Form 8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported) October 3, 2005



POSITRON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)



Texas
(State or Other Jurisdiction
of Incorporation)
000-24092
(Commission File Number)
76-0083622
(I.R.S. Employer Identification No.)



1304 Langham Creek Drive, Suite 300, Houston, Texas
(Address of Principal Executive Offices)
77084
(Zip Code)


(281) 492-7100
(Registrant’s Telephone Number, Including Area Code)




(Former Name or Former Address, if Changed Since Last Report)

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 5.02      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 3, 2005 John E. McConnaughy, Jr. resigned as a director of the Company. A copy of Mr. McConnaughy's resignation letter is attached as Exhibit 17.1.

ITEM 9.01.      Financial Statements and Exhibits

      (c)   Exhibits

Exhibit 17.1 Resignation Letter from John E. McConnaughy dated October 3, 2005.


SIGNATURES

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.

Date: October 10, 2005

POSITRON CORPORATION


By: /s/ Griffith L. Miller
——————————————
Griffith L. Miller
President


EXHIBIT INDEX

Exhibit No.
Description
Page No.
17.1 Resignation Letter from John E. McConnaughy dated October 3, 2005. 17.1-1