Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GOOD STEVEN C
  2. Issuer Name and Ticker or Trading Symbol
OSI SYSTEMS INC [OSIS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
12525 CHADRON AVE
3. Date of Earliest Transaction (Month/Day/Year)
01/22/2008
(Street)

HAWTHORNE, CA 90250
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock $ 14.5 01/22/2008   A   4,241   01/22/2008(1) 10/25/2009 Common Stock 4,241 $ 14.5 89,241 D  
Option to Purchase Common Stock $ 25.91 01/22/2008   A   2,115   07/11/2008(2) 07/10/2010 Common Stock 2,115 $ 25.91 91,356 D  
Option to Purchase Common Stock $ 32.9 01/22/2008   A   3,477   12/16/2008(3) 12/15/2010 Common Stock 3,477 $ 32.9 94,833 D  
Option to Purchase Common Stock $ 26.81 01/22/2008   A   3,507   11/22/2009(4) 11/21/2011 Common Stock 3,507 $ 26.81 98,340 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOOD STEVEN C
12525 CHADRON AVE
HAWTHORNE, CA 90250
  X      

Signatures

 /s/ Steven Good   01/22/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This option results from the conversion of a stock option to purchase Spacelabs Healthcare, Inc. common stock that was orignally granted to the reporting person in 2004. Spacelabs Healthcare, Inc. stock options have been converted to options in the issuer's stock in conjunction with Issuer's acquisition of 100% of the issued and outstanding shares of Spacelabs Healthcare, Inc. This option is currently fully vested.
(2) This option results from the conversion of a stock option to purchase Spacelabs Healthcare, Inc. common stock that was orignally granted to the reporting person in 2005. This option is currently vested as to 50% of the underlying shares. This option will be vested as to 100% of the underlying shares on July 11, 2008.
(3) This option results from the conversion of a stock option to purchase Spacelabs Healthcare, Inc. common stock that was orignally granted to the reporting person in 2005. This option is currently vested as to 50% of the underlying shares. This option will be vested as to 100% of the underlying shares on December 16, 2008.
(4) This option results from the conversion of a stock option to purchase Spacelabs Healthcare, Inc. common stock that was orignally granted to the reporting person in 2006. This option is currently vested as to 25% of the underlying shares. This option will be vested as to 50% of the underlying shares on November 22, 2008, and will be vested as to 100% of the underlying shares on November 22, 2009.

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