SC 13D/A

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

                               (Amendment No. 12)

                           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)

                                  June 9, 1999
                      (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 4 Pages)


________________________________________________________________________________
1    NAME OF REPORTING PERSONS
     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*


         00
________________________________________________________________________________
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
________________________________________________________________________________
               7    SOLE VOTING POWER

  NUMBER OF
                    2,131,758
   SHARES      _________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY

  OWNED BY          0
               _________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING
                    2,131,758
   PERSON      _________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH

                    0
________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


         2,131,758
________________________________________________________________________________
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 APRIL 14, 1999
________________________________________________________________________________
14   TYPE OF REPORTING PERSON*


         CO
________________________________________________________________________________
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 683737                       13D                     Page 2 of 4 Pages




                           OPHTHALMIC IMAGING SYSTEMS
                                  Common Stock

                                  SCHEDULE 13D

         This Amendment No. 11 (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 filed with the Commission on January 5, 1998, by
Amendment No. 2 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, by Amendment No. 7 filed with the Commission on August 21, 1998, by
Amendment No. 8 filed with the Commission on November 25, 1998, by Amendment No.
9 filed with the Commission on January 5, 1998, by Amendment No. 10 filed with
the Commission on February 11, 1999, and by Amendment No. 11 filed with the
Commission on March 26, 1999, 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") (the
"Original Schedule 13D" 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 June 9, 1999, Premier presented OISI with a proposal, pursuant to
which Premier offered to acquire the remaining issued and outstanding stock of
OISI by merging OISI into a newly formed subsidiary wholly owned by Premier.
OISI would be the surviving entity. In exchange for each outstanding share of
OISI, Premier would issue a portion of a share of Premier Common Stock
determined by dividing $.85 by the "Agreed Premier Value." "Agreed Premier
Value" means the average closing price of Premier's Class A Common Stock for the
five days immediately preceding the effective date of the Merger; provided,
however, that Premier would not be required to close the transaction if the
Agreed Premier Value were less than $2.00.

         Premier's proposal is non-binding, and the proposed transaction would
be subject to numerous contingencies. In particular, the Board of Directors of
OIS and shareholders representing 75% of OIS' outstanding shares (including at
least a majority of the OIS shares that are not held by Premier) would need to
approve the transaction, the parties would need to negotiate and sign a
definitive Merger Agreement (which would contain customary conditions to
closing), and OIS would need to obtain a fairness opinion. In addition, prior to
closing, Premier would need to register with the SEC the shares of stock
issuable to OIS shareholders in the proposed merger. A copy of the proposal is
attached hereto as Exhibit 99.17, and is incorporated by reference.

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. 12.

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 99.17  Non-Binding Proposal, dated June 9, 1999, presented by Premier to
               OISI.



CUSIP No. 683737                       13D                     Page 3 of 4 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: 6/10/, 1999


                                   PREMIER LASER SYSTEMS, INC.


                                   By:     /s/  Robert V. Mahoney
                                      -----------------------------
                                      Name: Robert V. Mahoney
                                      Title: Executive Vice President of Finance
                                             and Chief Financial Officer






CUSIP No. 683737                       13D                     Page 4 of 4 Pages

EX-99.17

                               NONBINDING PROPOSAL
                  FROM PREMIER LASER SYSTEMS, INC. ("PREMIER")
                      TO OPHTHALMIC IMAGING SYSTEMS ("OIS")

                                 (June 9, 1999)



                  Premier hereby makes the following nonbinding proposal to OIS
for its consideration:

                  i. MERGER. OIS would merge into a wholly owned, newly formed
subsidiary of Premier. OIS would be the surviving entity and OIS would become
100% owned by Premier.

                  ii. CONSIDERATION. In exchange for each outstanding share of
OIS, Premier would issue a portion of a share of Premier determined by OIS
dividing $.85 by the "Agreed Premier Value." As used herein, "Agreed Premier
Value" shall mean the average closing price of Premier's Class A Common Stock
for the five days immediately preceding the effective date of the Merger;
provided, however, that Premier would not be required to close the transaction
if the Agreed Premier Value were less than $2.00.

                  iii. DEFINITIVE AGREEMENT. The parties would attempt to
negotiate the terms and conditions of a definitive Merger Agreement within
thirty days following the date of this Proposal. The Merger Agreement would
contain customary representations and warranties (which would expire at closing)
and would contain standard conditions to closing, including the absence of a
material adverse change of either party, registration of the shares of stock of
Premier to be issued in connection with the Merger, the approval of at least 75%
of OIS' shareholders (including at least the holders of a majority of OIS shares
other than those held by Premier), and OIS' obtaining of a fairness opinion with
respect to the proposed transaction.

                  iv. NON-BINDING. This proposal is nonbinding. A binding
agreement would occur only upon the signing of a definitive agreement by Premier
and OIS.