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 March 31, 2004

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 May 11,  2004,  14,632,157  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 March 31, 2004


<TABLE>
<CAPTION>
PART I.           FINANCIAL INFORMATION                                                           Page
                                                                                                  ----
<S>               <C>                                                                             <C>
Item 1.           Financial Statements

                  Condensed Balance Sheet as of March 31, 2004                                     2

                  Condensed Statements of Operations for the Three Months
                  ended March 31, 2004 and March 31, 2003                                          3

                  Condensed Statements of Cash Flows for the Three Months
                  ended March 31, 2004 and March 31, 2003                                          4

                  Notes to Financial Statements                                                    5

Item 2.           Management's Discussion and Analysis of Financial Condition and
                  Results of Operations                                                            8

Item 3.           Controls and Procedures                                                          12

PART II.          OTHER INFORMATION

Item 1.           Legal Proceedings                                                                13

Item 2.           Changes in Securities and Use of Proceeds                                        13

Item 3.           Defaults upon Senior Securities                                                  13

Item 4.           Submission of Matters to a Vote of Security Holders                              13

Item 5.           Other Information                                                                13

Item 6.           Exhibits and Reports on Form 8-K                                                 15
</TABLE>


<PAGE>

                          PART I FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS



                                       1
<PAGE>

                           Ophthalmic Imaging Systems

                             Condensed Balance Sheet

                                 March 31, 2004

                                   (Unaudited)

Assets
Current assets:
      Cash and equivalents                                        $    981,498
      Accounts receivable, net                                       1,728,365
      Inventories, net                                                 552,054
      Prepaid expenses and other current assets                        255,602
      Deferred tax asset                                               500,000
                                                                  ------------
           Total  current assets                                     4,017,519
Furniture and equipment, net of accumulated
      depreciation and amortization of $1,397,657                      138,093
Restricted cash                                                        150,000
Receivable from related party                                          156,997
Other assets                                                            72,919
                                                                  ------------
           Total assets                                           $  4,535,528
                                                                  ============

Liabilities and Stockholders' Equity
Current liabilities:
      Accounts payable                                            $    630,024
      Accrued liabilities                                            1,457,649
      Deferred extended warranty revenue                               603,861
      Customer deposits                                                191,307
      Income taxes payable                                              32,600
      Notes payable- current portion                                   436,364
                                                                  ------------
           Total current liabilities                                 3,351,805
                                                                  ------------

Noncurrent Liabilities:
      Line of credit                                                   150,000
      Notes payable, less current portion                              630,973
                                                                  ------------
           Total noncurrent liabilities                                780,973
                                                                  ------------

Stockholders' equity:
      Common stock, no par value, 35,000,000 shares authorized;
           14,532,157 issued and outstanding                        13,972,593
      Accumulated deficit                                          (13,569,843)
                                                                  ------------
           Total stockholders' equity                                  402,750
                                                                  ------------
           Total liablities and stockholders' equity              $  4,535,528
                                                                  ============

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

                                       2
<PAGE>
                           Ophthalmic Imaging Systems

                       Condensed Statements of Operations

                                   (Unaudited)


                                            Three months ended March 31,
                                                 2004           2003
                                            ------------    ------------

Net revenues                                $  2,397,069    $  2,385,713
Cost of sales                                    957,546         959,659
                                            ------------    ------------
Gross profit                                   1,439,523       1,426,054
Operating expenses:
     Sales and marketing                         659,682         632,856
     General and administrative                  247,465         376,574
     Research and development                    247,236          80,908
                                            ------------    ------------
          Total operating expenses             1,154,383       1,090,338
                                            ------------    ------------
Income from operations                           285,140         335,716
Interest and other expense, net                  (45,325)        (43,046)
                                            ------------    ------------
Net income before income taxes                   239,815         292,670
Income taxes                                           -               -
                                            ------------    ------------

Net income                                  $    239,815    $    292,670
                                            ============    ============

