AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 2006
                                                      REGISTRATION FILE NO. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

                           OPHTHALMIC IMAGING SYSTEMS
             (Exact name of registrant as specified in its charter)

             CALIFORNIA                                        94-3035367
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                          Identification No.)

    221 LATHROP WAY, SUITE I SACRAMENTO, CA                  95815
   (Address of Principal Executive Offices)                (Zip Code)

                             2005 STOCK OPTION PLAN
                             2003 STOCK OPTION PLAN
                            (Full title of the plans)

                     ARIEL SHENHAR, CHIEF FINANCIAL OFFICER
                     (Name and address of agent for service)

                                 (916) 646-2020
          (Telephone number, including area code, of agent for service)

                                 WITH A COPY TO:

                             HENRY I. ROTHMAN, ESQ.
                              TROUTMAN SANDERS, LLP
                              THE CHRYSLER BUILDING
                              405 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10174
                                 (212) 704-6000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------- ------------------ ------------------------ ---------------------------- -------------------
 Title of Securities      Amount to Be        Proposed Maximum      Proposed Maximum Aggregate       Amount of
   to Be Registered       Registered(1)      Offering Price per           Offering Price          Registration Fee
                                                    Share
----------------------- ------------------ ------------------------ ---------------------------- -------------------
<S>                              <C>              <C>                         <C>                      <C>
Common Stock,
 no par value           613,000 shares(2)         $0.681(3)                  $417,453                 $44.67
----------------------- ------------------ ------------------------ ---------------------------- -------------------
Common Stock,
 no par value           26,000 shares(2)          $1.100(3)                   $28,600                  $3.06
----------------------- ------------------ ------------------------ ---------------------------- -------------------
Common Stock,
 no par value           20,000 shares(2)          $1.96 (3)                   $39,200                  $4.19
----------------------- ------------------ ------------------------ ---------------------------- -------------------
Common Stock,
 no par value           91,000 shares(4)          $1.85(6)                   $168,350                  $18.01
----------------------- ------------------ ------------------------ ---------------------------- -------------------
Common Stock,
 no par value           750,000 shares(5)         $1.85(6)                 $1,387,500                 $148.46
----------------------- ------------------ ------------------------ ---------------------------- -------------------
TOTAL:                  1,500,000 shares                                                              $218.39
----------------------- ------------------ ------------------------ ---------------------------- -------------------
</TABLE>

(1)  Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby such
     additional  securities as may result from  anti-dilution  adjustments under
     the 2003 Stock Option Plan (the "2003 Plan") and the 2005 Stock Option Plan
     (the "2005 Plan").
(2)  Shares underlying options already granted under the 2003 Plan.
(3)  Calculated pursuant to Rule 457(h) of the Securities Act.
(4)  Shares underlying options to be granted under the 2003 Plan.
(5)  Shares underlying options to be granted under the 2005 Plan.
(6)  Estimated solely for the purpose of calculating the registration fee on the
     basis of, pursuant to Rules 457(h) and 457(c),  based on the average of the
     high and low sales prices of the registrant's Common Stock on May 18, 2006.


<PAGE>
                                     PART I.

                            SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to  participants  in the 2003 Stock  Option  Plan (the
"2003 Plan") and the 2005 Stock  Option Plan (the "2005 Plan" and together  with
the 2003 Plan, the "Plans") as specified by Rule 428(b)(1)  under the Securities
Act of 1933,  as amended.  Such  documents  are not  required to be, and are not
being,  filed by the Registrant  with the  Securities  and Exchange  Commission,
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements  pursuant to Rule 424 under the  Securities Act of 1933, as amended.
Such documents,  together with the documents  incorporated  by reference  herein
pursuant  to  Item 3 of  Part II of this  Registration  Statement  on Form  S-8,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act of 1933, as amended.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents  heretofore filed by Ophthalmic Imaging Systems
(the "Company") with the Securities and Exchange  Commission (the  "Commission")
are  incorporated  herein by reference:  (1) the Company's annual report on Form
10-KSB for the fiscal year ended  December 31, 2005 filed with the Commission on
March 28,  2006,  (2) the  Company's  quarterly  report on Form  10-QSB  for the
quarter ended March 31, 2006, filed with the Commission on May 11, 2006, (3) the
Company's current reports on Form 8-K filed with the Commission on April 5, 2006
and May 9, 2006, and (4) the description of the Company's Common Stock contained
in the registrant's Registration Statement on Form 8-A filed with the Commission
on May 13, 1992.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement pursuant to Sections 13(a),  13(c), 14 or 15(d) of the 1934 Act, prior
to the filing of a post-effective  amendment which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document  incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

