 par value;  110,000,000  shares  authorized;
      48,374,500 shares and 46,782,003 shares at February 28, 1998
      and May 31, 1997, respectively, issued and outstanding        48,374        46,782
    Additional paid-in capital                                  32,881,977    28,699,219
    Accumulated deficit                                        (29,459,249)  (25,725,039)
                                                                ----------    ---------- 
                                                                 3,471,717     3,020,962
                                                                ----------    ---------- 
                                                                $5,053,888    $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>
                                            Nine months ended           Three months ended
                                            -----------------           ------------------ 
                                                 February 28,               February 28,
                                                 -----------                ----------- 
                                               1998           1997          1998          1997
                                               ----           ----          ----          ----
<S>                                      <C>            <C>            <C>            <C>     
Revenues
 Equipment sales                         $3,650,080     $1,275,150     $1,625,664     $292,822
 Equipment rentals and services             205,231        367,912         52,499       79,912
                                         ----------     ----------     ----------     --------
                                          3,855,311      1,643,062      1,678,163      372,734
                                         ----------     ----------     ----------     --------
Costs and expenses
 Cost of sales and services               1,063,367        728,871        423,647      243,891
 Selling, general and administrative      4,175,189      3,293,141      1,668,656    1,056,823
 Research and development                 1,279,966        618,142        331,101      296,746
 Depreciation and amortization              275,179        239,918         92,863       84,502
 Interest and financing costs                 1,546          3,750            470        1,843
 Interest and other income - net           (132,385)      (143,392)       (35,780)     (36,067)
                                          ---------     ----------     ----------    ---------
                                          6,662,862      4,740,430      2,480,957    1,647,738
                                          ---------     ----------     ----------    ---------
NET LOSS                                 (2,807,551)    (3,097,368)      (802,794)  (1,275,004)

  Deemed dividend on preferred stock       (857,000)             -              -            -
  Preferred stock dividend requirement      (69,659)             -        (16,720)           -
                                          ---------     ----------     ----------     --------   
NET LOSS APPLICABLE TO
 COMMON STOCK                           $(3,734,210)   $(3,097,368)     $(819,514) $(1,275,004)
                                        -----------    -----------      ---------  -----------

Net loss per common share (basic and 
 diluted)                                     $(.08)         $(.07)         $(.02)       $(.03)
                                              -----          -----          -----        -----

Weighted average common shares
 outstanding                             47,689,862     46,542,928     48,235,284   46,747,312
                                         ----------     ----------     ----------   ----------




<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         (88,500)      (885)     1,009,594      1,010            (125)                             -
Exercise of options and warrants                                568,406        568         483,895                        484,463
Deemed dividend on preferred stock                                                         857,000        (857,000)             -
Preferred stock dividend requirement                             14,497         14          25,588         (69,659)       (44,057)
Net loss                                                                                                (2,807,551)    (2,807,551)
                                      -------      -----     ----------    -------      -----------   ------------     ----------
Balance at February 28, 1998           61,500       $615     48,374,500    $48,374      $32,881,977   $(29,459,249)    $3,471,717
                                      -------      -----     ----------    -------      -----------   ------------     ----------




















<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>
                                                    Nine months ended February 28,
                                                    -----------------------------
                                                          1998              1997
                                                          ----              ----
<S>                                                 <C>              <C>
Cash flows from operating activities
  Net loss                                          $(2,807,551)     $(3,097,368)
                                                    -----------      -----------
  Adjustments to reconcile net loss
    to net cash used in operating activities
      Depreciation and amortization                     275,179          239,918
      Provision for doubtful accounts                                    200,000
      Amortization of deferred compensation                              127,359
  Changes in operating assets and liabilities
        Accounts receivable                            (758,629)         556,026
        Inventory                                       163,772         (491,309)
        Other current assets                           (164,382)          38,017
        Other assets                                       (403)
        Accounts payable, accrued expenses and
         other current liabilities                      192,685         (140,060)
        Other liabilities                               191,370          103,000
                                                    -----------      -----------         
                                                       (100,408)         632,951
                                                    -----------      -----------   
     Net cash used in operating activities           (2,907,959)      (2,464,417)
                                                    -----------      -----------
Cash flows from investing activities
  Purchase of property and equipment                    (98,891)        (193,472)
                                                    -----------      -----------
Net cash used in investing activities                   (98,891)        (193,472)
                                                    -----------      -----------
Cash flows from financing activities
  Proceeds from exercise of options and warrants        484,463          919,416
  Debt conversion fees                                                   (10,000)
  Proceeds from the financing of operating leases                        118,320
  Proceeds from issuance of preferred stock, net      2,817,900     
                                                    -----------      -----------
Net cash provided by financing activities             3,302,363        1,027,736
                                                    -----------      -----------

      NET INCREASE (DECREASE) IN
        CASH AND CASH EQUIVALENTS                       295,513       (1,630,153)
Cash and cash equivalents - beginning of period       1,753,004        4,447,806
                                                     ----------       ----------  
Cash and cash equivalents - end of period            $2,048,517       $2,817,653
                                                     ----------       ----------  

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
                                February 28, 1998
                                   (unaudited)

NOTE A - BASIS OF PRESENTATION
    The  consolidated  condensed  balance  sheet as of February 28, 1998 and the
related  consolidated  condensed  statements  of  operations  for the  nine- and
three-month  periods ended February 28, 1998 and 1997,  changes in stockholders'
equity for the nine-month  period ended February 28, 1998 and cash flows for the
nine-month  periods  ended  February  28,  1998 and 1997 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 February
28, 1998 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 February 28, 1998 and 1997 are not  necessarily
indicative of the operating results expected for the full year.

