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

FORM 10-QSB

Commission file number: 0-26056

IMAGE SENSING SYSTEMS, INC.
(Exact name of small business issuer as specified in its charter)

500 SPRUCE TREE CENTRE
1600 UNIVERSITY AVE. W.
ST. PAUL, MN 55104-3825
(Address of principal executive offices)

(651) 603-7700
(Issuer’s telephone number)

Not Applicable
------------------------------------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes [X] No [  ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practical date: Common Stock, $.01 par value, 3,437,032 shares as of July 19, 2004.

Transitional Small Business Disclosure Format: Yes [  ] No [X]

IMAGE SENSING SYSTEMS, INC.

TABLE OF CONTENTS

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

IMAGE SENSING SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

Note: The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

See accompanying notes

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IMAGE SENSING SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

See accompanying notes

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IMAGE SENSING SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

See accompanying notes

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IMAGE SENSING SYSTEMS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 2004

Note A: Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. For further information, refer to the financial statements and accompanying footnotes in our Form 10-KSB for the fiscal year ended December 31, 2003.

Note B: Earnings Per Share

The following table sets forth the computations of basic and diluted earnings per share for the three- and six-month periods ended June 30, 2004 and 2003 (dollars and share amounts in thousands):

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Note C: Stock Options

Stock options issued to employees are accounted for under the intrinsic value method. Accordingly, stock-based employee compensation cost is reflected in net income, as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and net income per share if we had applied the fair value method of accounting for stock options (dollars in thousands):

The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used: zero dividend yield; expected volatility of 137%; risk-free interest rate of 4.25% and expected life of 10 years for all years presented.

Item 2.          Management’s Discussion and Analysis of Financial Condition and
                      Results of Operations

Overview:

We have developed proprietary machine vision technology that converts real world information into digital electronic signals for processing by computer and have applied it to traffic management problems. Our technology uses standard video and computer equipment, combined with proprietary technology, including complex detection algorithms, computer software, special

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purpose hardware, and a Microsoft Windows®-based graphical user interface that enables standard video cameras to work with the Autoscope system.

Autoscope systems are sold to distributors and end users of traffic management products in North America and Latin America by Econolite Control Products, Inc., (Econolite), our distribution partner in those locations. We also sell Autoscope products to distributors and end users in Europe and Asia through our exclusive representative agents in Europe and our Hong Kong subsidiary, Flow Traffic Ltd., respectively. The Autoscope system is used by traffic managers primarily to improve the flow of vehicle traffic and to enhance safety at intersections, main thoroughfares, freeways and tunnels. The majority of our North American revenue is derived from royalties received from Econolite. A second primary source of revenue is produced from direct product sales in Europe and Asia. End users of the Autoscope system throughout the world are generally funded by government agencies responsible for traffic management and/or traffic law enforcement.

Our success is primarily dependent upon (i) continued governmental funding of “Intelligent Transportation Systems”, such as machine vision for traffic control; (ii) our ability, through Econolite and our sales representatives in Europe and Asia, to successfully market the Autoscope System to individual traffic managers; and (iii) our ability to develop new machine vision products and applications that enhance traffic managers’ ability to cost effectively improve traffic flow and safety.

Results of Operations: (Comparison of three- and six-month periods ended June 30, 2004 and 2003)

The following table sets forth for the periods indicated, (i) certain statements of income data as a percent of total revenue and (ii) gross profit on product sales and royalties as a percentage of product sales and royalties, respectively, shown in italics:

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Revenues for the second quarter of 2004 were $3,428,000, up 32.0% from $2,597,000 for the same period a year ago. The increase in revenues for the second quarter was due primarily to a 41.2% increase in product sales over the comparable period in 2003 and a 25.7% increase in royalty income. The increase in product sales was due primarily to several large product orders shipped to customers in Asia and Europe in the second quarter of 2004. Royalty income for the second quarter of 2004 increased over the comparable period in 2003 reflecting Econolite’s increase in sales of products using our technology.

Revenues for the six-month period ended June 30, 2004, were $5,501,000, an increase of 32.5% from $4,153,000 a year ago. Revenue from product sales and royalties increased 58.6% and 18.5%, respectively, over the comparable six-month period of 2003. The increases resulted primarily from further acceptance of our products in both the European and Asian markets and increases in domestic sales by Econolite.

Gross profits for the second quarter of 2004 were $2,564,000, or 74.8% of revenue, compared to $2,107,000, or 81.1% of revenue, for the same period a year ago. Gross profits for the six-month period ended June 30, 2004 were $4,164,000, or 75.7% of revenue, compared to $3,406,000 or 82.0% of revenue a year ago. The increases in gross profit in 2004 are due to increased revenue both from product sales and royalty income. The decreases in gross profit margins for both the second quarter and first half of 2004 were due primarily to the increased mix of product sales as a percentage of total revenue, with product sales having lower margins than royalty income. Gross profit margins on product sales decreased to 47.4% in the second quarter of 2004 compared to 60.6% for the comparable quarter in 2003. Gross profit margins on product sales for the first half of 2004 also decreased to 48.3% from 57.6% for the comparable period in 2003. The reduced margins for both the second quarter and first half of 2004 result primarily from unusually large sales of certain products which compliment our technology but carry lower margins. Margins on our primary products have not changed significantly in 2004, and we do not expect that our cost of product sales relative to product sales or royalty costs relative to royalty income will change appreciably during the balance of 2004.

