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 (Date of earliest event reported): February 24, 2004

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

           Delaware                   0-9341                  02-0377419
       ----------------            ------------           -------------------
       (State or other             (Commission              (IRS Employer
       jurisdiction of             File Number)           Identification No.)

                   4 Townsend West, Suite 17, Nashua, NH  03063
               (Address of principal executive offices) (zip code)

        Registrant's telephone number, including area code (603) 882-5200

        (Former name or former address, if changed since the last report)

Item 9.  Regulation FD Disclosure

Pursuant to  Regulation  FD, the  Registrant  hereby  furnishes  materials  with
respect to its Business Plan,  Strategy and Recent Combined  Performance that it
intends to  distribute  to  organizations  making  purchases  of computer  aided
detection of breast cancer products, prospective investors and others. A copy of
such materials is attached as Exhibit 99 to this Report.


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                          iCAD, INC.

                                          By /s/ W. Scott Parr
                                             W. Scott Parr,
                                             President & Chief Executive Officer

Dated:  February 24, 2004