U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002

Commission File Number:    1-11140

                           OPHTHALMIC IMAGING SYSTEMS
             (Exact name of registrant as specified in its charter)

                              California 94-3035367
           (State of Incorporation) (IRS Employer Identification No.)

                 221 Lathrop Way, Suite I, Sacramento, CA 95815
                    (Address of principal executive offices)

                                 (916) 646-2020
                (Issuer's telephone number, including area code)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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      XX                No
              -------------             -------------

As of November 14, 2002,  8,138,305  shares of common stock, no par value,  were
outstanding.

Transitional Small Business Disclosure Format:

         Yes                        No      XX
              -------------             -------------



<PAGE>


                           OPHTHALMIC IMAGING SYSTEMS

                                   FORM 10-QSB

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2002



PART I.  FINANCIAL INFORMATION                                             Page
                                                                           ----

Item 1.  Financial Statements

         Condensed Balance Sheet as of September 30, 2002                    2

         Condensed Statements of Operations for the Three Months
         and Nine Months ended September 30, 2002 and
         September 30, 2001                                                  3

         Condensed Statements of Cash Flows for the Nine Months
         ended September 30, 2002 and September 30, 2001                     4

         Notes to Financial Statements                                       5

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                               9


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                  16

Item 2.  Changes in Securities and Use of Proceeds                          16

Item 3.  Defaults upon Senior Securities                                    16

Item 4.  Submission of Matters to a Vote of Security Holders                16

Item 5.  Other Information                                                  16

Item 6.  Exhibits and Reports on Form 8-K                                   16

<PAGE>



                          PART I FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS






<PAGE>

                           Ophthalmic Imaging Systems

                             Condensed Balance Sheet

                               September 30, 2002

                                   (Unaudited)

ASSETS
------
Current assets:
   Cash and equivalents                                            $    166,115
   Accounts receivable, net                                           1,001,269
   Inventories, net                                                     407,193
   Prepaid expenses and other current assets                            148,510
                                                                   ------------
Total current assets                                                  1,723,087

Furniture and equipment, net of accumulated
   depreciation and amortization of $1,318,571                          152,714

Other assets                                                             22,247
                                                                   ------------
                                                                   $  1,898,048
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
   Notes payable to related party                                  $  2,228,215
   Accounts payable                                                     492,923
   Accrued liabilities                                                1,704,949
   Deferred extended warranty revenue                                   223,999
   Customer deposits                                                    182,423
   Capitalized lease obligation and other notes payable                   6,234
                                                                   ------------
Total current liabilities                                             4,838,743
                                                                   ------------

Stockholders' deficit:

   Preferred stock, no par value, 20,000,000 shares authorized;

      none issued or outstanding                                              -

   Common stock, no par value, 20,000,000 shares authorized;
      8,138,305 issued and outstanding                               12,630,604
   Accumulated deficit                                              (15,571,299)
                                                                   ------------
Total stockholders' deficit                                          (2,940,695)
                                                                   ------------
                                                                   $  1,898,048
                                                                   ============

                 The accompanying notes are an integral part of
                      these condensed financial statements.


                                       2

<PAGE>

                                          Ophthalmic Imaging Systems

                                      Condensed Statements of Operations

                                                  (Unaudited)

<TABLE>
<CAPTION>

                                           Three months ended September 30,   Nine months ended September 30,
                                                2002           2001                 2002           2001
                                            ------------   ------------         ------------   ------------
<S>                                         <C>            <C>                  <C>            <C>
Net revenues                                $ 1,953,901    $ 1,092,630          $ 5,513,546    $ 4,133,234

Cost of sales                                   740,341        489,308            2,166,836      1,923,811
                                            -----------    -----------          -----------    -----------
Gross profit                                  1,213,560        603,322            3,346,710      2,209,423

Operating expenses:
  Sales and marketing                           497,521        241,865            1,580,050      1,157,422
  General and administrative                    322,050        264,201              854,706        850,185
  Research and development                      135,429        134,601              404,592        311,891
                                            -----------    -----------          -----------    -----------
     Total operating expenses                   955,000        640,667            2,839,348      2,319,498
                                            -----------    -----------          -----------    -----------
Income from operations                          258,560        (37,345)             507,362       (110,075)

Other expense, net                              (86,574)       (71,004)            (265,985)      (179,345)
                                            -----------    -----------          -----------    -----------
Income (loss) before extraordinary item         171,986       (108,349)             241,377       (289,420)

Extraordinary item                                    -              -                    -        188,762
                                            -----------    -----------          -----------    -----------
Net income                                  $   171,986    $  (108,349)         $   241,377    $  (100,658)
                                            ===========    ===========          ===========    ===========

