<PAGE>

     As filed with the Securities and Exchange Commission on April 28, 2003

                                                    REGISTRATION NO. 333 -

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                                   ----------

                          OPTICARE HEALTH SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

         DELAWARE                                               76-0453392
(State or Other Jurisdiction                                  (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                               87 GRANDVIEW AVENUE
                          WATERBURY, CONNECTICUT 06708
          (Address, Including Zip Code, of Principal Executive Offices)

                          OPTICARE HEALTH SYSTEMS, INC.
                 AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                             WILLIAM A. BLASKIEWICZ
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                          OPTICARE HEALTH SYSTEMS, INC.
                               87 GRANDVIEW AVENUE
                          WATERBURY, CONNECTICUT 06708
                                 (203) 596-2236
                 (Name, Address and Telephone Number, Including
                        Area Code, of Agent For Service)

                                   ----------
<TABLE>
<CAPTION>

                                                       CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                               Proposed                Proposed
          Title of                    Amount to be              Maximum                 Maximum                    Amount of
 Securities to be Registered          Registered(1)         Offering Price             Aggregate               Registration Fee
                                                             Per Share (2)        Offering Price (2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                        <C>                     <C>                         <C>
Common Stock, $.001 par value        4,050,500 shares         $ 0.46                  $1,863,230                  $ 150.74
                                     2,324,500 shares         $ 0.80                  $1,859,600                  $ 150.44
                                   ------------                                                                    ---------
                                     6,375,000 shares                                                             $ 301.18
====================================================================================================================================
</TABLE>

(1)  The number of shares of common stock, par value $.001 per share ("Common
     Stock"), stated above consists of the aggregate number of shares which may
     be sold upon the exercise of options which have been granted and/or may
     hereafter be granted under the OptiCare Health Systems, Inc. Amended and
     Restated 2002 Stock Incentive Plan (the "Plan") or upon the issuance of
     stock awards which have been granted and/or may hereafter be granted under
     the Plan. In addition, this Registration Statement covers the resale of
     shares previously issued under the Plan (the "Resale Shares"). The maximum
     number of shares which may be sold under the Plan is subject to adjustment
     in accordance with certain anti-dilution and other provisions of the Plan.
     Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement covers, in
     addition to the number of shares stated above, an indeterminate number of
     shares which may be subject to grant or otherwise issuable after the
     operation of any such anti-dilution and other provisions.

(2)  This calculation is made solely for the purpose of determining the
     registration fee pursuant to the provisions of Rule 457(c) and (h) under
     the Securities Act as follows: (i) in the case of shares of Common Stock
     which may be purchased upon exercise of outstanding options, the fee is
     calculated on the basis of the price at which the options may be exercised;
     and (ii) in the case of the Resale Shares and for shares of Common Stock
     for which options have not yet been granted or stock awards made and the
     purchase price of which is therefore unknown, the fee is calculated on the
     basis of the average of the high and low sale prices per share of the
     Common Stock on the American Stock Exchange as of a date (April 24, 2003)
     within five business days prior to filing this Registration Statement.

================================================================================

<PAGE>

                                EXPLANATORY NOTE


         In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.

         This Registration Statement also contains a prospectus as provided by
Instruction C to Form S-8, which relates to a reoffer and resale of 175,000
shares of Common Stock by an executive officer and a director of the Registrant
who acquired these shares pursuant to the Plan prior to the filing of this
Registration Statement.


<PAGE>
                               REOFFER PROSPECTUS

                          OPTICARE HEALTH SYSTEMS, INC.

              175,000 SHARES OF COMMON STOCK ISSUED PURSUANT TO THE
  OPTICARE HEALTH SYSTEMS, INC. AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN

         This reoffer prospectus relates to 175,000 shares of our common stock,
$0.001 par value that may be offered and sold from time to time by the selling
stockholders identified on page 10.

         We will not receive any of the proceeds from the sale of the shares by
the selling stockholders.

         Our common stock is listed on the American Stock Exchange under the
symbol "OPT." On April 24, 2003, the closing sale price of our common stock as
reported on the American Stock Exchange was $0.78 per share.

         An investment in our common stock involves risks. You should consider
the factors described under "Risk Factors" beginning on page 4.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

         The date of this reoffer prospectus is April 28, 2003.


                                       1
<PAGE>




                                TABLE OF CONTENTS

                                                                         PAGE

ABOUT OPTICARE HEALTH SYSTEMS, INC.                                         3

RISK FACTORS                                                                4

USE OF PROCEEDS                                                            10

SELLING STOCKHOLDERS                                                       10

PLAN OF DISTRIBUTION                                                       11

LEGAL MATTERS                                                              12

EXPERTS                                                                    12

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                            12

WHERE YOU CAN FIND MORE INFORMATION                                        12


                                       2
<PAGE>



                       ABOUT OPTICARE HEALTH SYSTEMS, INC.

