SecProbe.io

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April 26, 2005

U.S. Securities and Exchange Commission
Washington, D.C. 20549
Mail Stop 0306
Attention:  Ms. Kate Tillan, Assistant Chief Accountant

Re:     Vasomedical, Inc.
        Response to comment letter dated April 12, 2005
        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 Ms. Tillan,

     Vasomedical,  Inc.  ("Vasomedical"  or the  "Company")  has  received  your
correspondence  dated April 12, 2005 and is responding to your comments  herein.
As you have  requested,  we have keyed our  responses to your  comments  and, if
applicable,  have provided supplemental information.  We understand that you may
have additional comments upon your review of our responses.

     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 include  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.

          Response:  Please be advised  supplementally  that we intend to comply
               with these  comments in our Form 10-K for the year ending May 31,
               2005 and have already  included this  disclosure to our Form 10-Q
               for the nine months ended February 28, 2005.

     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.
<PAGE>
Ms. Kate Tillan
U.S. Securities and Exchange Commission
April 26, 2005
Page 2

          Response:  Please be advised  supplementally  that we intend to comply
               with these  comments in our Form 10-K for the year ending May 31,
               2005 and have already provided such additional  disclosure in our
               Form 10-Q for the nine months ended February 28, 2005.

     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
          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.

          Response:  Please be advised  supplementally  that we have adopted the
               provisions  of EITF 00-21,  "Revenue  Arrangements  with Multiple
               Deliverables,"  which  requires  that revenue  arrangements  with
               multiple   deliverables   be  divided  into  separate   units  of
               accounting  based on their  relative fair values,  with different
               provisions  if the  fair  value  is  contingent  on  delivery  of
               specified  items or performance  conditions.  Applicable  revenue
               criteria  should be considered  separately for each separate unit
               of  accounting.  We  determined  that  the  sale of our  external
               counterpulsation  (EECP)  systems  include a combination of three
               elements:   the  equipment  sale,  provision  of  in-service  and
               training services and a service  arrangement  (usually one year),
               which  we  have  described  in  previous  filings  as a  warranty
               contract. The services we provide under the service agreement are
               equal to the  services  provided  under  our post  sale  extended
               service  agreements.  The  service  arrangement  consists  of and
               includes the following during the service period:

               --   Service by factory trained service representatives;
               --   material  and labor  costs for an EECP unit to be  serviced,
                    whether it be for hardware or software;
               --   unlimited emergency and remedial service visits;
               --   one preventative maintenance visit;
               --   software upgrades, if necessary;
               --   technical telephone support;
               --   and "preferred service" response times.

               As such we  recognize  the  associated  revenues,  based upon the
               identifiable   fair  value  of  each.  We  recognize  revenue  on
               equipment sales,  assuming all other criteria have been met, when
               delivery and  acceptance  occurs based on delivery and acceptance
               documentation  received from  independent  shipping  companies or

<PAGE>
Ms. Kate Tillan
U.S. Securities and Exchange Commission
April 26, 2005
Page 3

               customers. We recognize the revenue on training services when the
               services are provided.  We record revenue on service arrangements
               ratably  over the  service  period.  In future  filings,  we will
               clarify our  footnotes  to describe  the service  arrangement  as
               opposed to a warranty contract.

               Our EECP systems contain a software component, which is "embedded
               firmware"   which  we  consider  a  control   program  unique  to
               Vasomedical,  Inc.'s EECP systems.  We believe that this software
               element  is an  incidental  part of  each  system.  The  software
               element within the product is not sold or marketed  separately to
               customers,  and the software cannot operate independently of each
               system.  Furthermore,  the software  development  effort does not
               require  a  significant  cost  to  us  relative  to  the  overall
               development cost of the product. As such, the software we provide
               is secondary  to each system as a whole and our  customers do not
               purchase  our product for the  software  element that is included
               and therefore the software revenue guidance provided in Statement
               Of  Position  97-2,   "Software  Revenue   Recognition,"  is  not
               applicable to our revenues.