Shares used in the calculation of basic

  net income per share                        8,138,305      8,138,305            8,138,305      8,138,305
                                            ===========    ===========          ===========    ===========
Basic income (loss) per share before

  extraordinary item                        $      0.02    $     (0.01)         $      0.03    $     (0.03)

Extraordinary item                                    -              -                    -           0.02
                                            -----------    -----------          -----------    -----------
Basic net income per share                  $      0.02    $     (0.01)         $      0.03    $     (0.01)
                                            ===========    ===========          ===========    ===========

Shares used in the calculation of diluted

  net income per share                        8,138,305      8,138,305            8,138,305      8,138,305
                                            ===========    ===========          ===========    ===========
Diluted income (loss) per share before

  extraordinary item                        $      0.02    $     (0.01)         $      0.03    $     (0.03)

Extraordinary item                                    -              -                    -           0.02
                                            -----------    -----------          -----------    -----------

Diluted net income per share                $      0.02    $     (0.01)         $      0.03    $     (0.01)
                                            ===========    ===========          ===========    ===========

</TABLE>

                                The accompanying notes are an integral part of
                                     these condensed financial statements.


                                                       3

<PAGE>

                           Ophthalmic Imaging Systems

                       Condensed Statements of Cash Flows

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                     Nine months ended September 30,
                                                            2002         2001
                                                         ---------    ---------

OPERATING ACTIVITIES:
<S>                                                      <C>          <C>
Net income                                               $ 241,377    $(100,658)
Adjustments to reconcile net income to net cash
  used in operating activities:
     Depreciation and amortization                          57,413       92,147
     Stock option compensation expense                           -        3,049
     Extraordinary gain on early exinguishment of debt           -     (188,762)
     Net increase in current assets other
        than cash and equivalents                         (153,605)    (102,421)
     Net decrease in current liabilities other than
        short-term borrowings                             (108,116)    (116,037)
                                                         ---------    ---------
Net cash provided by operating activities                   37,069     (412,682)

INVESTING ACTIVITIES:

Purchases of furniture and equipment                       (25,449)     (75,660)
Net increase in other assets                                (9,357)      (2,040)
                                                         ---------    ---------
Net cash used in investing activities                      (34,806)     (77,700)

FINANCING ACTIVITIES:

Principal payments on notes payable                         (5,874)      (5,410)

Proceeds from borrowings under
  notes payable to significant shareholders, net            97,800      532,407
                                                         ---------    ---------
Net cash provided by financing activities                   91,926      526,997
                                                         ---------    ---------
Net increase in cash and equivalents                        94,189       36,615

Cash and equivalents at beginning of period                 71,926       36,574
                                                         ---------    ---------
Cash and equivalents at end of period                    $ 166,115    $  73,189
                                                         =========    =========

SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:

     Reduction in aggregate debt payable
     to significant shareholders in exchange for
     inventory and other noncash transactions, net       $(117,141)   $(115,738)
                                                         =========    =========

</TABLE>

                 The accompanying notes are an integral part of
                      these condensed financial statements.


                                       4

<PAGE>

                           Ophthalmic Imaging Systems

                     Notes to Condensed Financial Statements

         Three and Nine Month Periods ended September 30, 2002 and 2001


                                   (Unaudited)


Note 1.   Basis of Presentation

          The accompanying unaudited condensed balance sheet as of September 30,
          2002,  condensed statements of operations for the three and nine month
          periods ended September 30, 2002 and 2001 and the condensed statements
          of cash flows for the nine month periods ended  September 30, 2002 and
          2001  have  been  prepared  in  accordance  with  generally   accepted
          accounting  principles for interim financial  information and with the
          instructions  to Form  10-QSB  and  Item  310(b)  of  Regulation  S-B.
          Accordingly,  they do not include all of the  information and footnote
          disclosures  required by generally accepted accounting  principles for
          complete  financial  statements.  It is suggested that these condensed
          financial statements be read in conjunction with the audited financial
          statements and notes thereto  included in Ophthalmic  Imaging Systems'
          (the  "Company's")  Annual Report for the Twelve Months Ended December
          31,  2001  on  Form  10-KSB.   In  the  opinion  of  management,   the
          accompanying  condensed financial  statements include all adjustments,
          consisting only of normal recurring adjustments,  necessary for a fair
          presentation  of the  Company's  financial  position  and  results  of
          operations  for the periods  presented.  The results of operations for
          the period ended September 30, 2002 are not necessarily  indicative of
          the operating results for the full year.

          Certain  amounts in the fiscal  2001  financial  statements  have been
          reclassified  to conform  with the  presentation  in the  fiscal  2002
          financial statements.

