Mail Stop 0306

      April 12, 2005


Via Facsimile and U.S. Mail

Mr. Thomas W. Fry
Chief Financial Officer
Vasomedical, Inc.
180 Linden Avenue
Westbury, NY  11590


	Re:	Vasomedical, Inc.
		Form 10-K for the year ended May 31, 2004
      Filed August 17, 2004
		Form 10-Q for the quarter ended November 30, 2004

      File No. 0-18105


Dear Mr. Fry:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
future
filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Item 9A Controls and Procedures - Page 32

1. In future filings, including filings on Form 10-Q, please
revise
the language used in your disclosure concerning changes in your
internal control over financial reporting to indicate whether
there
was any change to your internal control over financial reporting
that
occurred during the quarter that has materially affected, or that
is
reasonably likely to materially affect, your internal control over
financial reporting, consistent with the language used in amended
Item 308(c) of Regulation S-K.

Consolidated Financial Statements - Page F-1

Consolidated Statements of Earnings - Page F-4

2. We note that you derive income from more than one of the
subcaptions described under Rule 5-03.1 of Regulation S-X. Please
note that you should separately state both revenues and related
costs
for each revenue class which is more than 10 percent of total
revenues. See Rule 5-03(b) of Regulation S-X. Please revise in
future
filings.

Note A - Business Activities and Summary of Significant Accounting
Policies - Page F-7

Revenue Recognition - Page F-7

3. Please note that SFAS 5 addresses warranty obligations that are
incurred in connection with the sale of product, that is,
obligations
that are not separately priced or sold but are included in the
sale
of the product. FTB 90-1 addresses extended warranty and product
maintenance contracts that are priced and sold separately from the
product and concludes that the accounting should recognize the
sale
of the product and the sale of the contract as separate
transactions
regardless of the seller`s pricing and marketing strategy. We note
that you defer a portion of your product sales revenue from
warranty
obligations. Please tell us why and cite the accounting literature
upon which you relied. Discuss why your accounting does not comply
with SFAS 5.

4. Please tell us and disclose in future filings how you evaluate
acceptance and installation provisions for purposes of determining
when to recognize revenue. Also address the significant terms of
your
acceptance and installation provisions.

Note L. Income Taxes - Page F-18

5. Supplementally and in future filings discuss uncertainties
surrounding the realization of the deferred tax asset and material
assumptions underlying your determination that the net asset will
be
realized. If the asset`s realization is dependent on material
improvements over present levels of consolidated pre-tax income,
material changes in the present relationship between income
reported
for financial and tax purposes, or material asset sales or other
nonroutine transactions, describe these assumed future events,
quantified to the extent practicable, in the MD&A. For example,
disclose the minimum annualized rate by which taxable income must
increase during the NOL carryforward period if realization of the
benefit is dependent on taxable income higher than currently
reported.  Also, if significant objective negative evidence
indicates
uncertainty regarding realization of the deferred asset, identify
the
countervailing positive evidence relied upon by management in its
decision not to establish a full allowance against the asset. In
your
response, please address in detail how you considered paragraphs
21 -
25 of SFAS 109 in determining that a valuation allowance of only
$1,908,000 was needed.


*    *    *    *


      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.




      You may contact David Burton, Staff Accountant, at (202)
942-
1808 or me at (202) 942-2861 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Michele
Golhke,
the Branch Chief, at (202) 942-7903.


							Sincerely,


							Kate Tillan
							Assistant Chief Accountant
??

??

??

??

Mr. Thomas Fry
Vasomedical, Inc.
April 12, 2005
Page 4 of 4

4