                                      II-1
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 317 of the California  Corporations Code ("Section 317") states
that a corporation  shall have the power to indemnify any person who was or is a
party or is  threatened  to be made a party  to any  proceeding  (other  than an
action by or in the right of the corporation to procure a judgment in its favor)
by  reason of the fact  that the  person is or was an agent of the  corporation,
against expenses,  judgments, fines, settlements, and other amounts actually and
reasonably  incurred in connection  with the  proceeding if that person acted in
good  faith and in a manner  the person  reasonably  believed  to be in the best
interests of the corporation and, in the case of a criminal  proceeding,  had no
reasonable cause to believe the conduct of the person was unlawful. In addition,
a corporation shall have the power to indemnify any person who was or is a party
or is threatened  to be made a party to any  threatened,  pending,  or completed
action by or in the right of the  corporation to procure a judgment in its favor
by  reason of the fact  that the  person is or was an agent of the  corporation,
against expenses  actually and reasonably  incurred by that person in connection
with the defense or  settlement of the action if the person acted in good faith,
in a manner the person  believed to be in the best interests of the  corporation
and its shareholders.

         With regard to a provision authorizing the indemnification of directors
or agents in excess of that expressly  permitted by Section 317,  Section 204 of
the California  Corporations  Code ("Section  204")  stipulates  that (A) such a
provision may not eliminate or limit the liability of directors or agents, among
other things, (i) for acts or omissions that involve intentional misconduct or a
knowing  and  culpable  violation  of law,  (ii)  for acts or  omissions  that a
director  or  agent  believes  to be  contrary  to  the  best  interests  of the
corporation or its shareholders or that involve the absence of good faith on the
part of the director or agent,  (iii) for any transaction  from which a director
or agent derived an improper personal  benefit,  (iv) for acts or omissions that
show a reckless  disregard for the director's or agent's duty to the corporation
or its  shareholders in  circumstances in which the director or agent was aware,
or should have been aware,  in the ordinary course of performing a director's or
agent's  duties,  of a  risk  of  serious  injury  to  the  corporation  or  its
shareholders,  or (v) for acts or omissions that constitute an unexcused pattern
of  inattention  that amounts to an abdication of the director's or agent's duty
to the corporation or its shareholders, (B) no such provision shall eliminate or
limit the  liability  of a director or agent for any act or  omission  occurring
prior  to the  date  when  the  provision  becomes  effective,  and  (C) no such
provision  shall  eliminate or limit the  liability of an officer for any act or
omission as an officer,  notwithstanding  that the officer is also a director or
agent or that his or her actions,  if negligent or improper,  have been ratified
by the directors.

         For purposes of Section 317,  "agent"  means any person who is or was a
director,  officer,  employee  or other agent of the  corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another foreign or domestic  corporation,  partnership,  joint venture,
trust or other enterprise,  or was a director,  officer,  employee or agent of a
foreign or  domestic  corporation  which was a  predecessor  corporation  of the
corporation  or  of  another  enterprise  at  the  request  of  the  predecessor
corporation;  "proceeding" means any threatened,  pending or completed action or
proceeding,  whether  civil,  criminal,  administrative  or  investigative;  and
"expenses"  includes  without  limitation  attorneys'  fees and any  expenses of
establishing a right to indemnification.

         The Company's Certificate of Incorporation  provides that the liability
of the directors for monetary  damages shall be eliminated to the fullest extent
under California Law. In addition, it provides that the Company is authorized to
provide indemnification to agents (as defined in Section 317) for breach of duty
to the  Company  and  its  shareholders  through  bylaw  provisions  or  through

                                      II-2
<PAGE>

agreements with agents, or both, in excess of the  indemnification  permitted by
Section 317, subject to the limits on such excess  indemnification  set forth in
Section  204. The Bylaws of the Company  provide that the Company may  indemnify
any director, officer, agent or employee as to those liabilities and those terms
and  conditions as are specified in Section 317, and that the Company shall have
the right to  purchase  and  maintain  insurance  on  behalf of any such  person
whether or not the Company would have the power to indemnify such person against
the liability insured against.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.
         --------

         Exhibit
         Number
         ------

         4(a)     Articles of Incorporation  of the Registrant  (incorporated by
                  reference to the registrant's  Registration  Statement on Form
                  S-18, filed on April 6, 1992, file number 33-46864-LA).

