WASHINGTON, DC 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) July 1, 2005

                                   iCAD, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                 (State or Other Jurisdiction of Incorporation)

                1-9341                                02-0377419
       (Commission File Number)           (IRS Employer Identification No.)

4 Townsend West, Suite 17, Nashua, New Hampshire                03063
     (Address of Principal Executive Offices)                 (Zip Code)

                                 (603) 882-5200
              (Registrant's Telephone Number, Including Area Code)

          (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 (see General Instruction A.2. below):

      |_| 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-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

Item  2.02 Results of Operations and Financial Condition.

      On July 1, 2005 iCAD, Inc. (the "Company") issued a press release
announcing its intention to report its financial results for the fiscal quarter
ended June 30, 2005 on July 28, 2005. In the press release the Company stated
that it expected to report revenues of approximately $4.5 million for the
quarter ended June 30, 2005. 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 Heroux
                                    Annette Heroux
                                    Vice President of Finance,
                                    Chief Financial Officer

Date:  July 7, 2005

                                  EXHIBIT INDEX

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

99.1            Press Release of iCAD, Inc. dated July 1, 2005.