10QSB/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB/A
AMENDMENT NO. 1

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2006

Commission File Number: 1-11140

OPHTHALMIC IMAGING SYSTEMS

(Exact name of small business issuer as specified in its charter)  

California	94-3035367
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

  221 Lathrop Way, Suite I, Sacramento, CA 95815
(Address of principal executive offices)

(916) 646-2020
(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    No 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):  Yes  No 

As of November 13, 2006, 16,120,829 shares of common stock, no par value, were outstanding.

Transitional Small Business Disclosure Format:  Yes     No  

Explanatory Note

        Ophthalmic Imaging Systems (“we,” “us,” or “our”) is filing this Amendment No. 1 on Form 10-QSB/A (this “Amendment No. 1”) to amend our Quarterly Report on Form 10-QSB, for the fiscal quarter ended September 30, 2006, as filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2006 (the “Original Filing”). The purpose of this Amendment No. 1 is to correct a typographical error contained on the officers’ certification attached as Exhibit 32, thus changing the date from June 30, 2006 to September 30, 2006.

        In accordance with the rules of the SEC, the complete text of Item 6 has been set forth in this Amendment No. 1, including those portions of that text that have not been amended from that set forth in the Original Filing.

        Except for the revised Exhibit 32 and Item 6, we have not undertaken in this Amendment No. 1 to modify or update any other disclosures in our Original Filing, and this Amendment No. 1 does not reflect any events occurring after the date of filing of the Original Filing.

PART II OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS

31.1 Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002⁽¹⁾

31.2 Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002⁽¹⁾

32 Certification Required Under Section 906 of Sarbanes-Oxley Act of 2002 *

_________________

^* Filed herewith.

⁽¹⁾ Incorporated by reference to our Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2006.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

OPHTHALMIC IMAGING SYSTEMS

Date:  March 28, 2007

By:  /s/ Gil Allon

Name: Gil Allon,

Title: Chief Executive Officer
(Principal Executive Officer)

By:  /s/ Ariel Shenhar

Name: Ariel Shenhar,

Title: Chief Financial Officer
(Principal Financial and Accounting Officer)

EX-32

Exhibit 32

CERTIFICATION REQUIRED UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

                In connection with the filing of the financial statements of Ophthalmic Imaging Systems (“Registrant”) for the quarter ended September 30, 2006 (the “Report”), each of the undersigned hereby certifies, to such officer’s knowledge, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.

Date:  March 28, 2007

/s/ Gil Allon

Gil Allon,

Title: Chief Executive Officer

(Principal Executive Officer)

/s/ Ariel Shenhar

Ariel Shenhar,

Title: Chief Financial Officer

(Principal Financial and Accounting Officer)