Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
HOWARD ROBERT
 2. Issuer Name and Ticker or Trading Symbol
ICAD INC [icad] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

988 5TH AVENUE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
(Street)


NEW YORK, NY 10021		 4. If Amendment, Date Original Filed(Month/Day/Year)
02/14/2006		 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 01/17/2005   G 81,000 D $ 0 2,872,163 D  
Common Stock             20,000 I By Spouse
Common Stock             2,000,000 I By RH Research

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Revolving Credit Promissory Note $ 6.216 (1) 12/31/2005   D   41,094 (2) 11/18/2003   (3) Commnon Stock
6,611 (4)
$ 41,094 108,906
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HOWARD ROBERT
988 5TH AVENUE
NEW YORK, NY 10021		   X   X    

Signatures

/s/ Annette Heroux, Attoney-in-fact 06/22/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The exercise price of the Convertible Revolving Credit Promissory Note (the "Note") is the lesser of (i) the closing sales price of the underlying common stock on the date the funds under the Note were advanced to the issuer ($6.216 as noted above) or (ii) the closing sale price of the common stock on the business day immediately preceding the conversion date of the Note.
(2) The reported transaction reflects the repayment by the issuer of a portion of the Note prior to any conversion of the Note.
(3) The Note does not have an expiration date.
(4) The number of shares reported as issuable upon exercise of the Note is based dupon the $6,216 per share conversion price. The number of shares is subject to increase pursant to the terms of the Note as discussed in footnote (1) above.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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