|                                  
|----------------------------------
|UNITED STATES                     
|SECURITIES AND EXCHANGE COMMISSION
|Washington, D.C. 20549            

| |                   | 
| | ----------------- | 
| |                   | 
| |                   | 
| | FORM
 10-Q/A      | 
| | (Amendment No. 1) | 
| |                   | 
| |                   | 

|  |                                                                                          
|- | -----------------------------------------------------------------------------------------
|x | QUARTERLY
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|  |                                                                                          
|  | For the quarterly period
 ended March 31, 2010                                           
|  |                                                                                          
|  | OR                                                                                       
|  |                                                                                          
|o | TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  |                                                                                          
|  | For the transition period
 from ________________ to ________________                     

|                                                        |  | 
|------------------------------------------------------- |  | 
|Commission
 file number: 0-26056                       
|                                                        |  | 
|                                                        |  | 
|                                                        |  | 
|Image Sensing Systems, Inc.                            
|(Exact
 name of registrant as specified in its charter)

|                                          |  |                     
|----------------------------------------- |  | --------------------
|Minnesota                                 |  | 41-1519168          
|(State
 or other jurisdiction of          |  | (I.R.S.
 Employer   
|incorporation
 or organization)           |  | Identification
 No.)
|                                          |  |                     
|500 Spruce Tree Centre                    |  |                     
|1600 University Avenue West               |  |                     
|St. Paul, MN                              |  | 55104               
|(Address
 of principal executive offices) |  | (Zip
 Code)         

|                                                                                    |  | 
|----------------------------------------------------------------------------------- |  | 
|(651) 603-7700                                                                     
|(Registrants
 telephone number, including area code)                              
|                                                                                    |  | 
|Not Applicable                                                                     
|(Former
 name, former address and former fiscal year, if changed since last report)
|                                                                                    |  | 
|                                                                                    |  | 

Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o

Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):

| |                                                |                            
| | ---------------------------------------------- | ---------------------------
| | Large accelerated filer o                      | Accelerated filer o        
| |                                                |                            
| | Non-accelerated filer o                        | Smaller reporting company x
| | (Do not check if a smaller
 reporting company) |                            

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

Indicate
the number of shares outstanding of each of the issuers classes of common
stock, as of the latest practicable date.

|                                         |  |                               
|---------------------------------------- |  | ------------------------------
|Class                                    |  | Outstanding
 at August 2, 2010
|Common
 Stock, $0.01 par value per share |  | 4,861,919
 shares             







Explanatory Note

This Amendment No. 1 on Form
10-Q/A (the Amendment) to the Quarterly Report on Form 10-Q of Image Sensing
Systems, Inc. (the Company) for its fiscal quarter ended March 31, 2010,
which was originally filed with the Securities and Exchange Commission (the SEC)
on May 11, 2010 (the Original Form 10-Q), is being filed to amend the
Original Form 10-Q as follows:

As a result of a comment
letter that the Company received from the SEC dated July 29, 2010, in part
concerning the Companys Original Form 10-Q, the authorized officers of the
Company are filing this Amendment to amend the Section 302 certifications
included in the Original Form 10-Q required by Item 601(b)(31) of Regulation
S-K. The revised certifications are attached to this Amendment as Exhibits 31.1
and 31.2.

Except as stated herein,
this Amendment does not reflect events occurring after the date of the Original
Form 10-Q, and no attempt has been made in this Quarterly Report on Form 10-Q/A
to modify or update other disclosures as presented in the Original Form 10-Q.
The remainder of the Original Form 10-Q is unchanged and is not reproduced in
this filing.

PART II. OTHER INFORMATION

|        |         
|------- | --------
|Item 6. | Exhibits

The following exhibits are
filed as part of this Quarterly Report on Form 10-Q/A for the quarterly period
ended March 31, 2010:

|                 |  |                                                                                                     
|---------------- |  | ----------------------------------------------------------------------------------------------------
|Exhibit 
 Number |  | Description                                                                                         
|                 |  |                                                                                                     
|31.1             |  | Certification of Chief
 Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|                 |  |                                                                                                     
|31.2             |  | Certification of Chief
 Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

In accordance with the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                          |                              |                                              
|------------------------- | ---------------------------- | ---------------------------------------------
|                          | Image Sensing Systems,
 Inc.
|                          |                              |                                              
|Dated: September 3,
 2010 | By:                          | /s/ Kenneth R. Aubrey                        
|                          |                              | Kenneth R. Aubrey                            
|                          |                              | President and Chief
 Executive Officer       
|                          |                              | (principal executive
 officer)               
|                          |                              |                                              
|Dated: September 3,
 2010 | By:                          | /s/ Gregory R. L. Smith                      
|                          |                              | Gregory R. L. Smith                          
|                          |                              | Chief Financial Officer                      
|                          |                              | (principal financial and
 accounting officer)

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EXHIBIT INDEX

|            |  |                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                         
|            |  |                                                                                                     
|31.1        |  | Certification of Chief
 Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|            |  |                                                                                                     
|31.2        |  | Certification of Chief
 Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

- 3 -

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