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

# FORM 8-K

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

Date of Report (Date of earliest event reported): October 20, 2004

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) | (IRS Employer Identification No.)

500 Spruce Tree Centre,
1600 University Avenue, 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)

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:

| | Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
| | -------------------------------------------------------------------------------------

| | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
| | --------------------------------------------------------------------------------------

| | Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
| | ------------------------------------------------------------------------------------------------------

| | 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 12 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:

| | On October 20, 2004, Image Sensing Systems, Inc. issued a press release to report the
Companys results of operations and financial condition for the completed fiscal
quarter ended September 30, 2004. 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 12 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:

99.1    Press
Release, dated October 20, 2004, 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.
| | ---------------------------
|
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Dated: October 20, 2004.

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# EXHIBIT INDEX

|Exhibit No. | Description
|----------- | -----------
|           
|99.1        |