Shares used in the calculation of basic
       net income per share                   14,436,547       8,138,305

Basic net income per share                  $       0.02    $       0.04
                                            ============    ============

Shares used in the calculation of diluted
       net income per share                   15,465,852       8,138,305

Diluted  net income per share               $       0.02    $       0.04
                                            ============    ============

         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>
                                                             Three months ended March 31,
                                                                 2004           2003
                                                             -----------    -----------
<S>                                                          <C>            <C>
Operating activities:
Net income                                                   $   239,815    $   292,670
Adjustments to reconcile net income to net cash
     provided by (used in) operating activities
         Depreciation and amortization                            24,005          9,661
         Non-cash payment of interest                             17,024
         Net increase in current assets other
             than cash and equivalents                          (368,328)      (104,933)
         Net increase in other assets                                            (6,511)
         Net increase in current liabilities other
             than short-term borrowings                          142,749        159,836
                                                             -----------    -----------
Net cash provided by operating activities                         55,265        350,723
Investing activities:
Acquisition of furniture and equipment                            (1,293)        (4,640)
                                                             -----------    -----------
Net cash used in investing activities                             (1,293)        (4,640)
Financing activities:
Principal payments on notes payable                                              (1,409)
Proceeds from sale of stock                                       13,468
Advances to related parties                                     (156,997)
Repayments of borrowings under notes
     payable to related party, net                              (200,979)      (200,000)
                                                             -----------    -----------
Net cash used in financing activities                           (344,508)      (201,409)
                                                             -----------    -----------
Net (decrease) increase in cash and equivalents                 (290,536)       144,674
Cash and equivalents at beginning of period                    1,272,034        383,234
                                                             -----------    -----------
Cash and equivalents at end of period                        $   981,498    $   527,908
                                                             ===========    ===========

Supplemental schedule of noncash financing activities:
         Repayment of notes payable with common stock        $   105,913
         Payment of interest with common stock               $    17,024
         Addition to (reduction in) aggregate debt payable
           to significant shareholders in exchange for
           inventory and other noncash transactions, net     $    (7,989)   $     1,915
                                                             ===========    ===========

Supplemental schedule of cash flow information:
         Cash paid for taxes                                 $    70,050    $    42,000
</TABLE>

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

                                       4
<PAGE>

                           Ophthalmic Imaging Systems

                     Notes to Condensed Financial Statements

                Three Month Periods ended March 31, 2004 and 2003


                                   (Unaudited)


Note 1.         Basis of Presentation

                The accompanying  unaudited  condensed balance sheet as of March
                31, 2004, condensed statements of operations for the three month
                periods  ended  March  31,  2004  and  2003  and  the  condensed
                statements of cash flows for the three month periods ended March
                31,  2004  and  2003  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 year ended
                December 31, 2003 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 March 31, 2004
                are not necessarily  indicative of the operating results for the
                full year.

Note 2.         Net Income Per Share

                Basic earnings per share ("EPS"),  which excludes  dilution,  is
                computed by dividing income 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.



                                       5
<PAGE>

                                                           Unaudited
                                                       Three Months Ended
                                                           March 31,
                                                      2004            2003
                                                   -----------   -----------

                Numerator for basic and diluted
                net income per share               $   239,815   $   292,670
                                                   ===========   ===========

                Denominator for basic net income
                per share:
                   Weighted average shares          14,436,547     8,138,305

                Effect of dilutive securities:
                   Employee/director stock           1,029,305            --
                options
                   Warrants and other                       --            --
                                                   -----------   -----------
                Dilutive potential common shares     1,029,305            --

                                                   -----------   -----------
                Denominator for diluted net
                income per share                    15,465,852     8,138,305
                                                   ===========   ===========

                Basic net income per share         $      0.02   $      0.04
                                                   ===========   ===========

                Diluted net income per share       $      0.02   $      0.04
                                                   ===========   ===========

                Options and warrants  whose  exercise  price exceeds the average
                market  price  of  the  stock  have  been   excluded  from  this
                computation.