Note 2.   Net Income (Loss) Per Share

          Basic earnings (loss) per share ("EPS"),  which excludes dilution,  is
          computed by dividing income (loss) available to common shareholders by
          the  weighted-average  number of  common  shares  outstanding  for the
          period.  Diluted EPS reflects the potential  dilution that could occur
          if securities or other contracts to issue common stock,  such as stock
          options,  result in the  issuance of common  stock which shares in the
          earnings  of the  Company.  The  treasury  stock  method is applied to
          determine the dilutive  effect of stock  options in computing  diluted
          EPS.  However,  diluted  EPS is not  presented  when a net loss occurs
          because the conversion of potential common stock is antidilutive.


                                       5
<PAGE>
          The following  table sets forth the  computation  of basic and diluted
          income per share:

<TABLE>
<CAPTION>
                                                             Unaudited                       Unaudited
                                                         Three Months Ended              Nine Months Ended
                                                           September 30,                   September 30,
                                                           -------------                   -------------
                                                        2002            2001           2002            2001
                                                   --------------------------------------------------------------
<S>                                                  <C>            <C>              <C>           <C>
                Numerator for basic and diluted
                net income  (loss) per share         $ 171,986      $ (108,349)      $ 241,377     $ (100,658)
                                                   ==============================================================

                Denominator for basic net income
                (loss) per share:
                   Weighted average shares           8,138,305       8,138,305       8,138,305      8,138,305

                Effect of dilutive securities:
                   Employee/director stock options          --              --              --             --
                   Warrants and other                       --              --              --             --
                                                   --------------------------------------------------------------
                Dilutive potential common shares            --              --              --             --

                                                   --------------------------------------------------------------
                Denominator for diluted net
                income (loss) per share              8,138,305       8,138,305       8,138,305      8,138,305
                                                   ==============================================================

                Basic net income (loss) per share      $ 0.02         $ (0.01)          $ 0.03       $ (0.01)
                                                   ==============================================================

                Diluted net income (loss) per share    $ 0.02         $ (0.01)          $ 0.03       $ (0.01)
                                                   ==============================================================

</TABLE>
Note 3.   Notes Payable to Related Parties

          In July 2000, the Company, Premier Laser Systems, Inc. ("Premier"),  a
          California  corporation  and the Company's then majority  shareholder,
          and  MediVision  Medical  Imaging  Ltd.  ("MediVision"),   an  Israeli
          corporation,  entered into a series of definitive  agreements relating
          to the  transfer of  Premier's  ownership  interests in the Company to
          MediVision,  including,  among other  things,  converting  in favor of
          Premier the  Company's  entire debt owed to Premier,  calculated at an
          approximate  book value of $2.1 million,  into shares of the Company's
          common stock at a conversion price of $.55 per share. This occurred in
          August  2000  in  connection  with  the  closing  of the  transactions
          contemplated  by  the  definitive   agreements  (the  "Closing").   In
          addition,  at the Closing,  Premier and the Company  executed a mutual
          waiver and release of claims,  thereby  releasing  each other from any
          and all claims, whether known or unknown between them.

          Also in  connection  with this  transaction,  the  Company  executed a
          promissory note in favor of MediVision (the  "Short-Term  Note").  The
          Company  has  borrowed  the  maximum   principal  amount  of  $260,000
          available  under  the  Short-Term   Note,   which   principal   amount
          outstanding,  together  with  any  and  all  interest  is  payable  as
          stipulated in the Short-Term  Note.  Under the terms of the Short-Term
          Note,  borrowings  bear interest at the rate of 9.3% per annum and are
          secured by certain of the Company's assets. At September 30, 2002, the
          Company had recorded  approximately $314,000 in principal and interest
          outstanding under the Short-Term Note.  MediVision and the Company are
          in discussions  with regard to  reclassifying  amounts  currently owed
          under the

                                       6
<PAGE>

          Short-Term  Note to amounts  owed under the Working  Capital  Note (as
          defined below).

          In further  connection  with the Closing in August  2000,  the Company
          executed a second promissory note in favor of MediVision (the "Working
          Capital Note").  The Company has borrowed the maximum principal amount
          of $1.5  million  available  under the  Working  Capital  Note,  which
          principal  amount  outstanding,  together  with  any and  all  accrued
          interest, is payable by August 31, 2003, or as otherwise stipulated in
          the Working  Capital Note,  except that MediVision may, at its option,
          at any time  convert  any amount of  principal  and accrued but unpaid
          interest then outstanding into shares of the Company's common stock at
          a  conversion  price of $.80 per  share,  which  price is  subject  to
          adjustment  upon the  occurrence  of  certain  events set forth in the
          Working  Capital  Note.  Under the terms of the Working  Capital Note,
          borrowings bear interest at the rate of 9.3% per annum and are secured
          by all of the Company's assets.

