8-K

                       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 21, 2006

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


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


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


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


                                 Not Applicable
- --------------------------------------------------------------------------------
          (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 (see General Instruction A.2. below):


[]       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 7.01.  REGULATION FD DISCLOSURE.

         On February 21, 2006,  Ophthalmic  Imaging  Systems (the  "Registrant")
issued a press release  announcing  that  MediVision  Medical  Imaging Ltd., its
major  shareholder,  sold 1,000,000 shares of the  Registrant's  common stock at
$1.80 per share. A copy of the Registrant's  press release is attached hereto as
Exhibit 99.1.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits

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

      99.1              Press Release of the Registrant dated February 21, 2006.








                                   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:    February 21, 2006                  OPHTHALMIC IMAGING SYSTEMS


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

EX-99

                                                                    EXHIBIT 99.1


For Immediate Release

MediVision Sells 1 Million Shares of Ophthalmic Imaging Systems' Common Stock

SACRAMENTO,  Calif.,  February 15, 2006. Ophthalmic Imaging Systems (OTCBB:OISI)
(OIS), a leading provider of ophthalmic digital imaging systems, announced today
that  MediVision  Ltd.,  its major  shareholder,  signed an  agreement to sell 1
million  shares of OIS's  common stock to Wasatch  Advisors,  Inc. at the market
price of $1.80  per  share.  As a  result  of the  agreement  the  public  float
increases to approximately 6.7 million shares.


Gil Allon,  Chief Executive Officer of Ophthalmic  Imaging Systems,  said, "I am
pleased to announce  MediVision's  agreement with Wasatch.  This is Medivision's
fifth  transaction  of this nature over the past year and a half,  totaling 2.76
million OIS shares sold to  institutional  investors.  These  transactions  have
increased the Company's  liquidity without diluting existing  shareholders,  and
have resulted in a growing awareness of OIS within the investment community."

About Wasatch Advisors

Wasatch  Advisors  (www.wasatchadvisors.com),  founded in 1975, is an investment
adviser to institutional clients and to Wasatch Funds (www.wasatchfunds.com),  a
family of mutual  funds  specializing  in small and mid cap  companies.  Wasatch
Advisors manages more than $10 billion in mutual funds and institutional account
assets.

About Ophthalmic Imaging Systems

Ophthalmic  Imaging  Systems  (www.oisi.com),  a  majority-owned  subsidiary  of
MediVision,  is the leading provider of ophthalmic digital imaging systems.  The
Company designs, develops,  manufactures and markets digital imaging systems and
informatics  solutions  for the eye care  market.  With over twenty years in the
ophthalmic  imaging  business,  the Company  has  consistently  introduced  new,
innovative  technology.  The Company,  together with  MediVision,  co-market and
support their products  through an extensive  network of dealers,  distributors,
and direct representatives.

Statements   in  this  press  release   which  are  not   historical   data  are
forward-looking statements which involve known and unknown risks, uncertainties,
or other  factors  not  under the  Company's  control,  which  may cause  actual
results,  performance, or achievements of the Company to be materially different
from  the  results,   performance,   or  other  expectations  implied  by  these
forward-looking statements. These factors include, but are not limited to, those
detailed in the  Company's  periodic  filings with the  Securities  and Exchange
Commission.