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):

~~May~~June 2419, 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 to ~~2003~~Agency ~~Stock~~Agreement ~~Option Plan~~

On ~~May~~February 246, 2006, ~~the~~Optical ~~Compensation~~Sensors ~~Committee~~Incorporated, ofd.b.a. ~~the~~väsamed, ~~Board~~commenced ofa ~~Directors~~bridge offinancing, ~~Optical~~pursuant ~~Sensors~~to ~~Incorporated~~which ~~d/b/a väsamed (~~the ~~“Company”)~~company ~~amended~~plans ~~the~~to ~~Company’s~~issue ~~2003~~in ~~Stock~~a ~~Option~~private ~~Plan~~placement ~~(the~~convertible ~~“Plan”)~~promissory bynotes ~~increasing~~in the ~~number~~aggregate principal amount of ~~shares~~up ~~available~~to ~~for~~$4,500,000 with detachable warrants. ~~issuance~~In ~~under~~connection with the ~~Plan~~bridge ~~from~~financing, 1the company executed an Agency Agreement with Fleming Securities,~~050~~ Inc.,~~000~~ toas 1agent. On June 19,~~800~~ 2006,~~000~~ ~~shares~~the ofcompany ~~common~~executed ~~stock~~a letter agreement with Fleming Securities, Inc. ~~All~~formalizing ~~other~~the ~~terms~~extension of the termination ~~Plan~~of ~~remain~~the ~~unchanged~~offering period for the private placement of the convertible promissory notes under the Agency Agreement from April 6, 2006 to July 31, 2006.

Stock Option Grant and Compensation

On ~~May~~June 2421, 2006, the Compensation Committee of the Board of Directors of the ~~Company~~company granted ~~Jeffrey~~Roberta ~~Skillicorn~~L. Dircks, the ~~Company~~company’s Vice President of ~~Sales~~Finance and Administration and Chief Financial Officer, a non-statutory stock option under the company’s 2003 Stock Option Plan to purchase 6040,000 shares of common stock in connection with ~~his~~her recent employment by the ~~Company~~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 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.

~~Fiscal~~ITEM 5.02 ~~2005~~DEPARTURE ~~Bonuses~~OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

~~On May~~Effective June 2421, 2006, the ~~Compensation~~Board ~~Committee~~of Directors of the ~~Board~~company ofappointed ~~Directors~~Roberta L. Dircks as Vice President of ~~the~~Finance ~~Company~~and ~~granted~~Administration ~~the~~and ~~following~~Chief ~~cash bonuses~~Financial ~~for~~Officer ~~fiscal~~of ~~2005~~the tocompany. Ms. Dircks replaces Victor Kimball, the ~~Company~~company’s ~~“named~~acting Chief ~~executive~~Financial ~~officers”~~Officer. ~~(as~~Mr. Kimball ~~defined~~will remain in ~~Regulation~~his ~~S-K~~position ~~Item 402(a)(3)):~~as Chief Operating Officer of the company.

Name and Current Position	Bonus
Paulita L. LaPlante (President and Chief Executive Officer)	$	2,700
Victor Kimball (Chief Operating Officer and Acting Chief Financial Officer)	$	2,100
Kent Winger (Vice President, Strategic Planning and Product Development)	$	1,600

Ms. Dircks, age 61, had previously served as the Executive Vice President and Chief Financial Officer of Performark, Inc., a customer relationship management services company, from September 1998 to May 2006.

~~Change~~Ms. Dircks inis ~~Compensation~~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.

On May 24, 2006, the Compensation Committee of the Board of Directors of the Company increased the base salary of Paulita L. LaPlante, the Company’s President and Chief Executive Officer, from $180,000 to $200,000 retroactively effective to January 1, 2006, subject to the Company meeting certain sales goals in 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.

	OPTICAL SENSORS INCORPORATED
Dated: May 31, 2006	By:	/s/ Paulita M. LaPlante
Dated: June 23, 2006	By:	/s/ Paulita M. LaPlante
		Paulita M. LaPlante
		President and Chief Executive Officer

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