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, 2003

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 13,  2003,  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 March 31, 2003



PART I.  FINANCIAL INFORMATION                                         PAGE
                                                                       ----

Item 1.  Financial Statements

         Condensed Balance Sheet as of March 31, 2003                        2

         Condensed Statements of Operations for the Three Months
         ended March 31, 2003 and March 31, 2002                             3

         Condensed Statements of Cash Flows for the Three Months
         ended March 31, 2003 and March 31, 2002                             4

         Notes to Financial Statements                                       5

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

Item 3.  Controls and Procedures                                             14

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   15

Item 2.  Changes in Securities and Use of Proceeds                           15

Item 3.  Defaults upon Senior Securities                                     15

Item 4.  Submission of Matters to a Vote of Security Holders                 15

Item 5.  Other Information                                                   15

Item 6.  Exhibits and Reports on Form 8-K                                    15

<PAGE>


                          PART I FINANCIAL INFORMATION


         ITEM 1.  FINANCIAL STATEMENTS


<PAGE>



                           Ophthalmic Imaging Systems
                             Condensed Balance Sheet
                                 March 31, 2003
                                   (Unaudited)

ASSETS
Current assets:
       Cash and equivalents                                      $    527,908
       Accounts receivable, net                                       971,829
       Inventories, net                                               457,690
       Prepaid expenses and other current assets                       93,537
       Deferred tax asset                                              51,000
                                                                --------------
Total current assets                                                2,101,964
Furniture and equipment, net of accumulated
       depreciation and amortization of $1,340,205                    173,531
Other assets                                                           19,401
                                                                --------------
                                                                 $  2,294,896
                                                                ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
       Notes payable to related party                            $  1,715,245
       Accounts payable                                               540,472
       Accrued liabilities                                          1,693,380
       Deferred extended warranty revenue                             349,083
       Customer deposits                                              290,537
       Income taxes payable                                            28,000
       Capitalized lease obligation and other notes payable             2,758
                                                                --------------
Total current liabilities                                           4,619,475
                                                                --------------

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
       Deferred compensation                                                -
       Accumulated deficit                                        (14,955,183)
                                                                --------------
Total stockholders' deficit                                        (2,324,579)
                                                                --------------
                                                                 $  2,294,896
                                                                ==============

                 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 March 31,
                                                                2003                      2002
                                                           ------------              ------------

<S>                                                        <C>                       <C>
Net revenues                                               $  2,385,713              $  1,888,092
Cost of sales                                                   959,659                   833,563
                                                           ------------              ------------
Gross profit                                                  1,426,054                 1,054,529

Operating expenses:
     Sales and marketing                                        632,856                   515,088
     General and administrative                                 376,574                   364,154
     Research and development                                    80,908                    97,270
                                                           ------------              ------------
          Total operating expenses                            1,090,338                   976,512
                                                           ------------              ------------
Income from operations                                          335,716                    78,017
Other expense, net                                             (43,046)                  (74,460)
                                                           ------------              ------------

Net income                                                  $   292,670               $     3,557
                                                           ============              ============

Shares used in the calculation of basic and
      diluted net income per share                            8,138,305                 8,138,305
                                                           ============              ============

Basic and diluted net income per share                       $     0.04                $     0.00
                                                           ============              ============
</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>
                                                                  Three months ended March 31,
                                                                       2003            2002
                                                                ----------------  ---------------

OPERATING ACTIVITIES:
<S>                                                                   <C>              <C>
Net income                                                          $   292,670      $     3,557
Adjustments to reconcile net income to net cash
     used in operating activities:
          Depreciation and amortization                                   9,661           18,679
          Net increase in current assets other
               than cash and equivalents                               (104,933)        (389,561)
          Net increase in current liabilities other
               than short-term borrowings                               159,836          372,529
                                                                ----------------  ---------------
Net cash provided by operating activities                               357,234            5,204

INVESTING ACTIVITIES:
Purchases of furniture and equipment                                     (4,640)          (8,034)
Net (increase) decrease in other assets                                  (6,511)           1,015
                                                                ----------------  ---------------
Net cash used in investing activities                                   (11,151)          (7,019)

FINANCING ACTIVITIES:
Principal payments on notes payable                                      (1,409)          (1,905)
Repayments of borrowings under notes payable to
     significant shareholders, net                                     (200,000)         (12,200)
                                                                ----------------  ---------------
Net cash used in financing activities                                  (201,409)         (14,105)
                                                                ----------------  ---------------
Net increase (decrease) in cash and equivalents                         144,674          (15,920)
Cash and equivalents at beginning of period                             383,234           71,926
                                                                ----------------  ---------------
Cash and equivalents at end of period                               $   527,908      $    56,006
                                                                ================  ===============

SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
          Addition to (reduction in) aggregate debt payable
          to significant shareholders in exchange for
          inventory and other noncash transactions, net             $     1,915      $   (58,236)
                                                                ================  ===============
</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, 2003 and 2002


                                   (Unaudited)


Note 1.         Basis of Presentation

                The accompanying  unaudited  condensed balance sheet as of March
                31, 2003,  condensed  statements of operations and statements of
                cash flows for the three month  periods ended March 31, 2003 and
                2002 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,  2002 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,  2003 are not  necessarily  indicative  of the
                operating results for the full year.

