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 (Date of earliest event reported): February 28, 2005



                           OPHTHALMIC IMAGING SYSTEMS
                           --------------------------
               (Exact Name of Registrant as Specified in Charter)

                                   California
                                   ----------
                            (State of Incorporation)

              1-11140                             94-3035367
              -------                    ---------------------------
       (Commission File No.)          (IRS Employer Identification No.)


       221 Lathrop Way, Suite I, Sacramento, California          95815
       -----------------------------------------------------------------
       (Address of Principal Executive Offices)               (Zip Code)


                                  916-646-2020
                                  ------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------
          (Former Name or Former Address, if Changed Since Last Report)





Item 2.02.        Results of Operations and Financial Condition.
- ---------         ----------------------------------------------

         On February 28, 2005, the Registrant issued a press release relating to
its annual financial results for the fiscal year ended December 31, 2004. A copy
of the press release is attached to this Form 8-K as Exhibit 99.1.

Item 9.01         Financial Statements and Exhibits.

                  (a) Financial statements of business acquired:

                      Not applicable.

                  (b) Pro forma financial information:

                      Not applicable.

                  (c) Exhibits:

                      99.1:   Ophthalmic Imaging Systems' Press Release dated
                              February 28, 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 hereunto duly authorized.

                                             OPHTHALMIC IMAGING SYSTEMS


Dated: February 28, 2005                     By: /s/ Ariel Shenhar
                                                 -------------------------------
                                                 Ariel Shenhar,
                                                 Chief Financial Officer


                                      -2-



                                  EXHIBIT INDEX

Exhibit
Number      Description
- ------      -----------

99.1        Ophthalmic Imaging Systems' Press Release dated February 28, 2005.