AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 2002


                       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)

                             2000 STOCK OPTION PLAN
                            (Full title of the plans)

                       GIL ALLON, CHIEF EXECUTIVE 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.
                     JENKENS & GILCHRIST PARKER CHAPIN, LLP
                              THE CHRYSLER BUILDING
                              405 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10174
                                 (212) 704-6000


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                         Proposed Maximum    Proposed Maximum
 Title of Securities    Amount to Be     Offering Price          Aggregate          Amount of
 to Be Registered       Registered(1)        per Share         Offering Price    Registration Fee
<S>                     <C>                  <C>              <C>                   <C>
Common Stock,           1,400,000            $0.406           $568,400.00           $142.10
 no par value

Common Stock,
 no par value             100,000            $0.406           $ 40,600.00           $ 10.15

TOTAL:                  1,500,000                                                   $152.25
</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 2000 Stock Option Plan (the "Plan").


<PAGE>

                                    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/A  for the  transition  period  ended  December  31,  2000 filed with the
Commission on May 18, 2001, (2) the Company's  quarterly  reports on form 10-QSB
filed with the  Commission  on May 21,  2001 and August  14,  2001,  and (3) 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.

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



<PAGE>

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


<PAGE>

defined in Section  317) for breach of duty to the Company and its  shareholders
through bylaw provisions or through  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 Bylaws 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).

          5         Opinion and consent of Jenkens &  Gilchrist  Parker  Chapin,
                    LLP,  counsel  to the  Company,  as to the  legality  of the
                    securities being offered.*

          23(a)     Consent of Perry-Smith & Company LLP, Independent Auditors.*

          23(b)     Consent of Jenkens & Gilchrist Parker Chapin, LLP (contained
                    in Exhibit 5).*

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

          99        2000 Stock Option Plan.*

          ----------
          *Filed herewith


<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 the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered


<PAGE>

therein,  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 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.


<PAGE>

                                   SIGNATURES

          In accordance with 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  of filing  on Form S-8 and  authorizes  this
registration  statement  to be signed on its behalf by the  undersigned,  in the
City of Sacramento, State of California, on March 1, 2002.

                                         OPHTHALMIC IMAGING SYSTEMS


                                         By: /s/ Gil Allon
                                             ----------------------------------
                                             Gil Allon, Chief Executive Officer


                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below   constitutes   and  appoints  Gil  Allon  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/ Gil Allon               Chief Executive Officer,          March 1, 2002
   -------------               Chief Financial Officer
   Gil Allon                   and Director



   /s/ Noam Allon              Director                      February 21, 2002
   --------------
   Noam Allon



   /s/ Ariel Shenhar           Director                      February 20, 2002
   -----------------
   Ariel Shenhar



   /s/ Jonathan Adereth        Director                          March 1, 2002
   --------------------
   Jonathan Adereth

<PAGE>




                                  EXHIBIT INDEX

Exhibit
Number                                                                   Page
-------                                                                 -------

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 Bylaws 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).

5         Opinion and consent of Jenkens &  Gilchrist  Parker  Chapin,
          LLP,  counsel  to the  Company,  as to the  legality  of the
          securities being offered.*

23(a)     Consent of Perry-Smith & Company LLP, Independent Auditors.*

23(b)     Consent of Jenkens & Gilchrist Parker Chapin, LLP (contained
          in Exhibit 5).*

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

99        2000 Stock Option Plan.*

----------
*Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "d743935_2.txt", "description": "02/26/02", "secsgml_size_bytes": 19036}]
{"company-data": {"conformed-name": "OPHTHALMIC IMAGING SYSTEMS INC", "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": "333-83636", "film-number": "02565187"}, "business-address": {"street1": "221 LATHROP WAY STE 1", "city": "SACRAMENTO", "state": "CA", "zip": "95815", "phone": "9166462020"}, "mail-address": {"street1": "221 LATHROP WAY", "street2": "SUITE 1", "city": "SACRAMENTO", "state": "CA", "zip": "95815"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 2002

                       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)

                             2000 STOCK OPTION PLAN
                            (Full title of the plans)

                       GIL ALLON, CHIEF EXECUTIVE 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.
                     JENKENS & GILCHRIST PARKER CHAPIN, LLP
                              THE CHRYSLER BUILDING
                              405 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10174
                                 (212) 704-6000

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum    Proposed Maximum
 Title of Securities    Amount to Be     Offering Price          Aggregate          Amount of
 to Be Registered       Registered(1)        per Share         Offering Price    Registration Fee
Common Stock,           1,400,000            $0.406           $568,400.00           $142.10
 no par value

Common Stock,
 no par value             100,000            $0.406           $ 40,600.00           $ 10.15

TOTAL:                  1,500,000                                                   $152.25
----------
(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 2000 Stock Option Plan (the "Plan").
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/A  for the  transition  period  ended  December  31,  2000 filed with the
Commission on May 18, 2001, (2) the Company's  quarterly  reports on form 10-QSB
filed with the  Commission  on May 21,  2001 and August  14,  2001,  and (3) 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.

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  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 Bylaws 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).

          5         Opinion and consent of Jenkens &  Gilchrist  Parker  Chapin,
                    LLP,  counsel  to the  Company,  as to the  legality  of the
                    securities being offered.*

          23(a)     Consent of Perry-Smith & Company LLP, Independent Auditors.*

          23(b)     Consent of Jenkens & Gilchrist Parker Chapin, LLP (contained
                    in Exhibit 5).*

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

          99        2000 Stock Option Plan.*

          ----------
          *Filed herewith
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 the
registration  statement  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.

          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 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.
SIGNATURES

          In accordance with 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  of filing  on Form S-8 and  authorizes  this
registration  statement  to be signed on its behalf by the  undersigned,  in the
City of Sacramento, State of California, on March 1, 2002.

                                         OPHTHALMIC IMAGING SYSTEMS

                                         By: /s/ Gil Allon
                                             ----------------------------------
                                             Gil Allon, Chief Executive Officer

                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below   constitutes   and  appoints  Gil  Allon  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/ Gil Allon               Chief Executive Officer,          March 1, 2002
   -------------               Chief Financial Officer
   Gil Allon                   and Director

   /s/ Noam Allon              Director                      February 21, 2002
   --------------
   Noam Allon

   /s/ Ariel Shenhar           Director                      February 20, 2002
   -----------------
   Ariel Shenhar

   /s/ Jonathan Adereth        Director                          March 1, 2002
   --------------------
   Jonathan Adereth
EXHIBIT INDEX

Exhibit
Number                                                                   Page
-------                                                                 -------

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 Bylaws 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).

5         Opinion and consent of Jenkens &  Gilchrist  Parker  Chapin,
          LLP,  counsel  to the  Company,  as to the  legality  of the
          securities being offered.*

23(a)     Consent of Perry-Smith & Company LLP, Independent Auditors.*

23(b)     Consent of Jenkens & Gilchrist Parker Chapin, LLP (contained
          in Exhibit 5).*

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

99        2000 Stock Option Plan.*

----------
*Filed herewith