Operating expenses were $1,126,000, or 32.8% of revenue, for the second quarter of 2004 compared to $1,033,000, or 39.8% of revenue, for the same period a year ago. For the first half of 2004, operating expenses were $2,262,000, or 41.1% of revenue, compared to $2,009,000, or 48.4% of revenue, for the first half of 2003. The increases in operating expenses are due primarily to the hiring of technical staff for research and development projects in the fourth quarter of 2003. Other increases in operating expenses relate primarily to additional sales and marketing initiatives in 2004 over 2003. Operating expenses as a percent of revenue decreased in the second quarter and first half of 2004 compared to 2003, an indication that our operating expenses tend to be fixed and are not rising in relation to revenues. We expect that our operating expenses will increase marginally during the remainder of 2004 to cover additional sales and product support hires in Europe and Asia and technical staff in the United States.

Income from operations in the second quarter of 2004 was $1,438,000, or 41.9% of revenue, compared to $1,074,000, or 41.4% of revenue, in the comparable quarter in 2003, an increase of 33.9%. Income from operations for the first half of 2004 was $1,902,000, or 34.6% of revenue, compared to $1,397,000, or 33.6% of revenue, in the comparable quarter in 2003, an increase of

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36.1%. The increases in income from operations for both the second quarter and first half of 2004 over the comparable periods in 2003 resulted primarily from revenue growing at a higher rate (32% for both periods) than operating expenses (9% and 13%, respectively).

Income taxes were $470,000, or 32.4% of pretax income, in the second quarter of 2004, compared to $244,000, or 22.8% of pretax income, in the comparable quarter of 2003, while income taxes were $627,000, or 32.6% of pretax income, in the first half of 2004, compared to $319,000, or 22.8% of pretax income in the comparable period of 2003. The increase in income taxes was due primarily to having more taxable income in 2004 and less benefit from utilization of tax loss and tax credit carryforwards than the previous year. We expect income taxes to remain at approximately 33% of pretax income for the remainder of the year.

Net income was $979,000, or 28.6% of revenue, in the second quarter of 2004, an 18.4% increase compared to $827,000, or 31.8% of revenue, in the comparable quarter of 2003. Net income was $1,299,000, or 23.6% of revenue, in the first half of 2004, a 20.5% increase compared to $1,078,000, or 26.0% of revenue in the comparable period in 2003. The change in net income is due to the factors discussed above. The decrease in net income as a percent of revenue is due primarily to the higher effective tax rate in 2004, as discussed above.

Liquidity and Capital Resources:

At June 30, 2004, we had $5,767,000 in cash and cash equivalents, compared to $5,384,000 at December 31, 2003. We had working capital of $7,929,000, and a ratio of current assets to current liabilities of 6.3 to 1 at June 30, 2004, compared to $6,105,000 and 4.8 to 1, respectively, at the end of 2003.

Net cash provided by operating activities was $1,228,000 in the first half of 2004, compared to $1,038,000 in the comparable period of 2003. We reduced cash and cash equivalents by investing $1.2 million in a Federal Home Loan Board bond in order to increase our interest income. The bond is callable on September 30, 2004 and matures in March 2007. Proceeds of $415,000 from stock option exercises were the only other significant source of cash in 2004.

We have a credit agreement that provides up to $1,000,000 in short-term borrowings at .5% over the prime rate (effective rate of 4.5% at June 30, 2004). Substantially all assets are pledged as collateral on the borrowings. The credit agreement further includes a covenant that restricts payment of a cash dividend if an event of default has occurred or would occur as a result of paying a dividend. We had no outstanding borrowings under the credit agreement in 2004 or 2003.

We believe that cash and cash equivalents on hand at June 30, 2004, our $1,000,000 line of credit and cash provided by operating activities will satisfy our projected working capital needs, investing activities and other cash requirements in the foreseeable future.

Off-Balance Sheet Arrangements:

We have no off-balance sheet arrangements.

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Critical Accounting Policies:

Our critical accounting policies are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003. The accounting policies used in preparing our interim 2004 consolidated condensed financial statements are the same as those described in our Annual Report.

Cautionary Statement:

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Quarterly Report on Form 10-QSB 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 of 1934, as amended. Forward-looking statements represent our expectations or beliefs concerning future events and can be identified by the use of forward-looking words such as “believes,” “may,” “will,” “should,” “intends,” “plans,” “estimates,” or “anticipates” or other comparable terminology. Forward-looking statements are subject to risks and uncertainties that may cause the Company’s actual results to differ materially from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to:

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We caution that the forward-looking statements made in this report or in other announcements made by the Company are further qualified by the risk factors set forth in Item 1 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003.

Item 3.     Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in timely alerting them to the material information relating to us (or our consolidated subsidiary) required to be included in the reports we file or submit under the Exchange Act.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II: OTHER INFORMATION

Item 4.     Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Shareholders on May 19, 2004, in St. Paul, Minnesota. The Company solicited proxies and filed its definitive proxy statement with the Securities and Exchange Commission pursuant to Regulation 14A under the Exchange Act. The only matter voted on at the meeting was the election of directors.

Item 6.     Exhibits and Reports on Form 8-K

                   (a)   Exhibits

The following exhibits are filed as part of this Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2004.

                   (b)     Reports on Form 8-K

On April 22, 2004, we furnished a Current Report on Form 8-K announcing earnings for the quarter ended March 31, 2004 and attaching a press release dated April, 21, 2004 related thereto.

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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EXHIBIT INDEX TO FORM 10-QSB

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