- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Heyman Stephen J	2. Issuer Name and Ticker or Trading Symbol COMPUMED INC [ CMPD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 15 EAST 5TH STREET, SUITE 3200,	3. Date of Earliest Transaction (MM/DD/YYYY) 5/11/2010
(Street) TULSA, OK 74103 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/11/2010		J ⁽¹⁾		193720	A	$0	526594	I	By Boston Avenue Capital LLC
Common Stock								63500	I	By Yorktown Avenue Capital, LLC

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	Received pursuant to a common stock dividend paid on Issuer's outstanding Class D 2% Convertible Preferred Stock.

Remarks:
This is a joint filing with Mr. Stephen J. Heyman as the designated filer. Also included in this filing are Boston Avenue Capital LLC ("Boston"), Yorktown Avenue Capital, LLC ("Yorktown"), Messrs. James F. Adelson and Charles M. Gillman.

Boston and Yorktown have sole direct voting and dispositive power over their respective reported securities. Messrs. Heyman and Adelson are the sole managers of Boston and Yorktown. Messrs. Heyman and Adelson disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. Mr. Gillman is the sole portfolio manager for Boston and Yorktown. Mr. Gillman has the right to vote the investments held by Boston and Yorktown, and may be deemed to be the beneficial owner of the reported securities.

Mr. Gillman is a director of the Issuer.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Heyman Stephen J 15 EAST 5TH STREET, SUITE 3200 TULSA, OK 74103		X
Boston Avenue Capital LLC 15 EAST 5TH STREET, SUITE 3200 TULSA, OK 74103		X
Yorktown Avenue Capital, LLC 15 EAST 5TH STREET, SUITE 3200 TULSA, OK 74103		X
Adelson James F 15 EAST 5TH STREET, SUITE 3200 TULSA, OK 74103		X
Gillman Charles M 15 EAST 5TH STREET SUITE 2660 TULSA, OK 74103	X	X

Signatures
Paula L. Skidmore, Attorney-in-Fact for each of the Reporting Persons		2/4/2011
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.