UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

~~December~~March 1416, ~~2005~~2006

OFFSHORE SYSTEMS INTERNATIONAL LTD.

(Translation of registrant’s name into English)

107-930 West 1^st Street.
North Vancouver, BC V7P 3N4, Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

MATERIAL CHANGE REPORT

Filed pursuant to:

s. 85 of the Securities Act (British Columbia)
s. 118 of the Securities Act (Alberta)
S. 75 of the Securities Act (Ontario)

Item 1:		Reporting Issuer OFFSHORE SYSTEMS INTERNATIONAL LTD. #107 – 930 West 1st Street North Vancouver, B.C. V7P 3N4 Telephone: (604) 904-4600
		OFFSHORE SYSTEMS INTERNATIONAL LTD. #107 – 930 West 1st Street North Vancouver, B.C. V7P 3N4 Telephone: (604) 904-4600
Item 2:		Date of Material Change
		December 14, 2005
		March 16, 2006
Item 3:		Press Release
		A press release was issued on December 14, 2005, via CCNMatthews. A true copy of the press release is attached.
		A press release was issued on March 16, 2006 via CCNMatthews. A true copy of the press release is attached.
Item 4:		Summary of Material Change
		Offshore Systems International Ltd. announced that it has completed the acquisition of CHI Systems Inc. (“CHI”) for approximately US$9.0 million for all of the outstanding shares of CHI.
		Offshore Systems International Ltd. (TSX: OSI; OTCBB: OFSYF) (OSI) today announced the appointments of Joseph A. Stroud, and Donald W. Young to its board of directors. Both directors have also accepted appointments to the board’s audit committee.
Item 5:		Full Description of Material Change
		See attached Schedule “A” Press Release dated December 14, 2005
		See attached Schedule “A” Press Release dated March 16, 2006
Item 6:		Reliance on Section 85(2) of the Securities Act (British Columbia), Section 118(2) of the Securities Act (Alberta) and Section 75(3) of the Securities Act (Ontario)
		Not Applicable
Item 7:		Omitted Information
		Not Applicable

Item 7:		Omitted Information
		Not Applicable
Item 8:		Senior Officer
		Mr. Ken Kirkpatrick Chief Executive Officer 107 – 930 West 1st Street North Vancouver, B.C. V7P 3N4 Telephone: (604) 904-4612
Item 9:		Statement of Senior Officer
		The foregoing accurately discloses the material change referred to herein.

DATED this ~~14th~~16th day of ~~December~~March ~~2005~~2006

“"Ken Kirkpatrick”" (Signature) Ken Kirkpatrick (Name) Chief Executive Officer (Position) North Vancouver, B.C. (Place of Declaration)


		Press Release Offshore Systems International Ltd. TSX:OSI I OTCBB:OFSYF

For Immediate Release

Exhibit ‘A’

OSI ~~completes~~Strengthens ~~acquisition~~Board of ~~U.S.-based~~Directors: ~~CHI~~Appoints ~~Systems~~Former ~~Inc.~~Defense and Marine Industry Executive, aJoseph ~~key~~A. ~~technology~~Stroud, ~~supplier~~and toRetired ~~the~~KPMG ~~U.S.~~Partner, ~~Department~~Donald ofW. ~~Defense~~Young

Vancouver, Canada, ~~December~~March 1416, ~~2005~~2006 — Offshore Systems International Ltd. (TSX: OSI; OTCBB: OFSYF) is(OSI) today ~~pleased~~announced ~~to announce that it has completed~~ the ~~acquisition~~appointments of ~~CHI~~Joseph ~~Systems Inc~~A. ~~(“CHI”). Founded in 1985~~Stroud, ~~CHI~~partner isof aGeneral ~~privately-owned~~Management Partners ~~research,~~LLC ~~development,~~ and ~~engineering~~former ~~company~~executive ~~with approximately~~VP ~~70 employees, supplying advanced technology~~ and ~~services~~CFO ~~that~~of ~~improve~~Sperry ~~the~~Marine ~~work performance~~Inc., ~~mission success,~~ and ~~cost~~Donald ~~effectiveness of its clients~~W. InYoung, ~~2004 CHI reported unaudited~~retired ~~revenue~~audit ofpartner ~~approximately US$12 million. Key customers~~ of ~~CHI~~KPMG ~~include the U.S. Army~~LLP, ~~Navy,~~to ~~Air~~its ~~Force and~~board ~~Marine~~of ~~Corp~~directors.; ~~Defense~~Both ~~Advanced~~directors ~~Research~~have ~~Projects~~also ~~Agency~~accepted appointments ~~(DARPA);~~to ~~Northrop~~the ~~Grumman;~~board’s ~~General Dynamics;~~audit ~~and BAE Systems~~committee.

