# UNITED STATES
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):   April 21, 2005

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:

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

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

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

|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 or the Exchange Act of 1933, as amended (the Securities Act), except as expressly set forth by
specific reference in such filing:

| | On April 21, 2005, 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 March
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 April 21, 2005, 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:   April 21, 2005.

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# EXHIBIT INDEX

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

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