Notification of Late Filing

(Check One):


    ¨  Form 10-K


    ¨  Form 20-F

  Washington, D.C. 20549  

    ¨  Form 11-K


    x  Form 10-Q

  FORM 12b-25   SEC FILE NUMBER      0-23125

    ¨  Form D

    CUSIP NUMBER      671044105

    ¨  Form N-SAR


    ¨  Form N-CSR



  For Period Ended: March 31, 2006
  ¨  Transition Report on Form 10-K
  ¨  Transition Report on Form 20-F
  ¨  Transition Report on Form 11-K
  ¨  Transition Report on Form 10-Q
  ¨  Transition Report on Form N-SAR
  For the Transition Period Ended:                                                              


Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A



OSI Systems, Inc.

Full Name of Registrant


Former Name if Applicable

12525 Chadron Avenue

Address of Principal Executive Office (Street and Number)

Hawthorne, California 90250

City, State and Zip Code


PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


  (a)   The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;


  (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.



State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

We concluded that we could not prepare our financial statements required to be included in Form 10-Q for the fiscal quarter ended March 31, 2006 within the time period prescribed for filing such form. We intend to file the Form 10-Q by May 15, 2006.




(1) Name and telephone number of person to contact in regard to this notification


Anuj Wadhawan




(Area Code)



(Telephone Number)


(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).     x  Yes    ¨  No




(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ?    ¨  Yes    x  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.



OSI Systems, Inc.

             (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 1, 2006   By:  

/s/ Anuj Wadhawan

    Anuj Wadhawan,
    Chief Financial Officer