          The Company and MediVision entered into Amendment No. 1 to the Working
          Capital Funding Agreement (the  "Amendment")  dated as of July 1, 2001
          whereby, among other things, the maximum principal amount of allowable
          borrowings  pursuant to the Working Capital Funding  Agreement entered
          into in  connection  with the Closing was  increased  by $1 million to
          $2.5 million.  In connection with the Amendment,  the Company executed
          in favor of MediVision a promissory note in the aggregate amount of $1
          million (the "Amendment Note"). Under the terms of the Amendment Note,
          all principal amounts  outstanding,  together with any and all accrued
          interest, is payable by August 31, 2003, or as otherwise stipulated in
          the Amendment Note,  except that MediVision may, at its option, at any
          time convert any amount of principal  and accrued but unpaid  interest
          then  outstanding  into  shares  of the  Company's  common  stock at a
          conversion  price of $0.185  per  share,  which  price is  subject  to
          adjustment  upon the  occurrence  of  certain  events set forth in the
          Amendment Note. Under the terms of the Amendment Note, borrowings bear
          interest  at the rate of 9.3% per annum and are  secured by all of the
          Company's assets.

          At  September  30,  2002,  the Company  had  recorded,  in  aggregate,
          approximately  $2,575,000 in principal and interest  outstanding under
          the Working Capital Note and Amendment Note.

          At  September  30,  2002,  the  Company  had  recorded   approximately
          $2,228,000 in aggregate debt owed to  MediVision,  which amount is net
          of  approximately   $661,000  in  accounts   receivable   recorded  in
          connection with sales of the Company's products to MediVision.

Note 4    MediVision and Premier Transactions

          In  February  2000,  Premier,  then  a  significant  shareholder  with
          majority  voting control of the Company,  notified the Company that it
          was considering seeking protection under the U.S. Bankruptcy Code (the
          "Code") and the Company  thereupon  terminated a merger  agreement and
          rendered  non-effective  a

                                       7
<PAGE>

          manufacturing  agreement and certain other arrangements then in effect
          between the parties. In March 2000, Premier filed a voluntary petition
          for protection and reorganization under Chapter 11 of the Code.

          In July 2000,  the  Company,  Premier and  MediVision  entered  into a
          series of definitive  agreements relating to the transfer of Premier's
          ownership  interests in the Company to MediVision (see Note 3). At the
          Closing,  MediVision  purchased  all of the stock of the Company  then
          held by  Premier,  including  150  shares  of the  Company's  Series B
          Preferred  Stock  which were  converted  by their terms into shares of
          common stock,  and 3,832,727 shares of common stock issued pursuant to
          the conversion of the Premier debt.

          As a result of the foregoing  transactions,  MediVision currently owns
          approximately 73% of the Company's outstanding common stock.

Note 5    Extraordinary Item

          In March 2001,  the Company  reached an agreement  with  Imperial Bank
          (the "Bank") to retire the aggregate  amount of principal and interest
          previously  recorded pursuant to a stock appreciation right granted to
          the Bank in connection with a credit agreement.  Accordingly, the debt
          forgiven in the amount of $188,762 was recognized as an  extraordinary
          item in the financial  statements for the nine months ended  September
          30, 2001.


Note 6    Subsequent Event

          In August 2002,  the  Company's  Board of Directors,  at  MediVision's
          request,  authorized the Company to guarantee  and/or provide security
          interests  in its  assets  for  certain  of  MediVision's  loans  with
          financial   institutions,   in  the   maximum   aggregate   amount  of
          approximately  $1.9 million.  MediVision intends to subordinate to the
          financial  institutions its security position in the Company's assets,
          which had been granted in  consideration  of loans to the Company from
          MediVision.  The parties are currently in discussions  with respect to
          said guarantees and security interests.





                                       8
<PAGE>

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     This report contains  forward-looking  statements within the meaning of the
federal securities laws. The Company intends such forward-looking  statements to
be  covered  by the safe  harbor  provisions  contained  in  Section  27A of the
Securities  Act of 1933,  as amended,  and in Section 21E of the Exchange Act of
1934,  as  amended.  Forward-looking  statements,  which  are  based on  certain
assumptions  and describe  future  plans,  strategies  and  expectations  of the
Company,  are generally  identifiable by use of the words  "believe,"  "expect,"
"intend,"  "anticipate,"  "estimate,"  "project,"  or similar  expressions.  The
Company's  ability to predict  results or the actual  effect of future  plans or
strategies is inherently uncertain.  Factors which could have a material adverse
effect on its operations and future prospects  include,  but are not limited to,
changes in: economic  conditions  generally and the medical  instruments  market
specifically, legislative or regulatory changes affecting the Company, including
changes in healthcare  regulation,  the  availability  of working  capital,  the
introduction of competing  products,  and other risk factors  described  herein.
These risks and uncertainties, together with the other risks described from time
to time in reports and documents  filed by the Company with the  Securities  and
Exchange   Commission   should  be  considered  in  evaluating   forward-looking
statements, and undue reliance should not be placed on such statements.  Indeed,
it is likely that some of the Company's  assumptions will prove to be incorrect.
The  Company's  actual  results  and  financial  position  will vary from  those
projected or implied in the forward-looking statements, and the variances may be
material.

