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): March 7, 2006

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

CALIFORNIA                           1-11140                      94-3035367
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(State or Other Jurisdiction    (Commission File Number)      (I.R.S. Employer
of Incorporation)                                            Identification No.)


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


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


                                 Not Applicable
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          (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
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         (17 CFR 230.425)

|_|      Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
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|_|      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 2.02         RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         On March 7, 2006,  Ophthalmic Imaging Systems (the "Registrant") issued
a press release  announcing  financial  results for the fiscal  quarter and year
ended December 31, 2005, attached hereto as Exhibit 99.1.

ITEM 7.01.        REGULATION FD DISCLOSURE.

            On March 7, 2006, the Registrant  issued the press release  attached
hereto as Exhibit 99.1.

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits

         Exhibit Number    Description
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             99.1          Press Release of the Registrant dated March 7, 2006.



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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date:    March 7, 2006                  OPHTHALMIC IMAGING SYSTEMS


                                        By: /s/ Ariel Shenhar
                                            ------------------------------------
                                        Name:  Ariel Shenhar
                                        Title: Chief Financial Officer