Note 3.         Notes Payable to Related Parties

                During  the period of August  2000  through  July 1,  2001,  the
                Company executed several promissory notes in favor of MediVision
                Medical Imaging Ltd. ("MediVision"),  an Israeli corporation and
                majority shareholder in the Company. The "Short-Term Note" had a
                maximum  principal  balance  of  $260,000  available,  while the
                "Working  Capital Funding  Agreement and Amendment No.1" to this
                agreement  provided an additional  funding of  $2,500,000.  Both
                Notes and the  Amendment  bear  interest at the rate of 9.3% per
                annum  and  are  secured  by all of the  Company's  assets.  The
                principal amount outstanding,  together with any and all accrued
                interest on the Working Capital Note and Amendment,  was payable
                by August 31, 2003,  except that  MediVision may, at its option,
                at any time  convert any amount of principal  and interest  then
                outstanding  into  shares  of the  Company's  common  stock at a
                conversion  price of $.80 per share on the Working  Capital Note
                and  $0.185  per  share  on the  Amendment  No.1 to the  Working
                Capital Note.

                In May 2003, the Company and MediVision entered in Amendment No.
                2 to the Working  Capital  Funding  Agreement and the Short Term
                Note whereby the  repayment  terms on the debt were  extended on
                all principal and interest due until January 1, 2005.

                In June 2003,  MediVision exercised its option, as stipulated in
                the  Working  Capital  Funding  Agreement,  Amendment  No. 1, to
                convert  $1,150,000  of  principal  and interest at a conversion
                price of $0.185 per share into 6,216,216 common shares of stock.
                As a result of the foregoing transactions,  MediVision

                                       6
<PAGE>

                currently owns  approximately  84% of the Company's  outstanding
                common stock.

                At March 31, 2004 the Company had recorded a net amount due from
                MediVision  of  approximately  $157,000.  This amount  comprises
                approximately  $517,000  due from  MediVision  for  products and
                services offset by approximately $360,000 owed to MediVision for
                interest on the loans.

                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,  on the maximum
                aggregate  amount of approximately  $1,900,000.  In August 2002,
                MediVision   subordinated  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.  In December 2002, the Company's  Board of Directors
                approved  that the Company  enter into and issue a debenture  in
                favor of the bank to act as security for the debt of MediVision,
                such  debenture  is  secured  by a  first  lien  on  all  of the
                Company's assets. The debenture and lien were signed in December
                2002.


Note 4.         Stock Based Compensation

                At March 31, 2004, the Company had five stock-based compensation
                plans (the  "Plans").  The Company  accounts for the Plans under
                the recognition  and  measurement  principles of APB Opinion No.
                25,  "Accounting  for Stock  Issued to  Employees,"  and related
                interpretations.  No stock-based  compensation cost is reflected
                in net  income,  as all options  granted  under the Plans had an
                exercise  price  equal  to or  above  the  market  value  of the
                underlying common stock on the date of grant.

                For purposes of pro forma disclosures,  the estimated fair value
                of  stock-based   compensation   plans  and  other  options  are
                amortized  to expense  primarily  over the vesting  period.  The
                following  tables  illustrate  the  effect  on  net  income  and
                earnings  per share if the  Company  had  applied the fair value
                recognition  provisions of FASB  Statement No. 123,  "Accounting
                for Stock-Based Compensation," to stock-based compensation.