Overview
--------

     To date,  the Company has designed,  developed,  manufactured  and marketed
ophthalmic  digital  imaging  systems and has derived  substantially  all of its
revenues  from the sale of such  products.  The  primary  target  market for the
Company's  digital  angiography  systems and related products has  traditionally
been retinal specialists.

     The Company  introduced  a new line of digital  angiography  systems at the
2000 Annual  Meeting of the American  Academy of  Ophthalmology  ("AAO") held in
Dallas,  Texas. One of these products has received considerable interest and the
Company has received  significant  purchase commitments for this product. At the
2001 Annual  Meeting of the AAO held in New Orleans,  Louisiana  during the last
quarter of 2001, the Company  introduced its latest digital imaging system,  the
WinStation  5000,  which has also been  positively  received.  Since the initial
introduction  of these systems,  a preponderance  of the Company's  revenues has
come from the sale of these products, including upgrades.

     In recent years, the Company expended  research and development  efforts on
product  offerings and  applications  targeting  the broader  markets of general
ophthalmology and optometry. Two such products resulting from these efforts, the
Digital Fundus Imager (the "DFI") and the Digital Slit Lamp Imager (the "DSLI"),
were introduced in the latter half of 1998, with the DFI receiving  considerable
interest.  After  generating  substantial  revenues from sales of these products
initially,  on-going  revenues  from the sale of these  products  continue to be
below  management's  original  expectations.  Nonetheless,  the Company  remains
committed


                                       9
<PAGE>

to these products and continues to evaluate  product  features and  enhancements
considering customer feedback and other market conditions and factors.

     The  extent  and focus of future  research  and  development  efforts  will
depend,  in large measure,  on direction from  MediVision,  including  potential
collaborative  projects  between  MediVision  and the Company,  one of which was
undertaken commencing in the last quarter of fiscal 2000.

     At September 30, 2002, the Company had an accumulated  deficit in excess of
$15  million  and  its  current  liabilities  exceeded  its  current  assets  by
approximately  $3.1  million.  The Company  continues  to  experience  cash flow
pressures and there can be no assurance that the Company will be able to achieve
or sustain  significant  positive cash flows,  revenues or  profitability in the
future.

MediVision and Premier Transactions
-----------------------------------

     In February 2000,  Premier,  then a significant  shareholder  with majority
voting  control of the Company,  notified  the Company  that it was  considering
seeking  protection under the U.S.  Bankruptcy Code (the "Code") and the Company
thereupon  terminated  a  merger  agreement  and  rendered  as  non-effective  a
manufacturing  agreement and certain other  arrangements  then in effect between
the parties.  In March 2000,  Premier filed a voluntary  petition for protection
and reorganization under Chapter 11 of the Code.

     In July 2000, the Company,  Premier and MediVision entered into a series of
definitive  agreements relating to the transfer of Premier's ownership interests
in the Company to MediVision (see Note 3). At the Closing,  MediVision purchased
all of the stock of the Company  then held by Premier,  including  150 shares of
the Company's  Series B Preferred Stock which were converted by their terms into
shares of common stock,  and 3,832,727 shares of common stock issued pursuant to
the conversion of the Premier debt.

     As a  result  of the  foregoing  transactions,  MediVision  currently  owns
approximately 73% of the Company's outstanding common stock.

     The following  discussion  should be read in conjunction with the unaudited
interim financial statements and the notes thereto which are set forth elsewhere
in this Report on Form  10-QSB.  In the  opinion of  management,  the  unaudited
interim period financial statements include all adjustments, all of which are of
a normal  recurring  nature,  that are necessary for a fair  presentation of the
results of the periods.

Critical Accounting Policies, Disclosure and Internal Controls
--------------------------------------------------------------

     Ophthalmic Imaging System's financial statements are prepared in accordance
with accounting  principles  generally  accepted in the United States of America
(GAAP).  The financial  information  contained  within its  statements  is, to a
significant  extent,  financial  information  that is based on  measures  of the
financial  effects of  transactions  and events that have  already  occurred.  A
variety of factors could affect the ultimate value that is obtained  either when
earning  income,  recognizing  an expense,  recovering  an asset or  relieving a
liability.  Ophthalmic  Imaging  Systems  recognizes  revenue when  products are


                                       10
<PAGE>

shipped. Estimates are used relative to the expected useful lives of depreciable
assets.  In  addition,  GAAP  itself may change from one  previously  acceptable
method to another method.  Although the economics of the Company's  transactions
would be the same,  the timing of events that would  impact  transactions  could
change.