         4(b)     Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 99.1 of the  registrant's  Current Report
                  on Form 8-K, filed on May 5, 2005).

         5        Opinion and consent of Troutman  Sanders  LLP,  counsel to the
                  Company, as to the legality of the securities being offered.*

         23.1     Consent of Perry-Smith LLP.*

         23.2     Consent of Troutman Sanders LLP (contained in Exhibit 5).*

         24       Power of Attorney  (contained  in the  signature  page to this
                  registration statement).

         99.1     2003 Stock Option Plan.*

         99.2     2005 Stock Option Plan.*

         99.3     Form of  Stock  Option  Agreement  for the  grant  of stock to
                  employees of Registrant under the Plans.*

         99.4     Form of  Stock  Option  Agreement  for the  grant  of stock to
                  non-employees of Registrant under the Plans.*

         ____________________________
         *Filed herewith

                                      II-3
<PAGE>

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

             (i) To include any prospectus  required by Section  10(a)(3) of the
Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

             (iii) To include any material  information with respect to the plan
of distribution not previously  disclosed in the  registration  statement or any
material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in


                                      II-4
<PAGE>

the  Act  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.







                                      II-5
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Sacramento, State of California, on May 10, 2006.

                                    OPHTHALMIC IMAGING SYSTEMS


                                    By:   /s/ Ariel Shenhar
                                          --------------------------------------
                                          Ariel Shenhar, Chief Financial Officer


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints each of Gil Allon and Ariel Shenhar his
true  and  lawful   attorneys-in-fact  and  agents,  each  with  full  power  of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments, including post-effective
amendments,  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that each said  attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.


               Signature                   Title                        Date

/s/ Gill Allon                  Chief Executive Officer and         May 10, 2006
---------------------------     Director
Gil Allon

/s/ Ariel Shenhar               Chief Financial Officer,            May 10, 2006
---------------------------     Secretary and Director
Ariel Shenhar

/s/ Yigal Berman                Director                            May 10, 2006
---------------------------
Yigal Berman

/s/ Michael Benoff              Director                            May 10, 2006
---------------------------
Michael Benoff

/s/ Merle Symes                 Director                            May 10, 2006
---------------------------
Merle Symes



                                      II-6
<PAGE>


                                  EXHIBIT INDEX


         Exhibit
         Number
         ------

         4(a)     Articles of Incorporation  of the Registrant  (incorporated by
                  reference to the registrant's  Registration  Statement on Form
                  S-18, filed on April 6, 1992, file number 33-46864-LA).

         4(b)     Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 99.1 of the  registrant's  Current Report
                  on Form 8-K, filed on May 5, 2005).

         5        Opinion and consent of Troutman  Sanders  LLP,  counsel to the
                  Company, as to the legality of the securities being offered.*

         23.1     Consent of Perry-Smith LLP.*

         23.2     Consent of Troutman Sanders LLP (contained in Exhibit 5).*

         24       Power of Attorney  (contained  in the  signature  page to this
                  registration statement).

         99.1     2003 Stock Option Plan.*

         99.2     2005 Stock Option Plan.*

         99.3     Form of  Stock  Option  Agreement  for the  grant  of stock to
                  employees of Registrant under the Plans.*

         99.4     Form of  Stock  Option  Agreement  for the  grant  of stock to
                  non-employees of Registrant under the Plans.*

