SecProbe.io

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Mail Stop 0306

April 12, 2005

Via Facsimile and U.S. Mail

Mr. Ariel Shenhar
Chief Financial Officer
Ophthalmic Imaging Systems
221 Lathrop Way, Suite I
Sacramento, CA 95815

	Re: 	Ophthalmic Imaging Systems
		Form 10-KSB for the year ended December 31, 2004
      SEC File No. 1-11140

Dear Mr. Shenhar:

      We have reviewed your filing and have the following
comments.
We have limited our review to those issues we have addressed in
our
comments.  Where indicated, we think you should revise your filing
in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB as of December 31, 2004

Management`s Discussion and Analysis or Plan of Operation

1. Please revise future filings to include a critical accounting
policies section.  Refer to Release No. 33-8350.

Financial Statements

Note 1:  Summary of Significant Accounting Policies

     Revenue Recognition - Page 30

2. We see from your disclosures on pages 2 to 4 that your
arrangements with customers may include multiple elements
deliverables, including product sales, installation, maintenance,
and
training. Tell us and revise this note in future filings to
clearly
identify each deliverable under these arrangements and explain how
you recognize the related revenue, addressing whether or not they
are
considered separate units of accounting pursuant to EITF 00-21.

3. Tell us and revise this note in future filings to disclose any
special rights or privileges granted to customers, resellers and
distributors, including customer acceptance and rights of returns,
and explain how these rights impact the timing of revenue
recognition.

4. We note that your systems include proprietary software.
a) Please revise future filings to disclose how you account for
the
costs related to the proprietary software you sell and tell us how
your current policy complies with SFAS 86.
b) To the extent you sell standalone software packages or consider
software a separate unit of accounting as part of your multiple-
element arrangements with customers, please explain how your
revenue
recognition policy complies with SOP 97-2.

Note 5, Notes Payable - Page F-13

5. We note that your notes payable issued to Laurus in 2004 was
convertible into common stock at a price of $1.22 per share while
the
closing market price of your stock on the date of issuance was
$1.50
per share.  Please tell us how considered the guidance in EITFs
98-5
and 00-27 in accounting for the transaction, including the
beneficial
conversion feature that exit.
6. Please tell us supplementally and revise future filings to
explain
how you accounted for the warrants issued in conjunction with the
convertible notes payable to Laurus.  Describe the method you used
to
value the warrants and any amounts recorded in paid in capital.
Refer to APB 14.

Item 8, Controls and Procedures - Page 20

7. We note your statement that your chief executive officer and
your
chief financial officer "have concluded the Company`s disclosure
controls and procedures are adequate and effective..."   It does
not
appear that your certifying officers have reached a conclusion
that
your disclosure controls and procedures are effective.  Please
revise
to address your officers` conclusions regarding the effectiveness
of
your disclosure controls and procedures.
8. We note your disclosure that your chief executive officer and
chief financial officer have evaluated your disclosure controls
and
procedures as of a date "within 90 days prior to the date of this
report."  Please amend your filing to disclose management`s
conclusion regarding the effectiveness of your disclosure controls
and procedures as of the end of the period covered by the annual
report.  Refer to Item 307 of Regulation S-B and Part III.F of
Management`s Reports on Internal Control over Financial Reporting
and
Certification of Disclosure in Exchange Act Periodic Reports,
Release
No. 33-8238, available on our website at
www.sec.gov/rules/final/33-
8238.htm.
9. We note your disclosure that your chief executive officer and
chief financial officer determined that controls and procedures
were
adequate and effective "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."  Please revise your disclosure to state, in clear and
unqualified language, the conclusions reached by your chief
executive
officer and your chief financial officer on the effectiveness of
your
disclosure controls and procedures.  For example, if true, you can
state that your officers considered whether your disclosure
controls
and procedures were also effective to ensure that information
required to be disclosed in the reports that you file or submit
under
the Exchange Act is accumulated and communicated to your
management,
including your chief executive officer and chief financial
officer,
to allow timely decisions regarding required disclosure.  See
Exchange Act Rule 13a-15(e).  Or, if true, you can simply state
that
your disclosure controls and procedures are effective.  You should
not, however, state the conclusion in your current disclosure,
which
appears to state that your disclosure controls and procedures are
effective only with regard to timely alerting management.
10. We note your references to Exchange Act Rule 13a-14(c).
Please
change these to reflect the references to the definitions of
disclosure controls and procedures as cited in Exchange Rules 13a-
15(e) and 15d-15(e).
11. Please revise the language used in your disclosure concerning
changes in your internal control over financial reporting to
indicate
whether there was any change to your internal control over
financial
reporting that has materially affected, or that is reasonably
likely
to materially affect, your internal control over financial
reporting,
consistent with the language used in amended Item 308(c) of
Regulation S-B.
12. Please revise your disclosure concerning changes in your
internal
control over financial reporting to also indicate whether there
was
any change in your internal control over financial reporting that
occurred during the fourth quarter that has materially affected or
is
reasonably likely to materially affect your internal control over
financial reporting, as required by Item 308(c) of Regulation S-B
as
amended effective August 13, 2003.

Exhibits 31.1 and 31.2

13. We note that the certifications filed were not in the proper
form. The required certifications must be in the exact form
prescribed; the wording of the required certifications may not be
changed in any respect, except for the modifications temporarily
permitted to be made to the fourth paragraph of the certification
required to be filed as Exhibit 31.1 pursuant to Part III.E of
Release No. 8238. Accordingly, please file an amendment to your
Form
10-KSB that includes the entire filing together with the
certifications of each of your current CEO and CFO in the form
currently set forth in Item 601(b)(31) of Regulation S-B.

*    *    *    *

      As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your response to our
comments
and provides any requested supplemental information.  Detailed
cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your response to our comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      You may contact Heather Tress, Staff Accountant, at (202)
824-
5263 or me at (202) 942-1984 if you have questions regarding
comments
on the financial statements and related matters.

							Sincerely,

							Martin James
							Senior Assistant Chief
Accountant
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Mr. Ariel Shenhar
Ophthalmic Imaging Systems
April 12, 2005
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