     The Company's Chief Executive Officer and Chief Financial Officer, based on
their  evaluation  within  90 days  prior  to the  date of  this  report  of the
Company's  disclosure  controls and  procedures (as defined in Exchange Act Rule
13a--14(c)),   have  concluded  that  the  Company's   disclosure  controls  and
procedures are adequate and effective for purposes of Rule  13a--14(c) in timely
alerting  them to material  information  relating to the Company  required to be
included in the Company's filings with the SEC under the Securities Exchange Act
of 1934.

     There were no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of their evaluation.


Results of Operations
---------------------

Revenues

     The Company's  revenues for the third quarter ended September 30, 2002 were
$1,953,901,  representing  an increase  of  approximately  79% from  revenues of
$1,092,630  for the third  quarter ended  September  30, 2001.  Revenues for the
first nine months of fiscal  2002 were  $5,513,546  representing  an increase of
approximately  33% from  revenues of  $4,133,234  for the  comparable  period of
fiscal 2001. The amounts in both years include  revenues from  deliveries of the
Company's digital  angiography systems introduced at the annual AAO meeting held
in the preceding year. Sales of these products  accounted for  approximately 85%
and 81% of the Company's  total  revenues for the third  quarter and  nine-month
period  of  2002,   respectively.   Sales  of  these   products   accounted  for
approximately  85% and 70% of the Company's total revenues for the third quarter
and  nine-month  period of 2001,  respectively.  Revenues  from sales of systems
incorporating  the Company's DFI and DSLI products  continue to be below initial
management  expectations  and  accounted for  approximately  2% of third quarter
revenues during both 2002 and 2001, respectively,  and 3% and 9% of revenues for
the first nine months of 2002 and 2001, respectively. Revenues from sales of the
Company's products to MediVision were approximately  $31,100 and $260,100 during
the 3-month and 9-month  periods  ended  September 30, 2002,  respectively,  and
$42,600 and $323,000  during the 3-month and 9-month periods ended September 30,
2001, respectively.

Gross Margins

     Gross  margins  were  approximately  62%  during  the third  quarter  ended
September 30, 2002 versus  approximately 55% for the comparable quarter of 2001.
For  the  nine-month  period  ended  September  30,  2002,  gross  margins  were
approximately  61% as compared to approximately 54% during the comparable period
of 2001. The Company has undertaken

                                       11
<PAGE>

certain gross margin  enhancement  efforts and continues to monitor its expenses
in this area in contemplation of current and anticipated business conditions.

Sales, Marketing, General and Administrative Expenses

     Sales and marketing and general and  administrative  expenses accounted for
approximately  42% of total revenues  during the third quarter of fiscal 2002 as
compared to  approximately  46% during the third quarter of fiscal 2001.  Actual
expense  levels  increased to $819,571  during the third  quarter of 2002 versus
$506,066  during the third quarter of 2001.  For the first nine months of fiscal
2002 and fiscal 2001 such expenses  accounted for  approximately  44% and 49% of
total revenues for the respective nine-month periods.  Actual expenses increased
to $2,434,756 from $2,007,607  during the nine-month  periods of fiscal 2002 and
2001, respectively.  Primary contributing factors to the increased expenses were
salaries and support costs  related to direct sales and other support  personnel
added during and  subsequent to the third quarter of 2001 as well as other costs
in connection with the Company's selling efforts in 2002.

Research and Development Expenses

     Research and  development  expenses  were  $135,429 in the third quarter of
fiscal  2002  and  $134,601  in  fiscal  2001.   Such  expenses   accounted  for
approximately  7% and 12% of revenues during the third quarter of 2002 and 2001,
respectively.  For the first nine months of fiscal 2002, such expenses accounted
for  approximately  7% of total revenues as compared to  approximately 8% during
the comparable  period of 2001. The Company has focused its recent  research and
development  efforts on new digital  image  capture  products and reducing  cost
configurations for its current products.


Other Expense

     Other expense was $86,574  during the second  quarter of fiscal 2002 versus
$71,004  during  the same  period of 2001.  For the  nine-month  periods,  other
expense was $265,985 and $179,345 in fiscal 2002 and fiscal 2001,  respectively.
These amounts were comprised principally of interest expense,  mainly associated
with net borrowings from MediVision and with financing  arrangements provided to
certain of the Company's customers in connection with sales of its products.

Net Income

     The Company  recorded net income of $171,986,  or $0.02 per share,  for the
third quarter ended September 30, 2002 as compared to a net loss of $108,349, or
$0.01 per  share,  for the third  quarter  ended  September  30,  2001.  For the
nine-month  periods,  the Company recorded net income of $241,377,  or $0.03 per
share, as compared to a net loss of $100,658,  or $0.01 per share, during fiscal
2002 and fiscal 2001, respectively.