         ____________________________
         *Filed herewith



                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "fs8-05192006.txt", "description": "MAY 19, 2006", "secsgml_size_bytes": 23133}]
{"company-data": {"conformed-name": "OPHTHALMIC IMAGING SYSTEMS", "cik": "0000885317", "assigned-sic": "3841", "irs-number": "943035367", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-134368", "film-number": "06858578"}, "business-address": {"street1": "221 LATHROP WAY", "street2": "SUITE 1", "city": "SACRAMENTO", "state": "CA", "zip": "95815", "phone": "9166462020"}, "mail-address": {"street1": "221 LATHROP WAY", "street2": "SUITE 1", "city": "SACRAMENTO", "state": "CA", "zip": "95815"}, "former-company": {"former-conformed-name": "OPHTHALMIC IMAGING SYSTEMS INC", "date-changed": "19930328"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 2006
                                                      REGISTRATION FILE NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

                           OPHTHALMIC IMAGING SYSTEMS
             (Exact name of registrant as specified in its charter)

             CALIFORNIA                                        94-3035367
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                          Identification No.)

    221 LATHROP WAY, SUITE I SACRAMENTO, CA                  95815
   (Address of Principal Executive Offices)                (Zip Code)

                             2005 STOCK OPTION PLAN
                             2003 STOCK OPTION PLAN
                            (Full title of the plans)

                     ARIEL SHENHAR, CHIEF FINANCIAL OFFICER
                     (Name and address of agent for service)

                                 (916) 646-2020
          (Telephone number, including area code, of agent for service)

                                 WITH A COPY TO:

                             HENRY I. ROTHMAN, ESQ.
                              TROUTMAN SANDERS, LLP
                              THE CHRYSLER BUILDING
                              405 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10174
                                 (212) 704-6000

                         CALCULATION OF REGISTRATION FEE
----------------------- ------------------ ------------------------ ---------------------------- -------------------
 Title of Securities      Amount to Be        Proposed Maximum      Proposed Maximum Aggregate       Amount of
   to Be Registered       Registered(1)      Offering Price per           Offering Price          Registration Fee
                                                    Share
----------------------- ------------------ ------------------------ ---------------------------- -------------------
Common Stock,
 no par value           613,000 shares(2)         $0.681(3)                  $417,453                 $44.67
----------------------- ------------------ ------------------------ ---------------------------- -------------------
Common Stock,
 no par value           26,000 shares(2)          $1.100(3)                   $28,600                  $3.06
----------------------- ------------------ ------------------------ ---------------------------- -------------------
Common Stock,
 no par value           20,000 shares(2)          $1.96 (3)                   $39,200                  $4.19
----------------------- ------------------ ------------------------ ---------------------------- -------------------
Common Stock,
 no par value           91,000 shares(4)          $1.85(6)                   $168,350                  $18.01
----------------------- ------------------ ------------------------ ---------------------------- -------------------
Common Stock,
 no par value           750,000 shares(5)         $1.85(6)                 $1,387,500                 $148.46
----------------------- ------------------ ------------------------ ---------------------------- -------------------
TOTAL:                  1,500,000 shares                                                              $218.39
----------------------- ------------------ ------------------------ ---------------------------- -------------------
(1)  Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby such
     additional  securities as may result from  anti-dilution  adjustments under
     the 2003 Stock Option Plan (the "2003 Plan") and the 2005 Stock Option Plan
     (the "2005 Plan").
(2)  Shares underlying options already granted under the 2003 Plan.
(3)  Calculated pursuant to Rule 457(h) of the Securities Act.
(4)  Shares underlying options to be granted under the 2003 Plan.
(5)  Shares underlying options to be granted under the 2005 Plan.
(6)  Estimated solely for the purpose of calculating the registration fee on the
     basis of, pursuant to Rules 457(h) and 457(c),  based on the average of the
     high and low sales prices of the registrant's Common Stock on May 18, 2006.
PART I.

