FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SRYBNIK SIMON   2. Issuer Name and Ticker or Trading Symbol VASOMEDICAL INC [VASO.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 140 53RD STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/23/2008 (Street) BROOKLYN, NY 11232 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               21,428,572 I By Kerns Manufacturing Corp. (1) Common Stock 12/23/2008   A   3,000,000 A (2) 9,990,840 I By Living Data Technology Corporation (3) Common Stock               250,000 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

2004 Stock Option/Stock Issuance Plan

$ 0.12

(4)

07/25/2017

Common Stock

150,000

150,000

D

Warrant (right to buy)

$ 0.08

06/21/2007

06/20/2012

Common Stock

4,285,714

4,285,714

I

By Kerns Manufacturing Corp. (5)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SRYBNIK SIMON 140 53RD STREET BROOKLYN, NY 11232	X	X

Signatures

/s/ Simon Srybnik		12/23/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reporting person and his brother Louis Srybnik are the sole directors and the Chairman of the Board and President, respectively, of the record holder of these shares. They also are the sole shareholders of the record holder, each holding 50% of the shares. The reporting person, accordingly, shares with his brother voting and dispositive powers over these shares and, as a result, may be deemed to be the co-beneficial owner thereof.
(2)	The shares were issued to the record holder in consideration of its granting to the Issuer world-wide distribution rights to its products, the Issuer already having distribution rights in the United States.
(3)	The reporting person and his brother Louis Srybnik are the sole directors and officers of the record holder of these shares. They also each own 35% of the outstanding shares of the record holder or together 70%. The reporting person, accordingly, shares with his brother voting and dispositive powers over these shares and, as a result, may be deemed to be the co-beneficial owner thereof.
(4)	Immediately.
(5)	See Note (1) as to why the reporting person may be deemed to be the co-beneficial owner of this warrant.

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