     The 2001 amounts  include an  extraordinary  gain of $188,762,  or $.02 per
share, resulting from the negotiated reduction of certain principal and interest
charges  previously  recorded  in  connection  with a stock  appreciation  right
granted  to the  Bank,  discussed  in

                                       12
<PAGE>

further detail in Note 5 of the Notes to Condensed Financial Statements included
in Item 1 of this Form 10-QSB.

     The results of  operations  do not include  any amounts  with  respect to a
potential  contingent  liability in connection with the collection of taxes from
the  Company's  customers,  which  amount  has been  estimated  on the  basis of
numerous factors and assumptions that might, in the least favorable combination,
reach  $2.4  million.  Management  believes  that  the  probability  of  such an
assessment  is remote  and  accordingly,  has not  recorded a  liability  in its
financial  statements.  However,  there can be no assurance that the amount that
might  ultimately be assessed for prior periods would not materially  affect the
Company's results of operations or cash flows in any given reporting period.


Liquidity and Capital Resources
-------------------------------

     The Company's  operating  activities  generated  cash of $37,069 during the
nine  months  ended  September  30,  2002 as  compared to using cash of $412,682
during the nine  months  ended  September  30,  2001.  The cash  generated  from
operations  during the first nine months of 2002 was principally from net income
for the period, which amount was substantially offset by inventory  procurements
and certain other  expenditures in connection with  anticipated  near-term sales
demand for the Company's products.  The cash used in operations during the first
nine months of 2001 was principally to fund the loss before  extraordinary item.
In addition,  the Company recognized significant sales during the latter portion
of the third quarter,  resulting in increased  accounts  receivable  balances as
well as reduced customer deposit levels at the end of the period.  The impact of
these  factors was only  partially  offset by a net increase in the aggregate of
accounts payable and accrued liabilities during the period.

     Cash used in investing  activities was $34,806 during the first nine months
of 2002 as compared to $77,700  during the same period for 2001.  The  Company's
primary  investing  activities  consist of  equipment  and other  capital  asset
acquisitions.  The  Company  anticipates  continued  certain  near-term  capital
expenditures in connection with increasing its pool of demonstration  equipment,
as well as its ongoing  efforts to upgrade its existing  management  information
and  corporate  communication  systems.  The Company  anticipates  that  related
expenditures,  if  any,  will  be  financed  from  cash  flow  from  operations,
borrowings under existing arrangements with MediVision,  if available,  or other
financing arrangements available to the Company, if any.

     The Company generated cash from financing  activities of $91,926 during the
first nine months of fiscal 2002 as compared to $526,997  during the  comparable
period of fiscal 2001.  The cash  provided by financing  activities  during both
periods was principally from increased  borrowings  under existing  arrangements
with MediVision.  Principal  payments on notes payable other than to significant
shareholders in both years were minimal.

     As  discussed  further  above  and in  Note 3 and  Note 4 of the  Notes  to
Condensed  Financial  Statements included in Item 1 of this Form 10-QSB, on July
21, 2000, the Company  executed the Short-Term Note and the Company has borrowed
the maximum principal amount of $260,000 available under the Short-Term Note. At
September 30,

                                       13
<PAGE>

2002, the Company had recorded  approximately $314,000 in principal and interest
outstanding   under  the  Short-Term  Note  and  the  Company  is  currently  in
discussions with MediVision with regard to reclassifying  amounts currently owed
under the Short-Term Note to amounts owed under the Working Capital Note.

     In  addition,  in  connection  with  the  Closing  in  August  2000  of the
transactions  contemplated by the MediVision  investments,  the Company executed
the Working Capital Note. The Company has borrowed the maximum  principal amount
available under the Working Capital Note of $1,500,000,  which principal  amount
outstanding,  together with any and all accrued  interest,  is payable by August
31,  2003,  except that any  principal  and accrued but unpaid  interest  amount
outstanding is convertible at any time at MediVision's option into shares of the
Company's common stock at a conversion price of $0.80 per share. Under the terms
of the Working  Capital Note,  borrowings  bear interest at the rate of 9.3% per
annum and are secured by substantially all of the Company's assets.

     In July  2001,  the  Company  and  MediVision  entered  into the  Amendment
whereby,   among  other  things,  the  maximum  principal  amount  of  allowable
borrowings  pursuant to the Working  Capital Funding  Agreement  entered into in
connection  with the Closing was  increased  by $1 million to $2.5  million.  In
connection with the Amendment,  the Company  executed the Amendment Note.  Under
the terms of the Amendment  Note, all principal  amounts  outstanding,  together
with any and all  accrued  interest,  is  payable  by  August  31,  2003,  or as
otherwise  stipulated in the Amendment Note,  except that MediVision may, at its
option,  at any time  convert  any amount of  principal  and  accrued but unpaid
interest  then  outstanding  into  shares  of the  Company's  common  stock at a
conversion price of $0.185 per share,  which price is subject to adjustment upon
the occurrence of certain events set forth in

     At September 30, 2002, the Company had recorded approximately $2,228,000 in
aggregate debt owed to MediVision, which amount is net of approximately $661,000
in  accounts  receivable  recorded  in  connection  with sales of the  Company's
products to MediVision.

