SecProbe.io

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Martin James
Senior Assistant Chief Accountant
Division of Corporation Finance
Mail Stop 0306
Securities and Exchange Commission
450 Fifth Street, N.W.

Washington, D.C. 20549

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

         Dear Mr. James:

         Set forth herein are the responses of Ophthalmic  Imaging  Systems (the
"Company") to the comments  contained in the comment  letter of the staff of the
Securities and Exchange  Commission  (the  "Commission"),  dated April 12, 2005,
with respect to the Company's  Form 10-KSB for the year ended  December 31, 2004
(the "Form  10-KSB").  Attached  hereto as  Exhibit A is a clean  version of the
proposed Amendment to the Form 10-KSB (the "Form 10-KSB/A").

         Courtesy  copies of this  letter and clean and marked  versions  of the
proposed Form 10-KSB/A have been sent to the Staff's examiners via courier.  The
marked copy of the Form  10-KSB/A  indicates the changes from the Form 10-KSB as
previously filed with the Commission.

         For your  convenience,  we have reprinted the Staff's written  comments
below prior to the Company's responses.

Form 10-KSB as 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.

         We will  revise  our future  filings  to include a critical  accounting
policies section per Release No. 33-8350.

                                       1
<PAGE>

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  element  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.

         The  Company   derives  its  revenue   primarily  from  product  sales,
installation,  maintenance and training. The Company follows SAB 101 and SAB 104
in relation to its Revenues  Recognition  Policy as it addresses  the  following
points:

o        Persuasive evidence of an arrangement exists. The Company ships product
         only when an approved  document is received from a customer in the form
         of a signed sales quotation form or a purchase order from the customer.
         This  document  must be approved  by the  Company  prior to shipment to
         assure that the pricing and terms are  acceptable  to the  Company.  In
         order for the revenue to be  recognized  in a particular  quarter,  the
         document  received  from the  customer  must be dated no later than the
         last day of the period in  question  and shipped by the last day of the
         period.

o        Delivery has occurred or services have been rendered.  Products shipped
         by the Company are sold FOB,  Sacramento with the customer taking title
         to the  product  once  it  leaves  our  Doc.  Service  revenue  such as
         installation is not recognized until the service is performed.

o        The seller's price to the buyer is fixed or determinable. Products sold
         by the  Company are made by  providing  the  customer  with an approved
         sales quotation form which determines the price at which the Company is
         willing to sell the product to the customer.

o        Collectability  is  reasonably  assured.  The  Company's  customer base
         consists  primarily  of  highly  regarded  doctors,   clinics,  medical
         institutions and  universities.  The Company usually requires a deposit
         from the customer upon accepting the order.  It also assists  customers
         in obtaining leasing terms when appropriate, thus minimizing collection
         problems.

         The  multiple  components  of  the  Company's  revenue  are  considered
         separate  units of  accounting  pursuant  to EITF 00-21  since  revenue
         recognition  for each component  occurs at different  points of time as
         follows:

         o        Product  shipment - when  delivery  occurs and title passes to
                  the customer.

         o        Installation  and  Training   Services  -  when  services  are
                  performed.

         o        Service Contracts - over the term of the contract.

         In our  evaluation  of the  arrangements  with our  customers,  we have
concluded that the  consideration is reliably  measurable  because the amount of
the  consideration  is fixed and there are no general or specific  refund rights
included in the arrangement. Revenue for the product shipment is recognized when
title passes to the customer,  which is generally upon shipment.

                                      -2-
<PAGE>

Each  equipment  model  has  standard  performance  specifications  and  is  not
otherwise  customized for the specific needs of a buyer. The Company extensively
tests  the  equipment  against  those  specifications  prior  to  shipment.  The
installation process does not involve changes to the features or capabilities of
the equipment.  Separate fair values are charged for  installation  and training
services and no price reduction would occur in the product price if the customer
were  to  choose  to  not  have  the  installation  completed  by  the  Company.
Installation revenue is recognized when the installation is complete.

         Extended product service contracts are offered to our customers and are
generally entered into prior to the expiration of the Company's one year product
warranty.  The revenue generated from these  transactions is recognized over the
contract period, normally one to two years. Fair values are charged to customers
based on the type and quantity of systems installed.

         We will revise our future filings to address the foregoing issues.

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 then rights impact
the timing of revenue recognition.

         The Company  does not provide any  special  rights or  privileges  with
respect  to  general  or  specific  refund  or return  rights  and does not have
arrangements  that include  acceptance  rights.  In these instances,  revenue is
recognized  when title passes to the  customer.  This point will be clarified in
future filings.

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.