                                       7
<PAGE>

<TABLE>
<CAPTION>
                                                                Unaudited
                                                            Three Months Ended
                                                                 March 31,
                                                        --------------------------
                                                           2004           2003
                                                        -----------    -----------
<S>                                                     <C>            <C>
                Net Income, As Reported                 $   239,815    $   292,670

                Deduct Total Stock-Based Employee
                   Compensation Expenses Determined
                   Under the Fair Value Based Method
                   For all Awards, Net of Related Tax
                   Effects                                   (1,087)        (7,922)
                                                        -----------    -----------

                Pro Forma Net Income                    $   238,728    $   284,748
                                                        ===========    ===========

                Basic Earnings Per Share
                    As Reported                         $      0.02    $      0.04

                    Pro Forma
                                                        $      0.02    $      0.03

                Diluted Earnings Per Share:
                    As Reported                         $      0.02    $      0.04
                    Pro Forma                           $      0.02    $      0.04
</TABLE>


Note 5.         Subsequent Event

                In  April  2004,  the  Company  issued  a  $1  million   secured
                three-year   convertible   note  to  Laurus   Master  Fund  Ltd.
                ("Laurus")  with a fixed  coupon  price of 6.5% per  annum.  The
                convertible  note may be converted by Laurus into the  Company's
                common stock at a fixed  conversion  price of $1.22. The Company
                also  issued a five-year  warrant to Laurus to purchase  313,000
                shares of the Company's  common stock at exercise prices ranging
                between $1.40 and $1.83 per share.


     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

                                       8
<PAGE>

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.

     At March 31, 2004, the Company had a stockholders'  equity of approximately
$403,000  and  its  current   assets   exceeded  its  current   liabilities   by
approximately  $666,000. The convertible loan agreement with Laurus Master Fund.
Ltd. ("Laurus") that was entered into during the third quarter of 2003 has had a
favorable impact on the Company's current ratio.  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. In April 2004, the Company entered into
an additional loan agreement with Laurus.

     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

     The  Company'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.  The Company recognizes revenue when products are shipped.  Estimates
are used relative to the expected useful lives of depreciable assets. Management
is also  required to make  estimates  and  assumptions  that affect the reported
amounts of assets and  liabilities  and the disclosure of contingent  assets and
liabilities  at the date of the financial  statements  and revenues and expenses
during the reporting  period.  Actual results could differ from those estimates.
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.

                                       9
<PAGE>


Results of Operations

Revenues

     The  Company's  revenues  for the first  quarter  ended March 31, 2004 were
$2,397,069, representing an insignificant change from revenues of $2,385,713 for
the first  quarter  ended  March  31,  2003.  Digital  angiography  systems  and
peripherals accounted for approximately 89% and 94% of the Company's revenue for
the first quarters of 2004 and 2003,  respectively.  Service revenues  accounted
for  approximately 11% and 6% of the Company's revenue for the first quarters of
2004 and 2003,  respectively.  Revenues from sales of the Company's  products to
MediVision were approximately $183,000 during the three-month period ended March
31, 2004 and $53,000 for the  comparable  three-month  period  ending  March 31,
2003.

Gross Margins

     Gross  margins  were  approximately  60% during each of the first  quarters
ended March 31, 2004 and March 31,  2003.  The Company  continues to monitor its
expenses  in  this  area  in   contemplation  of  current  and  future  business
conditions.  It is anticipated that the Company's gross margins will decrease as
its sales of the NextGen Healthcare  Information Systems, Inc. software products
become more significant,  since the gross margins associated with such sales are
less than the majority of the products that the Company currently markets.

Sales, Marketing and General and Administrative Expenses

     Sales,  marketing  and general and  administrative  expenses  accounted for
approximately  38% of total revenues  during the first quarter of fiscal 2004 as
compared to  approximately  42% during the first quarter of fiscal 2003.  Actual
expense  levels  decreased to $907,147  during the first  quarter of 2004 versus
$1,009,430 during the first quarter of 2003. Primary contributing factors to the
decreased expenses were reductions in sales returns reserve requirements.

Research and Development Expenses

     Research and  development  expenses  were  $247,236 in the first quarter of
fiscal  2004 and  $80,908 in the first  quarter of fiscal  2003.  Such  expenses
accounted for  approximately  10% and 3% of revenues during the first quarter of
2004 and 2003,  respectively.  The Company has focused its recent  research  and
development  efforts on new digital image capture products.  The Company expects
its research and development  expenditures to grow as a result of its paying for
research and development conducted by MediVision and other outsourced consulting
on the Company's behalf.