     In August 2002, the Company's Board of Directors,  at MediVision's request,
authorized  the Company to guarantee  and/or provide  security  interests in its
assets for certain of  MediVision's  loans with financial  institutions,  in the
maximum aggregate amount of approximately  $1.9 million.  MediVision  intends to
subordinate to the financial institutions its security position in the Company's
assets,  which had been  granted in  consideration  of loans to the Company from
MediVision.  The parties  are  currently  in  discussions  with  respect to said
guarantees and security interests.

     Notwithstanding the foregoing,  the Company's relationship with MediVision,
will, in management's  opinion,  significantly  improve the Company's  financial
condition  and  enhance  management's  ability to achieve  sustained  profitable
operations,  particularly  in  light of the  agreement  between  MediVision  and
Agfa-Gevaert  N.V.  ("Agfa")  entered  into  during the fourth  quarter of 2001.
Pursuant to the agreement,  Agfa acquired a minority  interest in MediVision and
is to invest in MediVision up to $3.5 million,  $1 million of which was provided
in connection  with the closing in October 2001, $1 million of which was paid in
April 2002 and $500,000 of which was paid in November  2002.  Under the terms of
the Agreement, among other things, Agfa and MediVision will jointly develop,


                                       14
<PAGE>

promote and market a combined,  Integrated Digital Ophthalmology Picture Archive
& Communication  System. The Company anticipates actively supporting  MediVision
in these efforts.

     The Company's  relationship with MediVision  provides the Company access to
resources  in  addition  to  working  capital.  As a direct  consequence  of the
MediVision  transactions,  the  Company has  implemented  certain  gross  margin
enhancement  efforts,  including improved production cost control and sustaining
engineering  programs.  In addition,  the Company and  MediVision are continuing
collaborative  efforts  with  respect  to design and  implementation  of certain
product  development  programs.  Furthermore,  the relationship  with MediVision
could  assist the  Company  in  reducing  selling,  general  and  administrative
expenses,   particularly   in  connection  with   co-marketing   and  co-selling
arrangements  currently  contemplated  with  respect  to  certain  international
markets.

     Irrespective  of the  foregoing,  the  Company  will  continue  to evaluate
alternative  sources of capital to meet its cash  requirements,  including other
asset or debt  financing,  issuing  equity  securities  and entering  into other
financing arrangements and is hopeful that it will be successful in this regard.
There  can be no  assurance,  however,  that any of the  contemplated  financing
arrangements  described  herein  will be  available  and, if  available,  can be
obtained on terms favorable to the Company.







                                       15
<PAGE>

                            PART II OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS
           None.

ITEM 2.    CHANGES IN SECURITIES
           None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
           None.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
           None.

ITEM 5.    OTHER INFORMATION
           None.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
           (a)      None.
           (b)      On August 14, 2002,  the Company filed a Form 8-K disclosing
                    that the Company had furnished a  Certification  Pursuant to
                    Section  906  of  the  Sarbanes-Oxley  Act  of  2002  to the
                    Securities and Exchange  Commission,  in connection with the
                    filing of its report on Form  10-QSB for the  quarter  ended
                    June 30, 2002.





                                       16
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  undersigned  has duly  caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         OPHTHALMIC IMAGING SYSTEMS
                                         (Company)


                                         By: /s/ Gil Allon
                                             -----------------------------------
                                             Gil Allon,
                                             Chief Executive Officer



                                             /s/ Ariel Shenhar
                                             -----------------------------------
                                             Ariel Shenhar,
                                             Chief Financial Officer



Dated:  November 14, 2002





                                       17
<PAGE>


         Form of 302 Certification for Quarterly Reports on Form 10-QSB

I, Gil Allon, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Ophthalmic Imaging
     Systems;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most

                                       18
<PAGE>

     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.


Date: November 14, 2002                        /s/ Gil Allon
                                               ---------------------------------
                                               Gil Allon
                                               Chief Executive Officer









                                       19
<PAGE>


         Form of 302 Certification for Quarterly Reports on Form 10-QSB

I, Ariel Shenhar, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Ophthalmic Imaging
     Systems;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most


                                       20
<PAGE>

     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.


Date: November 14, 2002                         /s/ Ariel Shenhar
                                                --------------------------------
                                                Ariel Shenhar
                                                Chief Financial Officer











                                       21