SEC 1745
(02-02)

Potential persons who are to 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.

UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13G

Estimated average burden hours per response. . 11

[     ]

Rule 13d-1(b)

[ X ]

Rule 13d-1(c)

[     ]

Rule 13d-1(d)

CUSIP No.  449345 10 7

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Donald S. Chapman

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

N/A

(a)

[     ]

(b)

[     ]

3.

SEC Use Only

4.

Citizenship or Place of Organization
U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,950,706

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
1,950,706

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,950,706

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

11.

Percent of Class Represented by Amount in Row (9)
7.2%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Icad, Inc.

(b)

Address of Issuer's Principal Executive Offices
4 Townsend West, Suite 17, Nashua, NH  03063

Item 2.

(a)

Name of Person Filing
Donald S. Chapman

(b)

Address of Principal Business Office or, if none, Residence
8650 S. Ocean Drive, PH4, Jensen Beach,
Florida  34957

(c)

Citizenship
U.S.A.

(d)

Title of Class of Securities
Common Stock, $.01 Par Value

(e)

CUSIP Number
449345 10 7

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: N/A

(a)

[  ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[  ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[  ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[  ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

[  ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

[  ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[  ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

[  ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[  ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[  ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:  1,950,706 (includes 28,000 shares held by Mr. Chapman's spouse, as to which he disclaims beneficial ownership; also includes 340,000 shares issuable upon conversion of 680 shares of7% Series B Convertible Preferred Stock of Icad, Inc. and 460,000 shares issuable upon conversion of 4,600 shares of 7% Series A Convertible Preferred Stock of Icad, Inc.).

(b)

Percent of class:  7.2%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote  1,950,706

(ii)

Shared power to vote or to direct the vote  -0-

(iii)

Sole power to dispose or to direct the disposition of  1,950,706

(iv)

Shared power to dispose or to direct the disposition of  -0-

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.o

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

February 11, 2003

Date

/s/ Donald S. Chapman

Signature

Donald S. Chapman

Name/Title