Sec Form 4 Filing - FRY THOMAS W @ VASOMEDICAL INC - 2006-04-04

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 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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1. Name and Address of Reporting Person FRY THOMAS W 2. Issuer Name and Ticker or Trading Symbol VASOMEDICAL INC [ VASO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O VASOMEDICAL, INC., 180 LINDEN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 04/04/2006 (Street) WESTBURY, NY11590 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 8,000 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Plan Right to Buy $ 0.22 04/04/2006 A 200,000 04/04/2006 04/03/2016 Common Stock 200,000 $ 0.22 200,000 D 2004 Stock Option Plan -Right to Buy $ 0.58 09/21/2005 A 80,000 ( 1 ) 09/20/2015 Common Stock 80,000 $ 0.58 80,000 D 2004 Stock Option Plan Right to Buy $ 0.57 05/31/2006 06/22/2015 Common Stock 28,244 28,244 D 1999 Stock Option Plan - Right to Buy $ 1.11 ( 2 ) 07/12/2014 Common Stock 50,000 50,000 D 1999 Employee Stock Option Plan (Right to Purchase) $ 0.97 ( 3 ) 09/07/2013 Common Stock 100,000 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRY THOMAS W C/O VASOMEDICAL, INC. 180 LINDEN AVENUE WESTBURY, NY11590 Chief Financial Officer Signatures /s/ Thomas W. Fry 04/06/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options vest over a three-year period at the rate of 33-1/3% per year with the first options vesting one year from the date of grant. ( 2 )The options become exercisable in four equal annual installments commencing on the first anniversary of the grant date. ( 3 )The options are exercisable in three annual installments beginning 09/08/2003.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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