SC 13D/A

 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                 SCHEDULE 13D
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (Amendment No. 8)

                          OPHTHALMIC IMAGING SYSTEMS
                               (Name of Issuer)

                          COMMON STOCK, NO PAR VALUE
                        (Title of Class of Securities)

                                    683737
                                (CUSIP Number)

                          Premier Laser Systems, Inc.
                             Attn: Colette Cozean
                                3 Morgan Avenue
                               Irvine, CA 92718

                                with a copy to:

                           William J. Simpson, Esq.
                     Paul, Hastings, Janofsky & Walker LLP
                      695 Town Center Drive, 17th Floor
                         Costa Mesa, California 92626
                                (714) 668-6200

                 (Name, address and telephone number of person
               authorized to receive notices and communications)

                               November 20, 1998
                     (Date of Event Which Requires Filing
                              of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].

Note: Six copies of this statement, including all exhibits, should be filed with
the Commission.  See Rule 13d-1(a) for other parties to whom copies are to be
sent.
- ------------------------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                        (Continued on following pages)


                              Page 1 of 5 Pages

 
1.   NAME OF REPORTING PERSON
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON

     PREMIER LASER SYSTEMS, INC.
     33-0472684

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                        a[_]
                                                        b[X]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*
 
     WC

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) or 2(e)                                       [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
     CALIFORNIA
 
NUMBER OF                  7.   SOLE VOTING POWER
SHARES
BENEFICIALLY                    2,131,758
OWNED BY
EACH                       8.   SHARED VOTING POWER
REPORTING
PERSON                              0
WITH

                           9.   SOLE DISPOSITIVE POWER

                                2,131,758

                          10.   SHARED DISPOSITIVE POWER

                                    0

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,131,758




CUSIP No. 683737                     13D                      Page 2 of 5 Pages


 
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]

     N/A

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     51.3%, BASED ON 4,155,428 SHARES OF COMMON STOCK REPORTED AS OUTSTANDING AS
     OF JULY 14, 1998.

14.  TYPE OF PERSON REPORTING

     CO



                     *SEE INSTRUCTIONS BEFORE FILLING OUT




CUSIP No. 683737                     13D                      Pages 3 of 5 Pages


 
                           OPHTHALMIC IMAGING SYSTEMS
                                  Common Stock

                                  SCHEDULE 13D

     This Amendment No. 8 (the "Amendment") amends and supplements the Schedule
13D originally filed with the Securities and Exchange Commission (the
"Commission") on December 29, 1997 (the "Original Schedule 13D"), as previously
amended by Amendment No. 1 to the Original Schedule 13D filed with the
Commission on January 5, 1998, by Amendment No. 2 to the Original Schedule 13D
filed with the Commission on January 20, 1998, by Amendment No. 3 filed with the
Commission on February 12, 1998, by Amendment No. 4 filed with the Commission on
March 3, 1998, by Amendment No. 5 filed with the Commission on August 14, 1998,
by Amendment No. 6 filed with the Commission on August 20, 1998 and by Amendment
No. 7 filed with the Commission on August 21, 1998, with respect to the purchase
by PREMIER LASER SYSTEMS, INC. ("Premier") of shares of common stock, no par
value per share (the "Shares") of OPHTHALMIC IMAGING SYSTEMS, a California
corporation ("OISI")  (as amended, the "Schedule 13D").  Capitalized terms used
but not defined herein shall have the meanings given to such terms in the
Schedule 13D.

Item 4.  Purpose of Transaction.

         The response set forth in Item 4 of the Schedule 13D is hereby amended
and supplemented by adding the following:

         On November 20, 1998, OISI delivered a letter to Premier confirming,
among other things, that OISI had established and publicly disclosed January 7,
1999 as the date of its next annual shareholders' meeting (the "Meeting"). In
that same letter, OISI agreed to not change or reschedule the date of the
Meeting without Premier's written consent. In contemplation of the board of
directors election to be held at the Meeting, Premier intends to supply OISI
with a proposed slate of qualified board of director candidates. Premier
anticipates that OISI's current CEO, Steve Verdooner, will remain as a board
member. Premier's proposed slate will not, however, include any other current
OISI officers or directors, nor will the slate include any officers or directors
of Premier. Assuming that the slate is acceptable to OISI's current board of
directors, Premier believes that OISI will include the slate in OISI's proxy
statement for the Meeting.

         Premier has no current plans to acquire additional securities of OISI.
It is possible, however, that Premier could acquire additional shares of OISI in
the future.

         Premier and OISI are currently in the process of negotiating certain
aspects of their relationship, including the repayment by OISI of certain
indebtedness of OISI to Premier.

Item 6.  Contracts, Arrangements, Understandings or Relationships With
         Respect to Securities of the Issuer.

     This item as previously filed is amended and supplemented by incorporating
herein the additions to Item 4 made by this Amendment No. 8.

Item 7.  Material to be Filed as Exhibits.

         The response set forth in Item 7 of the Schedule 13D is hereby amended
and supplemented as follows:

Exhibit 99.14  Letter to Premier from OISI dated November 20, 1998.




CUSIP No. 683737                     13D                      Pages 4 of 5 Pages


 
                                   SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Dated: November 24, 1998

                                               PREMIER LASER SYSTEMS, INC.

                                               By:/s/ Charles J. Olson
                                                  --------------------
                                                  Name: Charles J. Olson
                                                  Title: Chief Financial Officer




CUSIP No. 683737                     13D                      Pages 5 of 5 Pages

EX-99.14

 
                               [OISI LETTERHEAD]


                               November 20, 1998


Colette Cozean, Ph.D.
President and CEO
Premier Laser Systems, Inc.
3 Morgan
Irvine, California  92618

     Re:  Ophthalmic Imaging Systems ("OIS")

Dear Colette:

          This is to confirm that OIS has publicly disclosed its intent to hold
an annual meeting of its shareholders on January 7, 1999 (the "Annual Meeting").
In view of the investment of Premier Laser Systems, Inc. ("Premier") in OIS, and
as an accommodation to Premier, we agree that, unless otherwise required by law,
OIS will not change or reschedule the date of the Annual Meeting without the
written consent of Premier.  In addition, we also undertake to furnish a copy of
the preliminary proxy statement to Premier and its legal counsel no later than
two business days prior to the filing of the definitive proxy statement with the
Securities and Exchange Commission, unless otherwise agreed between the parties.

          To the extent that Premier requests certain matters to be presented to
the shareholders of OIS at the Annual Meeting, including, without limitation,
the election of any proposed nominees to the Board of Directors of OIS, and such
request is granted, the agreements provided above are subject to, and contingent
upon, (i) the timely submission by Premier to OIS of all necessary disclosures
related thereto under applicable securities and state laws, and (ii) receipt of
OIS of written confirmation from Premier that the information so furnished does
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances in which they were made, not misleading.

 
                                              Sincerely,
 
                                              /s/ Steven R. Verdooner
 
                                              Steven R. Verdooner

cc:  Richard A. Denmon, Esq.
     William J. Simpson, Esq.