NOTE B   EARNINGS PER SHARE
    In the third  quarter of fiscal  1998,  the  Company  adopted  Statement  of
Financial Accounting  Standards No. 128 ("SFAS No. 128"),  "Earnings Per Share,"
which supercedes  Accounting Principle Board Opinion No. 15. Under SFAS No. 128,
earnings per common share is computed by dividing net income available to common
stockholders  by the weighted  average number of shares  outstanding  during the
period.  Diluted  earnings per share reflect the  potential  dilution that could
occur if securities or other  contracts to issue common stock were  exercised or
converted into common stock or resulted in the issuance of common stock. For the
three- and  nine-month  periods  ended  February 28, 1998 and 1997,  there is no
difference between basic and diluted net loss per share or between the basic and
net loss per share as previously  reported.  Potential  common shares from stock
options and  convertible  preferred  stock are  excluded  in computed  basic and
diluted net loss per share as their effects would be antidilutive.

NOTE C - 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.
    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)
                                February 28, 1998
                                   (unaudited)

NOTE C   STOCKHOLDERS' EQUITY (continued)
    In the first three quarters of fiscal 1998, 88,500 shares of preferred stock
were converted into  1,009,594  shares of common stock.  Also in the first three
quarters,  options and warrants to purchase  568,406 shares of common stock were
exercised,  aggregating $484,000. (Subsequent to the third quarter, 2,500 shares
of preferred stock were converted into 32,231 shares of common stock.)
    On March 12, 1998,  the  Company's  Board of  Directors  approved a grant of
stock  options  under the 1997 Stock Option Plan to certain  outside  directors,
officers and employees to purchase  100,000  shares,  602,500 shares and 252,000
shares, respectively, of the Company's common stock at $1.91 per share.

NOTE D - COMMITMENTS AND CONTINGENCIES
Employment Agreements
---------------------
    Approximate  aggregate minimum annual compensation  obligations under active
employment agreements at February 28, 1998, and including modifications approved
by the Board of Directors on March 12, 1998, are summarized as follows:
<TABLE>
<CAPTION>
         Twelve months ended February 28,       Amount
         -------------------------------        ------ 
                              <S>             <C>     
                              1999            $569,000
                              2000             569,000
                              2001             498,000
                              2002             128,000
                                            ---------- 
                                            $1,764,000
                                            ---------- 
</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 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
---------------------
Nine and Three Months Ended February 28, 1998 and 1997
------------------------------------------------------
    The Company  generated  revenues  from the sale and lease of EECP systems of
$3,855,000  and  $1,678,000  and  $1,643,000  and  $373,000  for the  nine-  and
three-month periods ended February 28, 1998 and 1997, respectively.  The Company
incurred  net losses of  $2,808,000  and  $3,097,000  for the nine months  ended
February 28, 1998 and 1997,  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  $70,000  in  dividend
requirements, in connection with the Company's June 1997 financing). The Company
incurred  net losses of  $803,000  and  $1,275,000  for the three  months  ended
February 28, 1998 and 1997,  respectively (excluding the fiscal 1998 recognition
of $17,000 in dividend  requirements  in connection with the Company's June 1997
financing).  The Company has generated  increasing  revenues in each of its last
five  quarterly  periods  as the  number of EECP  units  purchased  or rented by
treatment  centers is growing.  Although  there can be no  assurances  that EECP
devices  will  become a  commercial  success,  the  Company  expects to generate
increasing  revenues  in fiscal  1998.  Management  believes  that the number of
cardiology  practices  and hospitals  interested  in becoming  providers of EECP
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) and additional reports presented at the American
College of Cardiology meeting at the end of March 1998.

    Gross margins are dependent on a number of factors,  particularly the mix of
EECP 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 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  nine- and
three-month  periods  ended  February  28,  1998  and  1997  were  approximately
$4,175,000 and  $1,669,000,  and $3,293,000 and  $1,057,000,  respectively.  The
$882,000  increase in SGA expenses in fiscal 1998 from the nine-month  period in
fiscal 1997 resulted  primarily from increases in marketing  expenses related to
programs for the dissemination of the aforementioned multicenter study's results
and for promotional  materials,  and the expansion of the Company's direct sales
force,  offset by a $200,000 bad debt expense charged in the prior-year  period.
The $612,000 increase in SGA expenses in fiscal 1998 from the three-month period
in fiscal 1997 resulted  primarily from increases in marketing  expenses related
to programs for the  dissemination  of the  aforementioned  multicenter  study's
results and for promotional  materials,  an increase in commission  expense as a
result of increasing  sales, and the two-fold  expansion of the Company's direct
sales force in January 1998.

    Research and development (R&D) expenses  increased  $662,000 and $34,000 for
the nine and three months ended February 28, 1998 compared to the prior periods.
The increases are a result of commitments and expenses  related to the Company's
multicenter  clinical  study of EECP  which  was  completed  in July  1997,  the
initiation of the development of the  next-generation  model of the EECP 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 system and to the  establishment of new indications
are expected to continue in fiscal 1998.
<PAGE>
Liquidity and Capital Resources
-------------------------------
    Working  capital at February 28, 1998  increased  $818,000 to  $2,799,000 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
February  28, 1998,  the Company  generated  net  proceeds of $484,000  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 system on a non-recourse  basis and lease
the system to the  Company's  customers.  During fiscal 1997 and the first three
quarters  of  fiscal  1998,  approximately  54% and  18%,  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  $2,818,000.
Dividends  due on such  preferred  stock are expected to be payable in shares of
the  Company's  common  stock.  At  March  31,  1998,  approximately  61% of the
preferred stock issued was converted into common stock.

    Management  believes that its present working  capital  position at February
28,  1998,  along  with the  ongoing  commercialization  of the EECP  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 February 28, 1999.

    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:

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


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


Date:  April 14, 1998