EXHIBIT 14

                 OPHTHALMIC IMAGING SYSTEMS' CODE OF ETHICS FOR
           PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

         Ophthalmic Imaging Systems ("OIS") has established the following Code
of Ethics (the "Code") for its Chief Executive Officer and Chief Financial
Officer to ensure the continuing integrity of financial reporting and to protect
the interests of its shareholders and all those with which OIS conducts
business. This Code sets forth specific policies to guide each of the Company's
Chief Executive Officer and Chief Financial Officer in the performance of their
duties. OIS's Chief Executive Officer and Chief Financial Officer shall:

1.       Act with honesty and integrity, ethically handling any actual or
         potential conflicts between his personal, private interests and the
         interests of OIS, avoiding improper personal benefits as a result of
         his position.

2.        Perform responsibilities with a view to causing periodic reports filed
          with the SEC or other public communications by OIS to contain
          disclosures, which are accurate, timely, complete and understandable.

3.        Comply with federal, state and local laws and regulations applicable
          to OIS.

4.        Take appropriately prompt action to report violations of this Code to
          the proper person or persons.

5.        Be accountable for adherence to this Code.

6.        Maintain accurate financial record keeping.

7.        Refrain from taking any action that fraudulently influences, coerces,
          manipulates, or misleads any independent public or certified
          accountant engaged in the performance of an audit of the financial
          statements of OIS for the purpose of rendering such financial
          statements materially misleading.