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: November 20, 2008
                        (Date of earliest event reported)

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


   Delaware                         0-18105                        11-2871434
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(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 1.01         Entry into Material Definitive Agreement.

     (a) On November  20,  2008,  the Company  entered  into an Amendment to the
Distribution  Agreement with Living Data Technology  Corporation ("Living Data")
to expand the  territory  covered in the  Distribution  Agreement to provide for
exclusive distribution rights worldwide.  In consideration for these rights, the
Company agreed to issue to Living Data 3,000,000 restricted shares of its common
stock.


Item 9.01 Financial Statements and Exhibits

     (d) Exhibits
         --------

          10.1 Amendment  to  Distribution  Agreement  dated  November  20, 2008
               between Living Data Technology Corporation and Vasomedical, Inc.



                                   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/ Jun Ma
                                           -------------------------------------
                                           Jun Ma
                                           Chief Executive Officer and President

Dated:   November 24, 2008