         (a) Costs related to proprietary  software.  Costs incurred in creating
computer  software  are  charged  to  expense  when  incurred  as  research  and
development until  technological  feasibility has been established.  The Company
has  determined  that the  technological  feasibility  is  established  with the
completion of a working model including coding and testing.  Software production
costs for computer  software used as an integral  part of the Company's  product
are not capitalized until technological feasibility has been established and all
research and  development  activities  for other  components of the product have
been  completed.  To date,  the  Company has not  incurred  any  material  costs
subsequent to establishing  technological  feasibility which would be subject to
capitalization.

         Costs of maintenance  and customer  support are charged to expense when
related  revenue is  recognized  or when  those  costs are  incurred.  The costs
incurred for duplicating the computer software and documentation are capitalized
in  inventory  and  charged  to cost of sales  when  revenue  of those  units is
recognized.

                                      -3-
<PAGE>

         (b) Stand  alone  software  package  revenue  recognition.  The Company
recognizes  revenue on stand alone software packages when the following criteria
are met:

         o        persuasive evidence of an arrangement exists;

         o        delivery has occurred;

         o        the fee is fixed or determinable; and

         o        collectibility is probable.

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 conversation feature that exit.

         The initial fixed  conversion  price of $1.22 per share was established
when the parties  entered  into an earlier firm  commitment  upon signing a term
sheet.  Under the terms of the agreement,  the fixed conversion price was agreed
to be equal to 105% of the average  closing price during the 3 trading days with
actual trading volume prior to the signing of the binding  Investment  Agreement
with the investors.

         The conversion  price was calculated  based on the 3 trading days (with
volume) prior to the April 27, 2004 agreement date as follows:

Trading Date*                                  Closing Price
-------------                                  -------------
April 20, 2004                                $ 1.15
April 21, 2004                                $ 1.15
April 22, 2004                                $ 1.19
                                              ------
   Average 3 day closing price                $ 1.16
   105% of average 3 day closing price        $ 1.22

--------------------------------------------- ----------------
--------------------------------------------- ----------------

* The closing  price of the  Company's  stock on April 23 and April 26 was $1.19
with no trading  volume for either day,  therefore not calculated in the average
price.

         Therefore,  the stock  conversion price was not  "in-the-money"  at the
time of the term sheet  commitment  date and no  beneficial  conversion  feature
existed.

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.

                                      -4-
<PAGE>

         The warrants issued in conjunction  with the convertible  notes payable
to Laurus  were  deemed by  management  to have no  intrinsic  value and with no
beneficial  conversion  privileges  at the time of issuance.  The warrants  were
granted at 115%, 130% and 150% of the fixed  conversion price of the convertible
note, which was determined to have no beneficial  conversion features by itself.
In negotiating  the agreement with Laurus,  management  assigned no value to the
warrants.  Additionally,  management  believes there is a high  likelihood  that
these  warrants will not be exercised at the end of the exercise term unless the
price of the  Company's  stock  increases  significantly.  The  warrants are not
transferable  and the  trading  volume  for the  Company's  stock  is very  low.
Accordingly,  management  concluded  that the value of the warrants was nominal.
The Company reviewed its estimate with its auditors who concluded that according
to the  Black-Scholes  model  the value of the  warrants  was not  material  and
therefore  no amounts have been  recorded in paid in capital.  Since this was an
estimate it was noted and  reported to the audit  committee as such under SAS 61
rules.

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 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.

         In order to address  your  comments  numbers 7 through 12, we intend to
replace the existing  language in Item 8A of the Form 10-KSB with the  following
language in the Form 10-KSB/A to be filed by the Company"

                  "As  of  the  end  of  the  period  covered  by  this  Report,
         management  of the Company,  with the  participation  of the  Company's
         Chief Executive Officer (principal executive officer) and the Company's
         Chief Financial Officer (principal  financial  officer),  evaluated the
         effectiveness of the Company's "disclosure controls and procedures," as
         defined in Rule 13a-15(e)  under the  Securities  Exchange Act of 1934.
         Based on that evaluation, these officers concluded that, as of December
         31,  2004,  the  Company's  disclosure  controls  and  procedures  were
         effective to provide reasonable  assurance that information required to
         be disclosed in the Company's  periodic  filings  under the  Securities
         Exchange Act of 1934 is accumulated  and  communicated to the Company's
         management,   including  those  officers,  to  allow  timely  decisions
         regarding required disclosure.

                  During the quarter  ended  December  31,  2004,  there were no
         changes in the Company's internal control over financial reporting that
         have  materially  affected,  or are  reasonably  likely  to  materially
         affect, the Company's internal control over financial reporting."

8.       We note your  disclosure  that your chief  executive  officer end chief
financial officer have evaluated your disclosure controls and procedures as of a
date "within 90 days prior to the date

                                      -5-
<PAGE>

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  Report
Release  No.  33-8238,  available  on our  website  at  www.sec.gov/rules/final/
33-8238.htm.

         See our response to comment 7 above.

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  materi