                            SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to  participants  in the 2003 Stock  Option  Plan (the
"2003 Plan") and the 2005 Stock  Option Plan (the "2005 Plan" and together  with
the 2003 Plan, the "Plans") as specified by Rule 428(b)(1)  under the Securities
Act of 1933,  as amended.  Such  documents  are not  required to be, and are not
being,  filed by the Registrant  with the  Securities  and Exchange  Commission,
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements  pursuant to Rule 424 under the  Securities Act of 1933, as amended.
Such documents,  together with the documents  incorporated  by reference  herein
pursuant  to  Item 3 of  Part II of this  Registration  Statement  on Form  S-8,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act of 1933, as amended.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents  heretofore filed by Ophthalmic Imaging Systems
(the "Company") with the Securities and Exchange  Commission (the  "Commission")
are  incorporated  herein by reference:  (1) the Company's annual report on Form
10-KSB for the fiscal year ended  December 31, 2005 filed with the Commission on
March 28,  2006,  (2) the  Company's  quarterly  report on Form  10-QSB  for the
quarter ended March 31, 2006, filed with the Commission on May 11, 2006, (3) the
Company's current reports on Form 8-K filed with the Commission on April 5, 2006
and May 9, 2006, and (4) the description of the Company's Common Stock contained
in the registrant's Registration Statement on Form 8-A filed with the Commission
on May 13, 1992.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement pursuant to Sections 13(a),  13(c), 14 or 15(d) of the 1934 Act, prior
to the filing of a post-effective  amendment which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document  incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

                                      II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 317 of the California  Corporations Code ("Section 317") states
that a corporation  shall have the power to indemnify any person who was or is a
party or is  threatened  to be made a party  to any  proceeding  (other  than an
action by or in the right of the corporation to procure a judgment in its favor)
by  reason of the fact  that the  person is or was an agent of the  corporation,
against expenses,  judgments, fines, settlements, and other amounts actually and
reasonably  incurred in connection  with the  proceeding if that person acted in
good  faith and in a manner  the person  reasonably  believed  to be in the best
interests of the corporation and, in the case of a criminal  proceeding,  had no
reasonable cause to believe the conduct of the person was unlawful. In addition,
a corporation shall have the power to indemnify any person who was or is a party
or is threatened  to be made a party to any  threatened,  pending,  or completed
action by or in the right of the  corporation to procure a judgment in its favor
by  reason of the fact  that the  person is or was an agent of the  corporation,
against expenses  actually and reasonably  incurred by that person in connection
with the defense or  settlement of the action if the person acted in good faith,
in a manner the person  believed to be in the best interests of the  corporation
and its shareholders.

         With regard to a provision authorizing the indemnification of directors
or agents in excess of that expressly  permitted by Section 317,  Section 204 of
the California  Corporations  Code ("Section  204")  stipulates  that (A) such a
provision may not eliminate or limit the liability of directors or agents, among
other things, (i) for acts or omissions that involve intentional misconduct or a
knowing  and  culpable  violation  of law,  (ii)  for acts or  omissions  that a
director  or  agent  believes  to be  contrary  to  the  best  interests  of the
corporation or its shareholders or that involve the absence of good faith on the
part of the director or agent,  (iii) for any transaction  from which a director
or agent derived an improper personal  benefit,  (iv) for acts or omissions that
show a reckless  disregard for the director's or agent's duty to the corporation
or its  shareholders in  circumstances in which the director or agent was aware,
or should have been aware,  in the ordinary course of performing a director's or
agent's  duties,  of a  risk  of  serious  injury  to  the  corporation  or  its
shareholders,  or (v) for acts or omissions that constitute an unexcused pattern
of  inattention  that amounts to an abdication of the director's or agent's duty
to the corporation or its shareholders, (B) no such provision shall eliminate or
limit the  liability  of a director or agent for any act or  omission  occurring
prior  to the  date  when  the  provision  becomes  effective,  and  (C) no such
provision  shall  eliminate or limit the  liability of an officer for any act or
omission as an officer,  notwithstanding  that the officer is also a director or
agent or that his or her actions,  if negligent or improper,  have been ratified
by the directors.

         For purposes of Section 317,  "agent"  means any person who is or was a
director,  officer,  employee  or other agent of the  corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another foreign or domestic  corporation,  partnership,  joint venture,
trust or other enterprise,  or was a director,  officer,  employee or agent of a
foreign or  domestic  corporation  which was a  predecessor  corporation  of the
corporation  or  of  another  enterprise  at  the  request  of  the  predecessor
corporation;  "proceeding" means any threatened,  pending or completed action or
proceeding,  whether  civil,  criminal,  administrative  or  investigative;  and
"expenses"  includes  without  limitation  attorneys'  fees and any  expenses of
establishing a right to indemnification.

