Ownership Submission
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 *
COHEN ABRAHAM
   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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
CHUGAI PHARMA, USA, 444 MADISON AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
09/09/2008
(Street)

NEW YORK, NY 10122		 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               983,254 D  
Common Stock 09/09/2008   A   325,000 A (4) 1,308,254 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
1999 Stock Option Plan $ 0.09 11/02/2006   A   150,000     (3) 11/01/2016 Common Stock 150,000 $ 0.09 150,000 D  
1999 Stock Option Plan $ 0.95 10/28/2004   A   25,000     (1) 10/27/2014 Common Stock 25,000 $ 0.95 25,000 D  
1999 Stock Option Plan, as amended Right to Buy $ 1.04 09/21/2004   A   385,000   09/21/2004 09/20/2009 Common Stock 385,000 $ 1.04 385,000 D  
1999 Stock Option Plan, as amended Right to Buy $ 1.31 02/20/2004   A   25,000     (2) 10/29/2013 Common Stock 25,000 $ 1.31 25,000 D  
1999 Stock Option Plan, as amended Right to Buy $ 1 12/18/2002   A   15,000     (2) 12/17/2012 Common Stock 15,000 $ 1 15,000 D  
1999 Stock Option Plan, as amended Right to Buy $ 3.13 10/10/2001   A   15,000     (2) 10/09/2011 Common Stock 15,000 $ 3.13 15,000 D  
1999 Stock Option Plan, as amended Right to Buy $ 3.875 10/11/2000   A   15,000     (2) 10/10/2010 Common Stock 15,000 $ 3.875 15,000 D  
1997 Stock Option Plan, as amended Right to Buy $ 0.875 01/05/1999   A   40,000   01/05/1999 01/04/2009 Common Stock 40,000 $ 0.875 40,000 D  
Outside Directors Stock Option Plan Right to Buy $ 1.77 06/01/1997   A   5,650   05/31/1998 05/31/2007 Common Stock 5,650 $ 1.77 5,650 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COHEN ABRAHAM
CHUGAI PHARMA, USA
444 MADISON AVENUE
NEW YORK, NY 10122		   X      

Signatures

 /s/ Abraham E. Cohen   10/22/2008
**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) Directors' annual fee.
(2) Options vest in three equal annual iinstallments.
(3) One-third vesting immediately, one-third in one year and one-third in two years.
(4) Director fees.

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