# UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

# FORM 10-QSB/A
AMENDMENT NO. 1

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

For the quarterly period ended September 30, 2006

Commission File Number: 1-11140

OPHTHALMIC IMAGING SYSTEMS

|California                      |  | 94-3035367                       
|------------------------------- |  | ---------------------------------
|(State or other jurisdiction of |  | (IRS Employer Identification No.)
|incorporation or organization)  |  |                                  

(916) 646-2020(Issuers telephone number)

Check whether the issuer (1) 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 
  No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):  Yes 
No

As of November 13, 2006, 16,120,829 shares of common stock,
no par value, were outstanding.

Transitional Small Business
Disclosure Format:  Yes     No



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Explanatory Note

Ophthalmic
Imaging Systems (we, us, or our) is filing this
Amendment No. 1 on Form 10-QSB/A (this Amendment No. 1) to amend our Quarterly Report on Form 10-QSB, for the
fiscal quarter ended September 30, 2006, as filed with the Securities and Exchange
Commission (the SEC) on November 13, 2006 (the Original Filing). The purpose of this
Amendment No. 1 is to correct a typographical error contained on the officers
certification attached as Exhibit 32, thus changing the date from June 30, 2006 to September 30, 2006.

In accordance with the rules of the
SEC, the complete text of Item 6 has been set forth in this Amendment No. 1,
including those portions of that text that have not been amended from that set forth in
the Original Filing.

Except
for the revised Exhibit 32 and Item 6, we have not undertaken in this Amendment No. 1 to modify or
update any other disclosures in our Original Filing, and this Amendment No. 1 does not
reflect any events occurring after the date of filing of the Original Filing.

|PART II |  | OTHER
INFORMATION
|------- |  | -----------------

|ITEM 6. |  | EXHIBITS
AND REPORTS
|------- |  | --------------------

|31.1 |  | Certification
Required Under Section 302 of Sarbanes-Oxley Act of 2002(1)
|---- |  | -------------------------------------------------------------------------

|31.2 |  | Certification
Required Under Section 302 of Sarbanes-Oxley Act of 2002(1)
|---- |  | -------------------------------------------------------------------------

|32 |  | Certification
Required Under Section 906 of Sarbanes-Oxley Act of 2002 *
|-- |  | ------------------------------------------------------------------------

_________________

|* |  | Filed
herewith.
|- |  | ---------------

|(1) |  | Incorporated
by reference to our Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 2006.
|--- |  | -----------------------------------------------------------------------------------------------------------------

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SIGNATURES

In accordance with the requirements
of the Exchange Act, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

| |                           
| | --------------------------
| | OPHTHALMIC IMAGING SYSTEMS

Date:  March
28, 2007

| |                                                                            
| | ---------------------------------------------------------------------------
| | By:  /s/ Gil Allon                                                         
| | Name: Gil Allon,                                                           
| | Title: Chief Executive Officer
(Principal Executive Officer)               
|
|
| | By:  /s/ Ariel Shenhar                                                     
| | Name: Ariel Shenhar,                                                       
| | Title: Chief Financial Officer
(Principal Financial and Accounting Officer)