# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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# FORM 8-K

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# CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   February 20, 2006

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IMAGE SENSING SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Minnesota
(State or Other Jurisdiction of Incorporation)

|0-26056                  | 41-1519168
|------------------------ | ----------
|(Commission File Number) |           

500 Spruce Tree Centre, 1600 University Avenue West, St. Paul, Minnesota 55104
(Address of Principal Executive Offices, Including Zip Code)

(651) 603-7700
(Registrants Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

|o |  | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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|o |  | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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|o |  | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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|o |  | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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# Item 2.02   Results of Operations and Financial Condition.

The following information is
being furnished in accordance with Item 2.02 of Form 8-K and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of
1933, as amended (the Securities Act) or the Exchange Act, except as expressly set forth by specific reference in such
filing:

| | On February 20, 2006, Image Sensing Systems, Inc. (the
Company), issued a press release to report the Companys results of operations and financial condition for the
completed fiscal quarter ended December 31, 2005. The press release is furnished as Exhibit 99.1 hereto and is incorporated herein
by reference.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Item 9.01   Financial Statements and Exhibits.

(c)       The
following exhibit is being furnished in accordance with Item 2.02 of Form 8-K and shall not be deemed
filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor
shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such filing:

99.1       Press
Release, dated February 20, 2006, of Image Sensing Systems, Inc.

# SIGNATURES

Pursuant to 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
hereunto duly authorized.

| | IMAGE SENSING SYSTEMS, INC.
| | ---------------------------
|
| | By:                        
| |                            
|

Dated: February 20, 2006.

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# EXHIBIT INDEX

|Exhibit No. |  | Description
|----------- |  | -----------

|99.1 |  | Press Release, dated February 20, 2006, of Image Sensing Systems,
Inc.
|---- |  | ----------------------------------------------------------------------

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