Interest and Other Expense, net

     Interest and other  expense was $45,325  during the first quarter of fiscal
2004 versus $43,046 during the first quarter of fiscal 2003.  These amounts were
comprised   principally  of  interest   expense,   mainly  associated  with  the
convertible loan from Laurus and with financing arrangements provided to certain
of the Company's customers in connection with sales of its products.


                                       10
<PAGE>


Net Income

     The Company  recorded net income of $239,815,  or $0.02 per share basic and
diluted earnings,  for the first quarter ended March 31, 2004 as compared to net
income of $292,670 or $0.04 per share basic and diluted  earnings  for the first
quarter  ended March 31,  2003.  The  decrease in earnings was the result of the
Company's   concentrated   efforts  associated  with  research  and  development
expenditures.  The  decrease in earnings per share is mainly  attributable  to a
substantial   increase  in  the  weighted  number  of  shares  of  common  stock
outstanding between both periods.

     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 $579,000.  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 $55,265 during the
three months ended March 31, 2004 as compared to generating  cash of $350,723 in
the three months ended March 31, 2003. The cash generated from operations during
the first three  months of 2004 was  principally  from net income for the period
which amounts were  principally  offset by increased  receivables and inventory.
The cash  generated  from  operations  during the first three months of 2003 was
principally from net income for the period and increases in current  liabilities
which amounts were partially offset by inventory  procurements and certain other
expenditures  in  connection  with  anticipated  near-term  sales demand for the
Company's products.

     Cash used in investing  activities was $1,293 during the first three months
of 2004 as  compared  to $4,640  during  the  first  three  months of 2003.  The
Company's investing  activities  consisted of minor purchases of equipment.  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  or other  financing
arrangements available to the Company, if any.

     The Company used cash in financing  activities of $344,508 during the first
three  months of fiscal 2004 as  compared  to using cash of $201,409  during the
first three months of fiscal 2003. The cash used in financing  activities during
both periods was  principally  from  repayments  of  borrowings  under  existing
arrangements with MediVision and advances to MediVision during the current three
months of fiscal 2004.  Principal  payments on the loan to Laurus were offset by
the  conversion of these  payments  into common stock of the Company  during the
current quarter.

                                       11
<PAGE>

      In June 2003,  MediVision  exercised  its  option,  as  stipulated  in the
Amendment No.1, to convert  $1,150,000 of principal and interest at a conversion
price of $0.185 per share into 6,216,216  common shares of stock. As a result of
the foregoing  transactions,  MediVision currently owns approximately 84% of the
Company's outstanding common stock

     At March 31, 2004 the Company had recorded a net amount due from MediVision
of approximately $157,000. This amount comprises approximately $517,000 due from
MediVision for products and services  offset by  approximately  $360,000 owed to
MediVision for interest on the loans.

    On March 31, 2004 the Company's  cash and cash  equivalents  were  $981,498.
Management anticipates that additional sources of capital beyond those currently
available  to the Company may be  required to continue  funding of research  and
development  for new products  and selling and  marketing  related  expenses for
existing products.

     The Company  will  continue to evaluate  alternative  sources of capital to
meet its growth 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.


     ITEM 3.      CONTROLS AND PROCEDURES

         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.


                                       12
<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 SECURITY HOLDERS
                    None.

ITEM 5.             OTHER INFORMATION
                    None.

ITEM 6.             EXHIBITS AND REPORTS ON FORM 8-K

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

                             31.2 - Certification Required Under Section 302 of
                             Sarbanes-Oxley Act of 2002

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

                    (b)      None.


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<PAGE>

                                   SIGNATURES

Pursuant to 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
                           (Company)


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



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



Dated: May 11, 2004



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