SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

                         Date of Report: April 28, 2006
                        (Date of earliest event reported)

                               VASOMEDICAL, INC.
             (Exact name of registrant as specified in its charter)


    Delaware                  0-18105                11-2871434
(State or other             (Commission           (IRS Employer
 jurisdiction of             File Number)          Identification
 incorporation)                                      Number)


 180 Linden Avenue, Westbury, New York                 11590
(Address of principal executive offices)            (Zip Code)



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


                                 Not applicable
         (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act(17 CFR 240.14d-2(b)

[  ]  Pre-commencement communications pursuant to Rule 13e-4c under the
      Exchange Act (17 CFR 240.13e-4c)




Item 3.01  Notice of Delisting or Failure to Satisfy a Continued Listing
           Rule or Standard; Transfer of Listing.

     By letter dated April 28, 2006, the Company received  written  notification
from Nasdaq that it has failed to comply with the minimum bid price  requirement
for continued  listing set forth in  Marketplace  Rule  4310(c)(4)  and that its
securities are,  therefore,  subject to delisting from The Nasdaq Capital Market
effective  at the opening of business on May 9, 2006.

     The  Company has the right to request a hearing  before the Nasdaq  Listing
Qualifications  Panel to review the Nasdaq Staff  Determination at which time it
must  present  a  plan  of  compliance   with  the  Nasdaq   continued   listing
requirements.  The Company will determine if it will request a hearing to review
the Staff  Determination  or apply for  immediate  listing  on the OTC  Bulletin
Board.

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                  VASOMEDICAL, INC.

                                  By:  /s/ Thomas Glover
                                       Thomas Glover
                                       President and Chief Executive Officer


Dated:   May 4, 2006