         The Company's Certificate of Incorporation  provides that the liability
of the directors for monetary  damages shall be eliminated to the fullest extent
under California Law. In addition, it provides that the Company is authorized to
provide indemnification to agents (as defined in Section 317) for breach of duty
to the  Company  and  its  shareholders  through  bylaw  provisions  or  through

                                      II-2
agreements with agents, or both, in excess of the  indemnification  permitted by
Section 317, subject to the limits on such excess  indemnification  set forth in
Section  204. The Bylaws of the Company  provide that the Company may  indemnify
any director, officer, agent or employee as to those liabilities and those terms
and  conditions as are specified in Section 317, and that the Company shall have
the right to  purchase  and  maintain  insurance  on  behalf of any such  person
whether or not the Company would have the power to indemnify such person against
the liability insured against.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.
         --------

         Exhibit
         Number
         ------

         4(a)     Articles of Incorporation  of the Registrant  (incorporated by
                  reference to the registrant's  Registration  Statement on Form
                  S-18, filed on April 6, 1992, file number 33-46864-LA).

         4(b)     Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 99.1 of the  registrant's  Current Report
                  on Form 8-K, filed on May 5, 2005).

         5        Opinion and consent of Troutman  Sanders  LLP,  counsel to the
                  Company, as to the legality of the securities being offered.*

         23.1     Consent of Perry-Smith LLP.*

         23.2     Consent of Troutman Sanders LLP (contained in Exhibit 5).*

         24       Power of Attorney  (contained  in the  signature  page to this
                  registration statement).

         99.1     2003 Stock Option Plan.*

         99.2     2005 Stock Option Plan.*

         99.3     Form of  Stock  Option  Agreement  for the  grant  of stock to
                  employees of Registrant under the Plans.*

         99.4     Form of  Stock  Option  Agreement  for the  grant  of stock to
                  non-employees of Registrant under the Plans.*

         ____________________________
         *Filed herewith

                                      II-3
ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

             (i) To include any prospectus  required by Section  10(a)(3) of the
Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

             (iii) To include any material  information with respect to the plan
of distribution not previously  disclosed in the  registration  statement or any
material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in

                                      II-4
the  Act  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Sacramento, State of California, on May 10, 2006.

                                    OPHTHALMIC IMAGING SYSTEMS

                                    By:   /s/ Ariel Shenhar
                                          --------------------------------------
                                          Ariel Shenhar, Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints each of Gil Allon and Ariel Shenhar his
true  and  lawful   attorneys-in-fact  and  agents,  each  with  full  power  of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments, including post-effective
amendments,  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that each said  attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

               Signature                   Title                        Date

/s/ Gill Allon                  Chief Executive Officer and         May 10, 2006
---------------------------     Director
Gil Allon

/s/ Ariel Shenhar               Chief Financial Officer,            May 10, 2006
---------------------------     Secretary and Director
Ariel Shenhar

/s/ Yigal Berman                Director                            May 10, 2006
---------------------------
Yigal Berman

/s/ Michael Benoff              Director                            May 10, 2006
---------------------------
Michael Benoff

/s/ Merle Symes                 Director                            May 10, 2006
---------------------------
Merle Symes

                                      II-6
EXHIBIT INDEX

         Exhibit
         Number
         ------

         4(a)     Articles of Incorporation  of the Registrant  (incorporated by
                  reference to the registrant's  Registration  Statement on Form
                  S-18, filed on April 6, 1992, file number 33-46864-LA).

         4(b)     Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 99.1 of the  registrant's  Current Report
                  on Form 8-K, filed on May 5, 2005).

         5        Opinion and consent of Troutman  Sanders  LLP,  counsel to the
                  Company, as to the legality of the securities being offered.*

         23.1     Consent of Perry-Smith LLP.*

         23.2     Consent of Troutman Sanders LLP (contained in Exhibit 5).*

         24       Power of Attorney  (contained  in the  signature  page to this
                  registration statement).

         99.1     2003 Stock Option Plan.*

         99.2     2005 Stock Option Plan.*

         99.3     Form of  Stock  Option  Agreement  for the  grant  of stock to
                  employees of Registrant under the Plans.*

         99.4     Form of  Stock  Option  Agreement  for the  grant  of stock to
                  non-employees of Registrant under the Plans.*

         ____________________________
         *Filed herewith

                                      II-7