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): May 3,  2004

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

          DELAWARE                      1-9341                   02-0377419
        -----------                     ------                   ----------
(State or other jurisdiction          (Commission             (I.R.S. Employer
      of incorporation)               File Number)           Identification No.)

4 Townsend West, Suite 17, Nashua, New Hampshire                    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 last report)

Item 12.    Results of Operations and Financial Condition.

         On May 3, 2004 iCAD, Inc. (the "Company") issued a press release
announcing its financial results for the three month period ended March 31,
2004. A copy of the Company's press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.



                  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 thereunto duly authorized.

                                  iCAD, INC.

                                  By: /s/ Annette L. Heroux
                                      Annette L. Heroux
                                      Chief Financial Officer and Controller

Date: May 5, 2004


                                  EXHIBIT INDEX

Exhibit No.   Description of Document
-----------   -----------------------

99.1          Press Release of iCAD, Inc. dated May 3, 2004 announcing financial
              results for the three month period ended March 31, 2004.