UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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: ~~August 2~~September 30, 2005

MOLECULAR IMAGING CORPORATION

A Delaware Corporation

(Exact name of registrant as specified in its charter)

DELAWARE

000-27725

11-2787966

(State or other jurisdiction of

incorporation or organization)

Commission file number

(IRS Employer

Identification No.)

9530 Towne Centre Drive, Suite #120

San Diego, California 92121

(Address of principal executive offices)

(858) 642-0032

(Registrant’s telephone number)

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:

¨	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 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As previously reported, in July 2005 the Company entered into forbearance agreements with Siemens Financial Services, Inc. (“Siemens”), Ascendiant PET Partners-I, LLC (“PET Partners”), and Citicorp Vendor Finance, Inc. (“Citicorp”) with respect to the Company’s default under the equipment leases with those leasing companies. The forbearance agreements provide that each of Siemens, PET Partners and Citicorp will forbear from exercising their rights, powers and remedies under the applicable leases, or rights and remedies existing at law or in equity, until September 30, 2005, provided the Company makes certain payments to each lessor and otherwise complies with the terms of the forbearance agreements. The Company entered into an agreement with each of these parties effective September 30, 2005 to extend the terms of the forbearance period until December 31, 2005 in exchange for the Company’s continued monthly payments and compliance with the terms of the forbearance agreements.

ITEM 8.01

OTHER EVENTS

~~Molecular~~Stony ~~Imaging~~Brook ~~Corporation~~University ~~(the~~Hospital in New York (“~~Company~~SUNY”) ~~has~~exercised ~~six~~its ~~leases~~right ~~with~~under GEthe ~~Healthcare~~mobile ~~Financial~~services ~~Services,~~contract ~~Inc.~~with ~~(“GE”)~~the ~~for~~Company ~~mobile~~to ~~imaging~~terminate ~~equipment.~~its Ascontract, ~~previously~~without ~~reported~~cause, ~~the~~effective ~~Company~~as ~~has~~of ~~been~~September 30, in2005. ~~negotiations~~SUNY has now contracted with GEa tonewly ~~restructure~~established orthird ~~refinance~~party ~~these~~organization ~~equipment~~to ~~leases.~~provide Asmobile ~~part~~services offor ~~these~~the ~~negotiations,~~interim inperiod ~~May~~until ~~2005,~~SUNY ~~the~~completes ~~Company~~its ~~voluntary~~planned ~~returned~~stationary toimaging GEcenter. ~~two~~SUNY represented approximately 10% of the ~~mobile~~Company’s ~~imaging~~gross revenues ~~units.~~for ~~The~~fiscal ~~return~~year of2005, ~~these~~and ~~two~~approximately ~~units~~12% ~~had~~of ~~little~~its orgross norevenues ~~negative~~for ~~impact on~~ the ~~Company’s~~first ~~revenue~~quarter ~~levels~~of fiscal year 2006. The Company’s ~~and~~agreement GEwith ~~have~~SUNY ~~been~~was ~~unable~~scheduled to ~~reach~~terminate ~~mutually~~at ~~agreeable~~the ~~terms~~end ~~for~~of ~~restructuring~~the orthird ~~refinancing~~quarter ~~the~~of ~~remaining~~fiscal ~~equipment~~year ~~leases~~2006. OnThe ~~August 2, 2005, the~~ Company is ~~received~~working ~~notice~~to ~~from~~secure GEadditional ~~that~~accounts itto ~~did~~offset ~~not accept~~or replace the ~~Company’s~~revenues ~~lease~~historically ~~restructuring~~received ~~proposal. The notice~~ from GESUNY. ~~also~~However, ~~requested~~there ~~the~~can ~~return~~be ofno ~~the~~assurances ~~remaining~~such ~~four~~revenues ~~imaging~~can ~~units~~be replaced. The Company’s ~~and~~revenues GEafter ~~are~~September ~~working~~2005 ~~together~~will tobe ~~structure~~lower than the revenues ~~return~~for offiscal ~~the~~year ~~equipment~~2005 inand anthe ~~orderly~~first ~~manner~~quarter soof asfiscal ~~to minimize~~year ~~any~~2006 ~~adverse~~unless ~~impact~~and tountil the ~~patients~~Company ~~and~~secures ~~customers~~additional ~~being~~contracts ~~serviced~~that ~~with~~can ~~this~~replace ~~equipment~~the SUNY revenue.

During the last fiscal year, the Company derived approximately 24% of its total revenues from the six imaging units leased from GE. The Company intends to minimize the adverse patient impact and loss of future revenues from the return of the GE-leased equipment by servicing its customers with its other imaging equipment or obtaining additional imaging equipment. There can be no assurances, however, that the Company will be able to minimize the loss of future revenues from customer accounts currently being serviced with the GE-leased equipment.

SIGNATURE

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.

	MOLECULAR IMAGING CORPORATION
Dated: August 8, 2005	By:	/s/ Dennis M. Mulroy
Dated: October 6, 2005	By:	/s/ Dennis M. Mulroy
		Dennis M. Mulroy, Chief Financial Officer

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