~~Under~~“Mr. Stroud ~~the~~and ~~terms~~Mr. Young ofbring ~~the~~substantial ~~agreement~~depth ~~OSI~~to ~~paid~~our ~~approximately~~board ~~US$9.0 million~~of ~~for~~directors,” ~~all~~said Raymond Johnston, chair of the ~~outstanding shares~~OSI ofboard ~~CHI,~~ of ~~which~~directors. ~~approximately US$8~~“Mr.1 ~~million~~Young’s ~~was~~extensive ~~paid~~background in ~~cash~~finance ~~from~~and corporate ~~treasury~~governance, ~~with~~and ~~the balance~~Mr. Stroud’s ~~paid~~20-plus byyears ~~the issuance~~ of ~~1,067,975~~experience ~~OSI~~as ~~common~~a ~~shares.~~financial ~~OSI~~executive ~~first announced a non-binding~~will ~~letter~~not ofonly ~~intent~~benefit tothe ~~acquire~~entire ~~CHI~~board, onbut ~~July 11,~~will ~~2005,~~also ~~followed~~serve byto ~~its~~strengthen ~~November 8,~~the ~~2005~~audit ~~press~~committee. ~~release~~We ~~announcing~~welcome ~~the~~these ~~signing~~strong ofnew aadditions ~~formal~~to ~~agreement~~our board.”

~~“The~~Ken ~~completion~~Kirkpatrick, president and CEO of ~~today~~OSI, said, “Mr. Stroud’s ~~acquisition~~impressive ~~marks~~operational anbackground ~~important milestone~~ in the ~~our~~defense ~~strategic~~and ~~plan,”~~marine ~~stated Ken~~industry ~~Kirkpatrick,~~will ~~President~~contribute ~~and~~directly ~~CEO~~to ofour ~~OSI.~~goal ~~“With~~to ~~the~~increase ~~addition~~business ofwith ~~CHI,~~the U.S. ~~OSI~~military. ~~has~~We ~~secured~~also aexpect ~~significant corporate~~that ~~presence~~with inhis ~~the~~extensive U.S. ~~market~~capital markets and merger and acquisitions experience, ~~gained~~he awill ~~complementary~~lend ~~product~~strong ~~and~~support ~~customer~~to ~~base~~our ~~within~~growth ~~the broad~~strategy. UMr.S. Young ~~defense~~brings ~~community~~to our board, ~~and~~expertise ~~expanded~~in ~~its~~the ~~critical~~increasingly ~~mass~~complex toregulatory ~~pursue~~environment ~~much~~surrounding ~~larger-scale~~financial ~~contracts~~reporting.”

~~CHI~~Mr. Stroud ~~has~~is ~~grown~~a ~~steadily~~partner ~~over~~of ~~the~~General ~~last~~Management ~~five~~Partners ~~years~~LLC which provides business consulting to the marine industry and ~~has~~a consultant for J.F. Lehman Equity Investors I, LP, a ~~record~~partnership offocusing on ~~profitability~~aerospace, ~~throughout~~marine ~~its~~and defense corporate mergers, acquisitions, and restructurings. At J.F. ~~history~~Lehman, Mr. Stroud ~~The~~has ~~acquisition~~assumed iskey ~~expected~~operational toand befinancial ~~immediately~~positions ~~accretive~~in tothe ~~OSI~~firm’s ~~earnings~~portfolio of companies. He has also held a number of executive positions in the defense industry, including serving as executive VP and ~~will~~CFO of Sperry Marine Inc., which supplies automated marine navigation ~~contribute~~systems to the ~~consolidated~~naval ~~financial~~and ~~results~~commercial maritime market. Mr. Stroud also served as VP of ~~OSI~~finance ~~beginning~~and administration infor ~~the~~Astra ~~2006~~Holdings ~~fiscal~~Corp. ~~first~~and ~~quarter~~as VP of finance and business operations for General ~~ending~~Defense ~~February~~Corporation. Mr. 28Stroud holds a MBA from the University of Richmond and a BA in Economics from Stonybrook University in New York.

