<SUBMISSION>
<ACCESSION-NUMBER>0001092306-04-000939
<TYPE>8-K/A
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20041124
<ITEMS>1.01
<ITEMS>7.01
<ITEMS>9.01
<FILING-DATE>20041216
<DATE-OF-FILING-DATE-CHANGE>20041216
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<CONFORMED-NAME>ACCUIMAGE DIAGNOSTICS CORP
<CIK>0001089799
<ASSIGNED-SIC>7371
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<STATE-OF-INCORPORATION>NV
<FISCAL-YEAR-END>0930
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<ACT>34
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<FILM-NUMBER>041208470
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<BUSINESS-ADDRESS>
<STREET1>501 GRANDVIEW DRIVE
<STREET2>STE 100
<CITY>SOUTH SAN FRANCISCO
<STATE>CA
<ZIP>94080
<PHONE>6508750192
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<FILENAME>form8ka1.txt
<DESCRIPTION>FORM 8-K AMENDMENT #1 - 11-24-04
<TEXT>


________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 _______________

                                   FORM 8-K/A
                                 AMENDMENT NO. 1
                                 _______________

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 24, 2004


                           ACCUIMAGE DIAGNOSTICS CORP.
             ______________________________________________________
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


    Nevada                                  0-26555                 33-0713615
________________________________________________________________________________
  (STATE OR OTHER JURISDICTION     (COMMISSION FILE NUMBER)    (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION)                           (IDENTIFICATION NO.)


 400 Oyster Point Boulevard, South San Francisco, CA                  94080-4920
____________________________________________________                  __________
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)                        (ZIP CODE)


                                  650-875-0192
               __________________________________________________
               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE



                                 Not Applicable
          _____________________________________________________________
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

________________________________________________________________________________

Check  the  appropriate  box  below  if the  Form  8-K  filing  in  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-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


                                EXPLANATORY NOTE

         In its  current  report  on Form  8-K  filed  with the  Securities  and
Exchange  Commission  on November 24, 2004,  AccuImage  Diagnostics  Corp.  (the
"COMPANY")  disclosed  that the  Company  had  entered  into a merger  agreement
pursuant to which it would be acquired by Merge  Technologies  Incorporated  for
approximately  $6,000,000  in cash.  On December 16,  2004,  Aviel  Faliks,  the
principal  shareholder of the Company ("MR.  FALIKS"),  contributed Nine Million
(9,000,000)  shares of common stock back to the Company which he received during
the year 2004.  Mr.  Faliks had  received  One  Million  Five  Hundred  Thousand
(1,500,000)  of those  shares  during  2004 as  compensation  for serving as the
Company's  Chief   Executive   Officer  and  President  (he  receives  no  other
compensation  for such  services).  Mr. Faliks  purchased  the  remaining  Seven
Million Five Hundred Thousand  (7,500,000) shares from the Company on August 20,
2004.

         As a result of Mr. Faliks'  contribution of shares to the Company,  the
number of  shares of  Company  common  stock  outstanding  has been  reduced  by
9,000,000 shares. Consequently,  the disclosure concerning cash the shareholders
will receive as a result of the Merger (as defined below) has changed and is now
approximately  $0.12 per share of common stock. Mr. Faliks ownership  percentage
of the  Company's  outstanding  common stock has been  reduced to  approximately
52.4%.  The Company is filing this amendment to the current report to update the
disclosure in Item 1.01 thereof, which is set forth below, as corrected.


ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         AccuImage  Diagnostics  Corp.  (the  "COMPANY")  entered  into a Merger
Agreement (the "MERGER Agreement"),  dated as of November 24, 2004, by and among
the Company,  Merge Technologies  Incorporated,  a Nevada corporation ("MERGE"),
ADI Acquisition  Corp., a Wisconsin  corporation and wholly owned  subsidiary of
Merge  ("ACQUISITION  SUB"), and Aviel Faliks, the principal  shareholder of the
Company ("MR.  FALIKS"),  providing for the merger of  Acquisition  Sub with and
into the Company (the  "MERGER"),  with the Company  continuing as the surviving
corporation  (the "MERGER  AGREEMENT").  Following the Merger,  the Company will
continue as a wholly owned  subsidiary of Merge.  The Boards of Directors of the
Company and Merge have approved the Merger and the Merger Agreement.

         Pursuant  to the terms of the  Merger  Agreement,  shareholders  of the
Company will receive cash for their shares of the  Company's  common stock equal
to  approximately  $0.12 per share of common stock, or a total of  approximately
$6.0  million.  Consummation  of the Merger is subject to customary  conditions,
including approval by the Company's shareholders.  The parties expect the Merger
to be completed in the first quarter of 2005.  The Merger  Agreement is attached
hereto as Exhibit 99.1.

         In connection with the Merger Agreement,  Mr. Faliks has entered into a
voting  agreement  with Merge in which he has agreed to vote all of his  shares,
approximately  52.4% of the Company's  common stock, in favor of the Merger (the
"VOTING  AGREEMENT").  The Voting  Agreement  is subject  to  termination  under
certain  circumstances,  including  termination  of the Merger  Agreement by the
Board of Directors of the Company pursuant to the Board of Directors'  fiduciary
duties to the Company's shareholders. The Voting Agreement is attached hereto as
Exhibit 99.2.

ITEM 7.01.  REGULATION FD DISCLOSURE.

         On November 24, 2004, the Company issued a news release announcing that
it had  entered  into a Merger  Agreement  with Merge,  Acquisition  Sub and Mr.
Faliks. The full text of the news release is attached as Exhibit 99.3.

         The information in this Item 7.01 of this Current Report on Form 8-K/A,
including  Exhibit 99.3  attached  hereto,  is being  furnished and shall not be
deemed  "filed" for  purposes of Section 18 of the  Securities  Exchange  Act of
1934, as amended, nor shall it be incorporated into future filings under the


<PAGE>


Securities  Act of 1933,  as amended,  or under the  Securities  Exchange Act of
1934,  as amended,  unless  expressly  set forth in such future filing that such
information is to be considered "filed" or incorporated by reference therein.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

      99.1*    Merger  Agreement  dated November 24, 2004, by and among Merge
               Technologies Incorporated,  ADI  Acquisition  Corp., AccuImage
               Diagnostics Corp. and Aviel Faliks.

      99.2*    Voting, Proxy and Option Agreement dated November 24, 2004, by
               and between Merge Technologies  Incorporated and Aviel Faliks.

      99.3*    Press Release of AccuImage Diagnostics Corp. dated November 24,
               2004.

*Incorporated  by reference to the  Company's  Current  Report on Form 8-K filed
with the Securities and Exchange Commission on November 24, 2004.

                                   SIGNATURES


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

                                       ACCUIMAGE DIAGNOSTICS CORP.



                                       By:  /s/ AVIEL FALIKS
                                            ___________________________________
                                            Aviel Faliks, Chairman of the Board

Dated:  December 16, 2004

________________________________________________________________________________


<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NUMBER     DESCRIPTION


99.1*      Merger Agreement dated November 24, 2004, by and among Merge
           Technologies Incorporated, ADI Acquisition Corp., AccuImage
           Diagnostics Corp. and Aviel Faliks.

99.2*      Voting, Proxy and Option Agreement dated November 24, 2004, by
           and between Merge Technologies Incorporated and Aviel Faliks.

99.3*      Press Release of AccuImage Diagnostics Corp. dated November 24, 2004.

*Incorporated  by reference to the  Company's  Current  Report on Form 8-K filed
with the Securities and Exchange Commission on November 24, 2004.



</TEXT>
</DOCUMENT>
</SUBMISSION>
