Mail Stop 6010


      January 24, 2006


Mr. Anuj Wadhawan
Chief Financial Officer
OSI Systems, Inc.
12525 Chadron Avenue
Hawthorne, CA 90250

      Re:	OSI Systems, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2005
Form 10-Q for the Fiscal Quarter Ended September 30, 2005
		File No. 000-23125

Dear Mr. Wadhawan:

      We have reviewed your filings and your response dated
November
11, 2005 and have the following comments.  We have limited our
review
to matters related to the issues raised in our comments.  Where
indicated, we think you should revise your future filings in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is 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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-Q for the Fiscal Quarter Ended September 30, 2005

Consolidated Statements of Operations, page 4

1. We note that you have presented the total amount of stock-based
compensation included in each income statement line item for 2005
in
a footnote at the bottom of your statements of operations.  If you
elect to present this information in future filings, please revise
to
include the information in a parenthetical note to the appropriate
income statement line items, on the cash flow statement, in the
footnotes to the financial statements, or within MD&A.  We refer
you
to SAB Topic 14.F.

Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 22

2. Revise your MD&A discussion in future filings to include
disclosure of the differences between the accounting for share-
based
payment arrangements before and after the adoption of SFAS 123(R).
We refer you to SAB Topic 14.M. for specific disclosures required.

Response Letter filed November 14, 2005

3. We note that you filed a statement of acknowledgement in
response
to our comment letter dated October 28, 2005; however, the
acknowledgement does not appear to have been signed.  Please
resubmit
your statement of acknowledgement to include an appropriate
signature
with your responses to our comments above.

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

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  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 filing;

* staff comments or changes to disclosure in response to staff
comments 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 Tom Dyer, Staff Accountant, at (202) 551-3641
or
me at (202) 551-3327 if you have questions.  In this regard, do
not
hesitate to call Martin James, the Senior Assistant Chief
Accountant,
at (202) 551-3671.


      Sincerely,


      Michele Gohlke
      Branch Chief
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Mr. Anuj Wadhawan
OSI Systems, Inc.
January 24, 2006
Page 1