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: ~~October~~January 524, ~~2004~~2005

MOLECULAR IMAGING CORPORATION

A Delaware Corporation

(Exact name of registrant as specified in its charter)

DELAWARE

000-27915

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 14.01 ~~Entry~~Changes ~~Into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive~~Accountant ~~Agreement~~

OnPeterson ~~September~~& 30Co., ~~2004,~~LLP ~~the Company entered into a Restructuring Agreement~~ (~~the~~ “~~GE Restructuring Agreement~~Peterson”) ~~with~~resigned GEas ~~Medical Systems, Inc. (“GE”) to restructure~~ the ~~six leasing contracts (the “GE Leases”) between GE and the~~ Company~~. The GE Leases cover six GE molecular imaging scanners and related equipment operated by the Company. Under the terms of the GE Restructuring Agreements, the Company and GE agreed that the Company~~’s ~~monthly payment obligations under the GE Leases is reduced by 50 percent~~independent ~~for~~accountants ~~the~~effective ~~period~~January ~~commencing~~18, ~~November 2003 and ending December 2004~~2005. ~~The terms of the GE Restructuring Agreement results in the reduction of the Company~~Peterson’s ~~aggregate~~written ~~monthly~~resignation ~~payments under the GE Leases from approximately $226,000~~ to ~~$113,000. The reduction in~~ the ~~payment~~Company ~~obligation~~states ~~during~~that ~~this~~such ~~period~~resignation iswas ~~deferred~~due to ~~the~~their ~~end~~inability ofto ~~the~~maintain ~~terms~~their ofindependence ~~the~~with ~~GE Leases. Under~~ the ~~terms~~Company ~~of the GE Restructuring Agreement, GE agreed,~~ in ~~exchange~~accordance ~~for~~with the ~~Company’s~~rules ~~timely~~promulgated ~~reduced~~by ~~payments~~the ~~through December~~Public ~~31,~~Companies ~~2004,~~Accounting toOversight ~~waive~~Board ~~any~~and ~~current~~the ~~default~~Securities ~~under~~and ~~the~~Exchange ~~terms~~Commission of (the ~~GE Leases~~“Commission”). ~~Commencing~~The ~~January 2005, the~~ Company ~~will~~engaged beMayer ~~required~~Hoffman toMcCann ~~resume~~P.C. ~~the~~as ~~full~~its ~~monthly~~independent ~~payment~~accountants ~~obligations~~effective ~~under~~January ~~the GE Leases through the completion of their terms~~24, ~~which expire at various times from February~~ 2005 ~~to June 2006~~.

The report of Peterson on the financial statements of the Company for the fiscal year ending June 30, 2004 was modified for an uncertainty as to the Company’s ability to continue as a going concern. The report of Peterson on the financial statements of the Company for the fiscal year ending June 30, 2003 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting principle.

In connection with its audits of the Company for the two most recent fiscal years and through January 18, 2005, there were no disagreements with Peterson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Peterson, would have caused Peterson to make reference thereto in their report on the financial statements for such years.

The Company has furnished to Peterson the statements made in this Item 4.01. Peterson’s letter to the Commission dated January 24, 2005 regarding these statements is attached as an exhibit to this Form 8-K.

During the two most recent fiscal years and through January 24, 2005, the Company has not consulted with Mayer Hoffman McCann P.C. on any matter.

Item 9.01. Financial Statements and Exhibits


Exhibit Number		Description
99		Letter dated January 24, 2005 from Peterson to the Commission regarding a change in the certifying accountant of the Company.

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: October 5, 2004	By:	/s/ Dennis M. Mulroy
Dated: January 24, 2005	By:	/s/ Dennis M. Mulroy
		Dennis M. Mulroy, Chief Financial Officer

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