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):  September 12, 2007

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

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

221 Lathrop Way, Suite I Sacramento, California	95815
(Address of Principal Executive)	(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 September 12, 2007, the Registrant issued the press release attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1 Press Release of the Registrant dated September 12, 2007.

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: September 12, 2007 OPHTHALMIC IMAGING SYSTEMS


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

EX-99

Exhibit 99.1

OPHTHALMIC IMAGING SYSTEMS	CONTACTS: Gil Allon, CEO
221 Lathrop Way, Suite I	Ariel Shenhar, CFO
Sacramento, CA 95815	(916) 646-2020
	INVESTOR RELATIONS Todd Fromer / Garth Russell KCSA Worldwide 212-896-1215 / 212-896-1250
	FOR IMMEDIATE RELEASE

OPHTHALMIC IMAGING SYSTEMS ANNOUNCES NON-BINDING AGREEMENT
TO ACQUIRE MEDIVISION

- - -

SACRAMENTO, Calif., September 12, 2007 – Ophthalmic Imaging Systems (OIS) (OTC BB: OISI), a leading digital imaging company, announced today that it has entered a non-binding agreement to acquire Israeli MediVision Medical Imaging Ltd. (MediVision) (EURO.NM: MEDV), a majority shareholder in OIS.

Under the terms of the proposed agreement, MediVision’s outstanding shares will be converted into shares of OIS common stock at a yet to be determined ratio. Also, outstanding options and warrants to purchase MediVision shares will be converted into options or warrants to purchase shares of OIS Common Stock. Once the acquisition is completed, MediVision will operate as a wholly owned subsidiary of OIS.

Additional details regarding the proposed acquisition will be disclosed in a definitive agreement approved by both companies’ board of directors. The definitive agreement will then require approval from both companies’ shareholders before the acquisition can be finalized.

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-markets and supports their products through an extensive network of dealers, distributors, and direct representatives.

OIS is a registered member Company listed on www.OTCVillage.com . 
 

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.

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OIS                                                   www.oisi.com

221 Lathrop Way, Suite I       main 800.338.8436     

Sacramento, CA 95815            fax 916.646.0207
USA