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) ~~July~~December 2620, 2006

INTRALASE CORP.

(Exact name of registrant as specified in its charter)


Delaware	000-50939	38-3380954
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


9701 Jeronimo, Irvine, CA		92618
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (949) 859-5230

Not Applicable

(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))

Item 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~July~~December 2620, 2006, the Defense Logistics Agency awarded to IntraLase Corp. ~~issued~~ a ~~press~~contract ~~release~~for up to ~~report~~$45 ~~its~~million ~~financial~~for ~~results~~IntraLase® FS lasers, procedures, maintenance and support for the ~~quarter~~U.S. ~~ended~~Army, ~~June~~Navy, Air Force, Marine Corps, and Federal civilian agencies. The award establishes a five year indefinite-delivery-quantity contract with the possibility of five additional one year options. On December 3022, 2006, IntraLase Corp. issued a press release announcing the award. The press release is furnished at Exhibit 99.1 and is incorporated herein by reference.

On July 26, 2006, IntraLase Corp. held a conference call with analysts and investors, the transcript of which is furnished at Exhibit 99.2 and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

Exhibit Number		Description
99.1		Press Release dated ~~July~~December 2622, 2006
99.2		Conference Call Transcript for second quarter 2006 IntraLase Corp. Earnings Conference Call held July 26, 2006

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.

				INTRALASE CORP.
				(Registrant)
Date: August 1, 2006				/S/ Shelley B. Thunen
Date: December 27, 2006				/s/ Shelley B. Thunen
				Shelley B. Thunen
				Shelley B. Thunen Executive Vice President & Chief Financial Officer
				Executive Vice President & Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated ~~July~~December 2622, 2006
99.2		Conference Call Transcript for second quarter 2006 IntraLase Corp. Earnings Conference Call held July 26, 2006

Filing Compare · INTRALASE CORP