3Mr. Young retired as a partner of KPMG LLP in 2005 after nearly 30 years of service. As a senior audit partner at KPMG, he was responsible for financial audits of a wide range of companies in many industries, including industrial and engineering companies. In addition to his

~~“We~~Press foresee excellent future growth opportunities as a combined entity. Both companies are broadly focused on command and control applications — CHI in the land domain and OSI in the marine,” continued Mr. Kirkpatrick. “This acquisition will not only enable us to cross-sell products and services internationally to existing customers but also to leverage the technical expertise of both companies to develop products that capitalize on a growing number of new opportunities in the global defense industry.” Release

~~CHI~~financial ~~will~~audit ~~retain~~responsibilities ~~its~~at ~~current~~KPMG, Ufrom 1987 to 2005 Mr.S Young undertook benchmarking, performance measurement, and operational audit assignments.~~-based~~ ~~management~~From ~~operating~~1995 asto an1999, ~~independent~~he ~~subsidiary~~divided his time between the audit division and the management consulting division of ~~OSI~~KPMG, atleading a variety of ~~its~~organizational ~~headquarters~~and ineffectiveness ~~Philadelphia,~~assignments. PAMr. Young ~~With~~is ~~the~~a ~~addition~~fellow of ~~CHI,~~the ~~OSI~~BC ~~will~~Institute ~~have~~of Chartered anAccountants ~~employee~~and ~~base~~a member of ~~approximately~~ ~~160,~~the ~~with~~Institute ~~offices~~of inInternal ~~Orlando,~~Auditors ~~FL;~~and ~~Philadelphia;~~the ~~Salt~~Canadian Comprehensive ~~Lake~~Auditing ~~City~~Foundation (CCAF), ~~UT;~~an ~~San~~organization ~~Diego,~~for ~~CA;~~the advancement of good governance and ~~Vancouver, Canada~~management.

About CHI Systems Inc.

CHI Systems Inc. is a research, development and engineering company that provides interactive computer applications and technology to the defense and aerospace industry. It specializes in providing solutions that make advanced technologies more usable, intuitive and effective for individuals and organizations. Areas of focus include advanced simulation-based training systems, command and control applications, software systems engineering, and mobile/wireless applications. Visit www.chisystems.com for the latest company updates.

About OSI

Offshore Systems International Ltd. (OSI) ~~makes~~is ~~geographic-intelligence~~the ~~software,~~world’s ~~systems~~leading developer and ~~data products~~supplier ~~mainly~~of ~~for~~military navigation ~~large~~systems. ~~government~~Focused ~~and~~on ~~civilian~~the ~~customers.~~commercial, ~~The~~defense, ~~company~~and ~~has~~homeland ~~three~~security ~~business~~markets, ~~units:~~ OSI ~~Navigation~~delivers advanced ~~Systems~~systems ~~(moving~~and ~~map~~software ~~display~~to ~~systems~~address ~~and~~the ~~software~~growing need for ~~naval~~enhanced ~~surface~~situational ~~ships~~awareness ~~and~~in ~~submarines);~~command, ~~OSI~~control, ~~Applications~~and ~~(network-based~~intelligence ~~map~~applications. ~~and~~By ~~target~~providing ~~display~~essential ~~software~~tactical and ~~services for~~geospatial ~~national~~information, ~~defence)~~the ~~and~~company’s ~~Mapcon~~systems ~~Mapping~~and ~~(land~~software ~~mapping~~help ~~and~~decision-makers ~~marine~~know ~~chart~~the ~~production~~precise ~~services~~location ~~for~~of ~~civilian~~mission ~~and~~operations across all military ~~customers)~~forces while integrating information with allies. OSI’s systems ~~common~~are ~~shares~~in ~~are~~use ~~listed~~by military, government, and commercial customers around the world. The company is publicly traded on the Toronto Stock Exchange ~~(TSX:~~ (OSI) and the ~~OTC~~Over the Counter Bulletin Board (~~OTCBB:~~ OFSYF). ~~Visit~~For ~~OSI’s~~additional ~~website~~information atplease visit www.osil.com ~~for the latest company updates~~.

Forward-Looking Statements:

This news release contains items that constitute forward-looking statements within the meaning of securities laws including Section 27a of the Securities Act of 1933, as amended, and Section 21e of the Securities Exchange Act of 1934, as amended. These statements are made under the ‘safe ~~harbour~~harbor’ provisions of the Private Securities Litigation Reform Act of 1995 and, as such, involve known and unknown risks and uncertainties and other factors that may cause the actual results to be materially different from the results implied herein. Offshore Systems International can give no assurances that its representations will be achieved or that it will update them at any time in the future.

For more information: Tracy Rawa Manager, Investor Relations (604) -904-4627 or 1-888-880-9797 (604) -987 -2555 (FAX) IR@osl.com ~~www.osil.com~~

Offshore Systems International Ltd.
107 – 930 West 1st Street
North Vancouver, BC Canada V7P 3N4

TEL 604 904 4600 I FAX 604 987 2555
www.osil.com

SIGNATURE

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, thereunto duly authorized.

By: “" Ken Kirkpatrick”" Title: President & CEO

Date: ~~December~~ March 1416, ~~2005~~2006

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