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):

June 1922, 2006

OPTICAL SENSORS INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

0-27600

41-164359

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

7615 Golden Triangle Drive, Suite C

Minneapolis, Minnesota

55344-3733

(Address of Principal Executive Offices)

(Zip Code)

(952) 944-5857

(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 (see General Instruction A.2. below):

¨	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))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

~~Amendment~~Executive toOfficer ~~Agency~~Stock ~~Agreement~~Option Awards.

On ~~February~~ June 622, 2006, Optical Sensors Incorporated’s, d.b.a. väsamed, ~~commenced~~(the ~~a bridge financing~~“Company’s”), ~~pursuant~~Compensation toCommittee ~~which~~of the ~~company~~Board ~~plans~~of toDirectors ~~issue~~granted ~~in a private placement convertible promissory notes in~~ the ~~aggregate~~following ~~principal~~“named ~~amount~~executive officers” of ~~up to $4,500,000 with detachable warrants. In connection with~~ the ~~bridge~~Company ~~financing, the company executed an Agency Agreement with Fleming Securities, Inc.,~~ (as ~~agent.~~defined Onin Regulation ~~June 19,~~S-K ~~2006,~~Item ~~the company executed~~ 402(a)(3)) ~~letter~~non-statutory ~~agreement~~stock ~~with~~options ~~Fleming~~under ~~Securities, Inc. formalizing~~ the ~~extension~~Company’s of2003 ~~the termination~~Stock ofOption ~~the~~Plan ~~offering~~in ~~period for~~ the ~~private~~share ~~placement~~amounts ofprovided ~~the convertible promissory notes under the Agency Agreement from April 6, 2006 to July 31, 2006~~below.

Stock Option Grant and Compensation


Name of Executive Officer:		Shares Underlying Award
Paulita L. LaPlante President and Chief Executive Officer		40,000

Victor Kimball Chief Operating Officer		20,000

Kent R. Winger Vice President, Strategic Planning and Product Development		20,000

OnEach June 21, 2006, the Compensation Committee of the Board of Directors of the company granted Roberta L. Dircks, the company’s Vice President of Finance and Administration and Chief Financial Officer, a non-statutory stock option ~~under the company’s 2003 Stock Option Plan to purchase 40,000 shares of common stock in connection with her recent employment by the company. The option~~ has an exercise price of $2.15 per share, vests, on a cumulative basis, in four installments of 25% on each of the first four anniversaries of the option grant date, ~~and~~ has a term of ten years. ~~The~~and ~~option~~ is subject to the terms of the 2003 Stock Option Plan. ~~In addition, Ms. Dircks will also receive an annual salary of $120,000.~~

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

~~Effective June 21,~~Resignation ~~2006, the Board~~ of ~~Directors of the company appointed Roberta L. Dircks as Vice President of Finance and Administration and~~ Chief ~~Financial Officer of the company. Ms. Dircks replaces Victor Kimball, the company’s acting Chief Financial Officer. Mr. Kimball will remain in his position as Chief~~ Operating Officer ~~of the company.~~

~~Ms.~~On June ~~Dircks~~26, ~~age~~2006, 61the Company received notice that Victor Kimball, ~~had~~the ~~previously~~Company’s Chief ~~served~~Operating asOfficer, ~~the~~has ~~Executive~~decided ~~Vice~~to ~~President~~leave ~~and~~his position to pursue other business opportunities. Mr. Kimball will step down as Chief ~~Financial~~Operating Officer ofon ~~Performark~~or about July 21, ~~Inc~~2006., aThe ~~customer~~Company ~~relationship~~does ~~management~~not ~~services~~have ~~company,~~any ~~from~~present ~~September~~plans ~~1998~~ to ~~May~~fill ~~2006.~~the position.

Ms. Dircks is not party to any arrangement or understanding with any person pursuant to which Ms. Dircks was selected as an officer; nor is Ms. Dircks a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-B. Ms. Dircks is not a party to any written employment agreement. Ms. Dircks’ annual salary will be $120,000. In addition, Ms. Dircks received an initial stock option grant to purchase 40,000 shares of common stock as described above.

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.

	OPTICAL SENSORS INCORPORATED
Dated: June 23, 2006	By:	/s/ Paulita M. LaPlante
Dated: June 28, 2006	By:	/s/ Paulita M. LaPlante
		Paulita M. LaPlante
		President and Chief Executive Officer

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