UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________

FORM 8-K
______________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 24, 2012

______________

OSI SYSTEMS, INC.
(EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER)
______________

(310) 978-0516
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

N/A
 (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On January 24, 2012, we issued a press release announcing our financial results for the second quarter ended December 31, 2011. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety by this reference.

We are furnishing the information contained in this Item 2.02 (including Exhibit 99.1). It shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

---

EXHIBIT INDEX

Exhibit 99.1

OSI Systems Reports Second Quarter Fiscal 2012 Financial Results

• Record Q2 Revenue - 11% increase over prior year
• Record Q2 Earnings Per Share - 30% increase over prior year
• Security Division wins $400 million turnkey agreement after quarter end
• Company raises FY 2012 Revenue guidance to $750 - $770 million (14% - 17% growth)
• Company raises FY 2012 Earnings guidance to $2.30 - $2.42 per share (25% - 32% growth)

HAWTHORNE, Calif.--(BUSINESS WIRE)--January 24, 2012--OSI Systems, Inc. (NASDAQ: OSIS-E), a vertically integrated provider of solutions in Security, Healthcare, and specialized electronics, today announced financial results for the second quarter ended December 31, 2011.

Deepak Chopra, OSI Systems’ Chairman and CEO, stated, “We are very pleased to announce outstanding financial results for our second quarter. Our success was evident throughout all of OSI as each of our divisions reported both sales and earnings growth leading to record sales and earnings in our second quarter. In addition to the impressive financial performance during the quarter, perhaps our bigger news is the $400 million, six-year security agreement with the Servicio de Administración Tributaria (“SAT”), Mexico’s tax and customs authority, awarded shortly after the quarter ended. This turnkey screening services agreement will have a profound impact on our business and our ability to enhance shareholder value.”

The Company reported revenues of $188 million for the second quarter of fiscal 2012, an increase of 11% as compared to the same period a year ago. Net income for the second quarter of fiscal 2012 was $12.3 million, or $0.61 per diluted share, compared to net income of $9.2 million, or $0.47 per diluted share, for the second quarter of fiscal 2011.

For the six months ended December 31, 2011, the Company reported revenues of $349.3 million, an increase of 17% as compared to the same period a year ago. Net income for the six months ended December 31, 2011 was $17.1 million, or $0.85 per diluted share, compared to net income of $12.6 million, or $0.65 per diluted share, for the six months ended December 31, 2010.

As of December 31, 2011, the Company’s backlog was $377 million compared to $304 million as of June 30, 2011, an increase of 24%.

Mr. Chopra continued, “During the second quarter our Security division continued to see excellent growth as revenues increased 16% to a record $89 million. The Security division has now had growth of at least 15% in four of the past five quarters. Our strong backlog at quarter end, which does not include the $400 million turnkey award, and a robust opportunity pipeline, provide excellent visibility into continued strong performance in this division.”

Mr. Chopra added, “Our Healthcare division generated record profits during the quarter as operating income increased 47% on revenue growth of 6%. We saw an improved U.S. market with a positive response to our recent new product offerings. This growth in our most profitable region coupled with the impact of our cost reduction initiatives implemented over the past several years led to second quarter operating income of $8.3 million and an operating margin of 14%, both of which are records for our Healthcare division. In addition, newly established long-term contracts with major healthcare Group Purchasing Organizations (GPO’s) are expected to contribute to continued growth in the U.S. market.”

Alan Edrick, OSI System’s Executive Vice President and CFO, stated, “Our second quarter results continue the strong momentum demonstrated consistently over the past few years. The significant increase in profit in our Healthcare division highlights the substantial leverage of this business. In addition, we are very excited by the prospects of the Mexico turnkey screening solutions award which is expected to provide a substantial recurring revenue and profit stream to OSI.”

Fiscal Year 2012 Outlook

Subject to the risk factors detailed in the Safe Harbor section of this press release, the Company is raising its annual revenue guidance from $740 million - $760 million to a range of $750 million - $770 million. In addition, the Company is raising its fiscal 2012 earnings guidance and expects earnings per diluted share to increase at a rate of 25% - 32% to a range of $2.30 to $2.42, excluding the impact of restructuring and other non-recurring charges. In addition, the impact of the security agreement with SAT is not considered in the Company’s guidance pending further clarity on expected timing.

Conference Call Information

OSI Systems, Inc. will host a conference call and simultaneous webcast over the Internet beginning at 9:00am PT (12:00pm ET), today to discuss its results for the second quarter of fiscal 2012. To listen, please log on to osi-systems.com and follow the link that will be posted on the front page. A replay of the webcast will be available shortly after the conclusion of the conference call at 12:00pm PT (3:00pm ET) until February 6, 2012. The replay can either be accessed through the Company’s website, www.osi-systems.com, or via telephonic replay by calling 1-888-286-8010 and entering the conference call identification number ‘42408250’ when prompted for the replay code.

About OSI Systems, Inc.

OSI Systems, Inc. is a vertically integrated designer and manufacturer of specialized electronic systems and components for critical applications. The Company sells its products in diversified markets, including homeland security, healthcare, defense and aerospace. The Company has more than 30 years of experience in electronics engineering and manufacturing and maintains offices and production facilities located in more than a dozen countries. It implements a strategy of expansion by leveraging its electronics and contract manufacturing capabilities into selective end product markets through organic growth and acquisitions. For more information on OSI Systems Inc. or any of its subsidiary companies, visit www.osi-systems.com.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include information regarding the Company’s expectations, goals or intentions about the future, including, the Company’s predictions about future sales and earnings. The actual results may differ materially from those described in or implied by any forward-looking statement. In particular, there can be no assurance that the Company will continue to generate cash or that strong sales by its Security division will continue to occur in the future. Other important factors are set forth in our Securities and Exchange Commission filings. All forward-looking statements speak only as of the date made, and we undertake no obligation to update these forward-looking statements.

CONTACT:
OSI Systems, Inc.
Ajay Vashishat
Vice President, Business Development
310-349-2237
avashishat@osi-systems.com