               The Company has been separately recording revenue for the sale of
               equipment and warranty for international sales as of September 1,
               2003  under  EITF 00- 21.  The  revenue  and  expense  related to
               international  sales have been minimal to date.  Revenue from the
               sale  of  EECP  systems  to  international  distributors  for the
               nine-month  period  ended  February  28,  2005 was  approximately
               $608,000, or 5% of total revenues for the same nine-month period.
               If the Company  recorded a warranty reserve instead of separating
               the  revenue  deliverables  the net effect of the impact from the
               sale of EECP  systems to  international  distributors  on cost of
               sales would have been increased for the  nine-month  period ended
               February  28, 2005 by  approximately  $5,000,  or less than 1% of
               total cost of sales and revenues  would also have been  increased
               by approximately  $24,500,  or less than 1% of total revenues for
               the  same  period.  Revenue  from  the  sale of EECP  systems  to
               international  distributors  for the nine-month  period beginning
               September  1,  2003 and  ending  May 31,  2004 was  approximately
               $740,000,  or 4% of total  revenues for the same  period.  If the
               Company  recorded a warranty  reserve  instead of separating  the
               revenue  deliverables  the net effect of the impact from the sale
               of EECP systems to  international  distributors  on cost of sales
               would have been  increased for the  nine-month  period  beginning
               September  1,  2003  and  ending  May 31,  2004 by  approximately
               $8,000, or less than 1% of total cost of sales and revenues would
               also have been increased by approximately  $21,000,  or less than
               1% of total  revenues  for the same  period.  Going  forward  the
               Company will follow SFAS 5 for international sales and a warranty
               reserve  will  be  recorded   since  we  do  not  offer   service
               arrangements  at time of sale, we only offer  product  warranties
               covering parts.
<PAGE>
Ms. Kate Tillan
U.S. Securities and Exchange Commission
April 26, 2005
Page 4

               FASB Technical  Bulletin 90-1,  "Accounting for Separately Priced
               Extended Warranty and Product  Maintenance  Contracts"  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.  As  disclosed in our
               filings,  we have deferred revenue related to future  commitments
               under separately  priced extended service  agreements on the EECP
               systems  and  recognize  the  revenue  ratably  over the  service
               period,  generally from one year to four years. Deferred revenues
               related to extended service  agreements are invoiced to customers
               prior to our performance of extended services.  Costs, associated
               with the provision of service and maintenance,  are recognized in
               cost  of  sales  as  incurred.  As  such,  we  believe  that  our
               accounting is in accordance with EITF 00-21 and FTB 90-1.

               As  discussed  in  paragraph  8  of  FTB  90-1,   warranties  are
               explicitly  included within the scope of SFAS 5,  "Accounting for
               Contingencies".  However,  as noted in FTB 90-1 and your comment,
               SFAS 5  addresses  warranty  obligations  that  are  incurred  in
               connection  with the sale of the  product,  that is,  obligations
               that are not  separately  priced or sold but are  included in the
               sale  of  the  product.   As  such,   we  believe  that  we  have
               appropriately accounted for our service arrangements with respect
               to domestic sales, as discussed  above. We do acknowledge that we
               should accrue for warranty  obligations  in  connection  with our
               international  sales,  which include  warranties  that cover only
               parts.

     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.

          Response:  Please be advised  supplementally  that we intend to comply
               with these  comments to our  discussion  on  Critical  Accounting
               Policies under the Revenue  Recognition  section in our Form 10-K
               for the year ending May 31, 2005 and have expanded the discussion
               in our Form 10-Q for the nine months  ended  February 28, 2005 to
               provide  more detail and clarify how we evaluate  acceptance  and
               delivery of our EECP systems plus the  completion  of  in-service
               and training in determining when to recognize revenue as detailed
               below.

               Assuming  all other  criteria for revenue  recognition  have been
               met, we recognize revenue:

          --   for EECP systems when  delivery  and  acceptance  occurs based on
               delivery and acceptance  documentation  received from independent
               shipping companies or customers,
<PAGE>
Ms. Kate Tillan
U.S. Securities and Exchange Commission
April 26, 2005
Page 5

          --   for in-service and training  following  documented  completion of
               the training, and
          --   for service  arrangements  ratably over the service period, which
               is generally one year.

     In-service and training generally occurs within three weeks of shipment and
     our return policy states that no returns will be accepted after  in-service
     and training has been completed.

     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.

          Response:  Please be advised  supplementally  that we intend to comply
               with these  comments to our  discussion  on  Critical  Accounting
               Policies  under the Income Taxes section in our Form 10-K for the
               year ending May 31, 2005 and have expanded the  discussion in our
               Form 10-Q for the nine months ended February 28, 2005 as detailed
               below to fully clarify how we evaluate the deferred tax asset and
               how management determined that it was "more likely than not" that
               the deferred tax asset would be fully utilized.

               As of February 28, 2005,  we had recorded  deferred tax assets of
               $14,582,000 net of a $3,444,520  valuation  allowance  related to