                Certain  amounts in the fiscal 2002  financial  statements  have
                been  reclassified to conform to the  presentation in the fiscal
                2003 financial statements.

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,
                                                        2003            2002
                                                   --------------- -------------

               Numerator for basic and diluted
               net income per share                  $ 292,670       $    3,557
                                                     =========       ==========

               Denominator for basic net income
               per share:
                  Weighted average shares            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  per share                     8,138,305        8,138,305
                                                     =========       ==========
               Basic net income  per share           $    0.04       $     0.00
                                                     =========       ==========

               Diluted net income  per share         $    0.04       $     0.00
                                                     =========       ==========

               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

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

                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 March 31, 2003, the


                                       6
<PAGE>


                Company had  recorded  $260,000 in principal  and  approximately
                $66,000 in accrued  interest  outstanding  under the  Short-Term
                Note.  MediVision and the Company are in discussions with regard
                to  reclassifying  amounts  currently  owed under the 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, 2002 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.

                The Company and  MediVision  are  currently in  negotiations  to
                restructure  the repayment terms on both the Short-Term Note and
                the Working Capital Fund Agreement.

                At March 31,  2003,  the Company  had  recorded,  in  aggregate,
                approximately  $2,393,000 in principal and interest  outstanding
                under the Working Capital Note and Amendment Note.


                                       7
<PAGE>

                At March  31,  2003,  the  Company  had  recorded  approximately
                $1,715,000 in aggregate debt owed to MediVision, which amount is
                net of approximately  $1,004,000 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.  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  shall be  secured by a first lien on all of the
                Company's  assets.  Such  debenture  and  lien  were  signed  in
                December 2002.



                                       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.

         In October 2001, MediVision,  the Company's parent, signed an agreement
for the  acquisition  of a minority  interest by Agfa Gevaert  N.V.  creating an
alliance  for  joint  development  and  marketing  of  an  integrated,   digital
Ophthalmology  PACS  solution.  The marketing  efforts under this  agreement are
anticipated  to be  implemented  beginning in the US market,  and are to include
efforts by the Company.  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.

         At  March  31,  2003,  the  Company  had  an  accumulated   deficit  of
approximately  $15  million  and its current  liabilities  exceeded  its current
assets by approximately $2.5 million. A significant  portion of the current debt
is amounts  owing to  MediVision  under the  arrangement  discussed  above.  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.



                                       9
<PAGE>

         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.  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.

New Accounting Pronouncement FAS 149
------------------------------------

         On April 30, 2003,  the  Financial  Accounting  Standards  Board issued
Statement No. 149, "Amendment of Statement on Derivative Instruments and Hedging
Activities."  This Statement  amends and clarifies the accounting for derivative
instruments  by  providing  guidance  related  to  circumstances  under  which a
contract  with a net  investment  meets the  characteristics  of a derivative as
discussed  in Statement  133. The  Statement  also  clarifies  when a derivative
contains a  financing  component.  The  Statement  is intended to result in more
consistent reporting for derivative contracts and must be applied  prospectively
for contracts  entered into or modified after June 30, 2003,  except for hedging
relationships designated after June 30, 2003. In management's opinion,  adoption
of this  statement  is not expected to have a material  effect on the  Company's
financial position or results of operations.

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

Revenues

         The Company's  revenues for the first quarter ended March 31, 2003 were
$2,385,713,  representing  an increase  of  approximately  26% from  revenues of
$1,888,092  for the first  quarter  ended March 31,  2002.  Digital  angiography
systems  sales  accounted  for  89%  and 85% of the  Company's  revenue  for the
quarters ended March 31, 2003 and March 31, 2002 respectively.  Service revenues
accounted for  approximately 6% and 8% of first quarter revenues during 2003 and
2002, respectively,  while peripherals accounted for 5% and 7% of the comparable
quarter during 2003 and 2002, respectively. Revenues from sales of the Company's
products  to  MediVision  were  approximately  $53,000 and  $150,000  during the
3-month periods ended March 31, 2003 and March 31, 2002, respectively.




