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                                                            OMB APPROVAL
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                 UNITED STATES                    OMB Number: 3235-0058
       SECURITIES AND EXCHANGE COMMISSION         Expires: January 31, 2002
            Washington, D.C. 20549                Estimated average burden
                                                  hours per response . . . 2.50
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                  FORM 12b-25
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                                                          SEC FILE NUMBER
          NOTIFICATION OF LATE FILING
                                                              1-11140
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                                                            CUSIP NUMBER


(Check One):

___ Form 10-K  ___ Form 20-F  ___ Form 11-K   X Form 10-Q  ___ Form N-SAR

For Period Ended: May 31, 2000

[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
    For the Transition Period Ended: ___________________________

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Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification  relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

PART I  --  REGISTRANT INFORMATION

                           Ophthalmic Imaging Systems
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Full Name of Registrant

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Former Name if Applicable

                            221 Lathrop Way, Suite I
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Address of Principal Executive Office (Street and Number)

                              Sacramento, CA 95815
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City, State and Zip Code

PART II  --  RULES 12b-25(b) AND (c)
If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

X      (a) The reasons  described in reasonable  detail in Part III of this form
           could not be eliminated without unreasonable effort or expense;

X      (b) The subject annual report,  semi-annual report,  transition report on
           Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
           filed  on  or  before  the  fifteenth   calendar  day  following  the
           prescribed  due date; or the subject  quarterly  report of transition
           report on Form 10-Q,  or portion  thereof  will be filed on or before
           the fifth calendar day following the prescribed due date; and

       (c) The  accountant's   statement  or  other  exhibit  required  by  Rule
           12b-25(c) has been attached if applicable.




PART III  --  NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.

Premier Laser Systems, Inc.  ("Premier"),  a California  corporation,  currently
owns  approximately  49% of  Registrant's  outstanding  common  stock and all of
Registrant's  Series B  Convertible  Preferred  Stock,  thereby  giving  Premier
majority voting control over Registrant.  In addition,  Registrant currently has
recorded in its  financial  statements a liability in favor of Premier in excess
of $2 million,  which amount is not net of claims by Registrant  against Premier
in potentially substantial amounts.

Registrant's  President/Chief Executive Officer resigned in January 2000 and its
Chief  Financial  Officer/Secretary  resigned in February  2000.  In March 2000,
Premier  filed a voluntary  petition for  protection  and  reorganization  under
Chapter 11 of the U.S.  Bankruptcy Code.  Registrant's  Chairman of the Board of
Directors is presently  acting as  Registrant's  President and  Secretary  until
Registrant is able to recruit and hire new management.

Since March 2000, Registrant has been aggressively exploring alternative sources
of funding,  such as issuing  additional  securities and entering into strategic
alliances.  Recently,  this effort has consumed  most of  management's  time and
resources.  And, on July 13, 2000,  Registrant,  Premier and MediVision  Medical
Imaging Ltd. ("MediVision"),  an Israeli corporation,  entered into a securities
purchase agreement and related agreements (the "Purchase  Agreements"),  whereby
MediVision  has committed to loan to  Registrant  approximately  $1.76  million,
subject to customary  closing  conditions and approval by the  bankruptcy  court
overseeing  Premier's  reorganization.  MediVision  has also  agreed to purchase
Registrant's  debt  obligations  from  Premier  and  convert  it into  shares of
Registrant's common stock. Upon consummation of the transactions contemplated by
the Purchase Agreements, subject to the terms and conditions therein, MediVision
shall acquire a  controlling  interest in  Registrant,  and Premier shall own no
interest in Registrant whatsoever.

As a result of the foregoing,  including related diligence  efforts,  Registrant
has been  unable to complete  the  information  required  for  inclusion  in the
currently  due  report  on Form  10-QSB,  and  could  not have  done so  without
unreasonable  effort and expense, so Registrant  requires,  and hereby requests,
the time allowed under Rule 12b-25 to complete its 10-QSB.




PART IV  --  OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification


       Walt Williams              (916)               646-2020
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         (Name)                (Area Code)       (Telephone Number)


(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If answer is no
     identify report(s).                                   X Yes     ___ No

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(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof?                                              X Yes     ___ No

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made

     Registrant will be reporting significantly decreased revenues and increased
     losses before  extraordinary  item during the three-and  nine-month periods
     ended May 31, 2000 versus the corresponding  three- and nine-month  periods
     ended  May 31,  1999,  due,  in large  measure,  to the  adverse  impact of
     diverting a significant  amount of the Registrant's  limited  resources and
     management  attention and selling efforts away from the its core operations
     during  fiscal  year 2000,  including  aggressively  exploring  alternative
     sources of necessary  funding  discussed  in greater  detail in Part III of
     this Form 12b-25.
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                           Ophthalmic Imaging Systems
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                 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date:  July 14, 2000                  By  /s/ WALT WILLIAMS
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                                         Walt Williams, Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

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                                    ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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