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):

~~January~~March 115, 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 51.0201 ~~DEPARTURE~~ENTRY OFINTO ~~DIRECTORS~~A ORMATERIAL ~~PRINCIPAL~~DEFINITIVE ~~OFFICERS;~~AGREEMENT. ~~ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS~~

~~Effective~~On ~~January~~March 115, 2006, Optical Sensors Incorporated d/b/a väsamed (the ~~Board~~“Company”) ofexecuted ~~Directors~~a ofJoinder ~~Optical~~Agreement ~~Sensors~~to Stock Purchase Agreement with Hayden R. ~~Incorporated,~~Fleming dand LaDonna M.~~b.a.~~ ~~väsamed~~Fleming Revocable Trust, ~~promoted~~an ~~Victor~~affiliate ~~Kimball~~of toCircle ~~Chief~~F ~~Operating~~Ventures, ~~Officer~~LLC, for the conversion of cash advances in the ~~company~~amount of $350,000 into 3,889 shares of the Company’s Series C preferred stock, par value $0.01 per share, which are convertible into 155,560 shares of Common Stock. As ~~Chief~~agent ~~Operating~~for ~~Officer~~this transaction, MrFleming Securities, Inc. ~~Kimball~~ ~~will~~received bea ~~responsible~~warrant ~~for~~to ~~management~~purchase 15,556 shares of ~~all~~Common ~~operations~~Stock at an exercise price of ~~the~~$2.70 ~~business~~per ~~and~~common ~~will~~share. ~~report~~The toform ~~Paulita~~of Joinder Agreement ~~LaPlante,~~was previously filed as Exhibit 10.1 to the ~~company~~Company’s ~~Chief~~Current ~~Executive~~Report ~~Officer~~on Form 8-K filed June 21, 2005.

~~Mr.~~Pursuant to a Note and Warrant Purchase Agreement dated March ~~Kimball~~15, ~~age 42~~2006, ~~has~~the ~~been~~Trust purchased a Convertible Promissory Note from the ~~company~~Company in the amount of $100,000 with a detachable 5-year warrant to purchase 10,000 shares of the Company’s ~~Vice~~Common ~~President~~Stock ofat ~~Business~~an ~~Development~~initial ~~and~~exercise price ~~Research~~of ~~since~~$2.25 ~~December~~per ~~2003~~share. ~~From~~The ~~December~~Note ~~1998~~is toconvertible ~~December~~into ~~2003~~1,111 ~~Mr. Kimball~~shares ~~served~~of as the ~~company~~Company’s ~~Vice~~Series C ~~President,~~preferred ~~Strategic~~stock ~~Planning~~at ~~and~~a ~~Product~~price ~~Development~~of $90 per share. ~~From~~ ~~June~~The ~~1997~~shares toof ~~October~~Series C ~~1998~~preferred stock, ~~Mr. Kimball~~in ~~was~~turn, ~~Director~~are convertible into 44,440 shares of ~~Engineering~~Common Stock. ~~and~~As ~~Business~~agent ~~Development~~for ~~and~~this ~~from~~transaction, ~~January~~Fleming ~~1995~~Securities, Inc. received a warrant to ~~June~~purchase ~~1997~~4,444 heshares ~~was~~of ~~Director~~Common Stock at an exercise price of ~~Engineering~~$2.70 ~~From~~per ~~June~~common ~~1992~~share. toThe ~~January~~form ~~1995~~of heNote and Warrant Purchase Agreement was ~~Engineering~~previously ~~Manager~~filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 7, 2006.

~~Mr. Kimball~~As isa ~~not~~result ~~party~~of tothe ~~any~~conversion, ~~arrangement~~the orpurchase ~~understanding~~of ~~with~~the ~~any~~note ~~person~~and warrant ~~pursuant~~and ~~to which~~issuance ~~Mr. Kimball~~of ~~was~~the ~~selected~~warrant, asCircle anF ~~officer;~~Ventures, ~~nor~~LLC isand ~~Mr. Kimball~~its aaffiliates ~~party~~now tobeneficially ~~any~~own ~~transaction~~6,814,537 orshares ~~series~~ of ~~transactions,~~the ~~required~~Company’s tocommon bestock ~~disclosed~~on ~~pursuant~~an toas ~~Item 404(a)~~converted ofbasis ~~Regulation~~representing ~~S-B. Mr. Kimball is not~~ a ~~party to any written employment agreement~~74.6% ~~Mr. Kimball’s~~ownership ~~salary~~interest ~~will~~in ~~be $139,650 for~~ the ~~2006 calendar year~~Company.

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: January 6, 2006	By:	/s/ Paulita M. LaPlante
Dated: March 21, 2006	By:	/s/ Paulita M. LaPlante
		Paulita M. LaPlante
		President and Chief Executive Officer

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