                                       10
<PAGE>

Gross Margins

         Gross  margins were  approximately  60% during the first  quarter ended
March 31, 2003 versus  approximately 56% for the comparable quarter of 2002. The
Company has undertaken 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 first quarter of fiscal 2003
as compared  with  approximately  47% during the first  quarter of fiscal  2002.
Actual expense levels  increased to $1,009,430  during the first quarter of 2003
versus $879,242 during the first quarter of 2002. Primary  contributing  factors
to the increased expenses,  while decreasing the percentage of expenses relative
to revenue,  were  salaries and support  costs related to direct sales and other
support  personnel  added during and subsequent to the first quarter of 2002, as
well as other costs in connection with the Company's selling efforts in 2003.

Research and Development Expenses

         Research and development  expenses were $80,908 in the first quarter of
fiscal  2003 and  $97,270 in the first  quarter of fiscal  2002.  Such  expenses
accounted for  approximately  3% and 5% of revenues  during the first quarter of
2003 and 2002,  respectively.  The Company has focused its recent  research  and
development  efforts on new digital  image  capture  products and reducing  cost
configurations for its current products. The company is planning to increase R &
D expenditures during the remainder of the year.

Other Expense

         Other  expense  was  $43,046  during the first  quarter of fiscal  2003
versus  $74,460  during the same period of 2002.  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 $292,670,  or $0.04 per share,  for
the first  quarter  ended  March 31, 2003 as compared to net income of $3,557 or
$0.00 per share, for the first quarter ended March 31, 2002.



                                       11
<PAGE>

         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 $680,000.  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 $357,234 during
the three months ended March 31, 2003 as compared to cash generated of $5,204 in
the three months ended March 31, 2002. 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.  The  cash
generated by operations  during the first quarter of 2002 was  principally  from
increases in accrued  liabilities and increases in customer deposits from orders
generated  pursuant the recently completed 2001 Annual Meeting of the AAO, which
amounts  were  substantially  offset by  increased  accounts  receivable  levels
associated  with  deliveries made toward the end of the quarter and, to a lesser
extent, increased inventory levels.

         Cash used in investing  activities  was $11,151  during the first three
months of 2003 as  compared  to $7,019  during  the same  period  for 2002.  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 used cash in financing  activities  of $201,409  during the
first three months of fiscal 2003 as compared to $14,105  during the  comparable
period of fiscal 2002. The cash used in financing activities during both periods
was principally from repayments of borrowings under existing  arrangements  with
MediVision. Principal payments on notes payable other than to MediVision in both
years were minimal.

         As  discussed  further  above and in Note 3 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
March  31,  2003,   the  Company  had  recorded   $260,000,   in  principal  and
approximately  $66,000 in accrued interest outstanding under the Short-Term Note
and the Company is  currently  in  discussions  with  MediVision  with regard to
reclassifying amounts currently owing under the Short-Term Note to amounts owing
under the Working Capital Note.



                                       12
<PAGE>

         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 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.

         The Company and MediVision are currently in negotiations to restructure
the repayment  terms on both the  Short-Term  Note and the Working  Capital Fund
Agreement.

         At  March  31,  2003,   the  Company  had   recorded,   in   aggregate,
approximately $2,393,000 in principal and interest outstanding under the Working
Capital Note and the Amendment Note.

         At March 31, 2003, the Company had recorded approximately $1,715,000 in
aggregate  debt  owed  to  MediVision,  which  amount  is net  of  approximately
$1,004,000  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.  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  shall be secured
by a first lien on all of the  Company's  assets.  Such  debenture and lien were
signed in December 2002.



                                       13
<PAGE>

         On  March  31,  2003 the  Company's  cash  and  cash  equivalents  were
$527,908. Management anticipates that additional sources of capital beyond those
currently  available to the Company may be required to continue  operations  and
procure  inventory  necessary  to meet  current and  anticipated  demand for the
Company's products. Substantial delays in the delivery of the Company's products
would  result  in  reduced  cash  flow from  sales of such  products  as well as
potential increased costs.

         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. 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 an additional  $500,000 of which was paid in October 2002.  Under
the terms of this  agreement,  among  other  things,  Agfa and  MediVision  will
jointly develop, 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.

         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.



                                       14
<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)      99.1 -  Certification  Pursuant to Section 906 of
                             the  Sarbanes-Oxley  Act of 2002
                    (b)      None.




                                       15
<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 13, 2003



                                       16
<PAGE>

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


Date: May 13, 2003                              /s/ Gil Allon
                                           -----------------------------------
                                                    Gil Allon
                                                    Chief Executive Officer



<PAGE>


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


Date: May 13, 2003                                  /s/ Ariel Shenhar
                                               ---------------------------------
                                                        Ariel Shenhar
                                                        Chief Financial Officer