# UNITED STATES

# SECURITIES AND
EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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# FORM 8-K

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

Date of Report (Date of
earliest event reported): April 27, 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) | (IRS Employer Identification No.)

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)

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

| | On April 27, 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 March 31, 2006. 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 27, 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: April 27, 2006.

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# EXHIBIT INDEX

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

|99.1 |  | Press
Release, dated April 27, 2006, of Image Sensing Systems, Inc.
|---- |  | -------------------------------------------------------------------

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