         OptiCare Health Systems, Inc. is an integrated eye care services
company focused on providing managed vision and professional eye care products
and services. We operate in three distinct segments of the eye care market
which, together, cover virtually every major sector of that market:

         o  Our Managed Vision Division contracts with insurers, insurance
            fronting companies, employer groups, managed care plans, HMOs and
            other third party payers to manage claims payment administration of
            eye health benefits for contracting parties in eight states and to
            provide insurance coverage relating to certain eye care products and
            services.

         o  Our Consumer Vision Division sells retail optical products to
            consumers and owns and/or operates integrated eye health centers,
            professional optometric practices and surgical facilities in
            Connecticut where comprehensive eye care services are provided to
            patients.

         o  Our Distribution & Technology Division serves the professional eye
            care market through (i) Wise Optical, a distributor of contact and
            ophthalmic lenses and other eye care accessories and supplies; (ii)
            a Buying Group program, which provides group purchasing arrangements
            for optical and ophthalmic goods and supplies to ophthalmologists,
            optometrists and opticians, and (iii) CC Systems, which provides
            systems and software solutions, including production, management and
            inventory systems, for eye care professionals and for eyeglass
            manufacturing laboratories.

         Our principal executive offices are located at 87 Grandview Avenue,
Waterbury, Connecticut, 06708. Our telephone number is (203) 596-2236 and our
web site address is www.opticare.com. The contents of our website are not part
of this prospectus.


                                       3
<PAGE>


                                  RISK FACTORS

         You should carefully consider the risks described below before you
decide to buy our common stock. If any of these risks actually occurs, our
business could be harmed which could cause the trading price of our common stock
to decline, and you could lose all or part of your investment. These risks
should be read in conjunction with the other information set forth in this
prospectus.

                          RISKS RELATED TO OUR BUSINESS

CHANGES IN THE REGULATORY ENVIRONMENT APPLICABLE TO OUR BUSINESS, INCLUDING
HEALTH-CARE COST CONTAINMENT EFFORTS BY MEDICARE, MEDICAID AND OTHER THIRD-PARTY
PAYERS MAY ADVERSELY AFFECT OUR PROFITS.

            The health care industry has experienced a trend toward cost
containment as government and private third-party payors seek to impose lower
reimbursement and utilization rates and negotiate reduced payment schedules with
service providers. Our revenue is subject to pre-determined Medicare
reimbursement rates for certain products and services, and decreases in Medicare
reimbursement rates could have an adverse effect on our results of operations if
we cannot offset these reductions through increases in revenues or decreases in
operating costs. To some degree, prices for health care services and products
are driven by Medicare reimbursement rates, so that our non-Medicare business is
also affected by changes in Medicare reimbursement rates. In addition, federal
and state governments are currently considering various types of health care
initiatives and comprehensive revisions to the health care and health insurance
systems. Some of the proposals under consideration, or others that may be
introduced, could, if adopted, have a material adverse effect on our business,
financial condition and results of operations.

RISKS RELATED TO THE EYE CARE INDUSTRY, INCLUDING THE COST AND AVAILABILITY OF
MEDICAL MALPRACTICE INSURANCE, AND POSSIBLE ADVERSE LONG-TERM EXPERIENCE WITH
LASER AND OTHER SURGICAL VISION CORRECTION COULD HAVE A MATERIAL ADVERSE EFFECT
ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

            The provision of eye care services entails the potentially
significant risk of physical injury to patients and an inherent risk of
potential malpractice, product liability and other similar claims. OptiCare's
insurance may not be adequate to satisfy claims or protect OptiCare or its
affiliated eye care providers, and this coverage may not continue to be
available at acceptable costs. A partially or completely uninsured claim against
OptiCare could have a material adverse effect on our business, financial
condition and results of operations.

MANAGED CARE COMPANIES FACE INCREASING THREATS OF PRIVATE-PARTY LITIGATION,
INCLUDING CLASS ACTIONS, OVER THE SCOPE OF CARE THAT THE MANAGED CARE COMPANIES
MUST PAY FOR.

         Several large national managed care companies have been the target of
class action lawsuits alleging fraudulent practices in the determination of
health care coverage policies for their beneficiaries. Such lawsuits have, thus
far, been aimed solely at full service managed care plans and not companies that
specialize in specific segments, such as eye care. OptiCare cannot assure you
that private party litigation, including class action suits, will not target it
in the future, or that OptiCare will not otherwise be affected by such
litigation.

                                       4
<PAGE>

LOSS OF THE SERVICES OF KEY MANAGEMENT PERSONNEL COULD ADVERSELY AFFECT OUR
BUSINESS.

            OptiCare's success, in part, depends upon the continued services of
Dean J. Yimoyines, M.D., who is OptiCare's chairman and chief executive officer.
We believe that the loss of the services of Dr. Yimoyines could have a material
adverse effect on our business, financial condition and results of operations.
OptiCare has an employment agreement with Dr. Yimoyines that expires in July
2003, subject to certain early termination provisions, which is renewable for
subsequent terms. We expect to amend and extend Dr.Yimoyines' contract prior to
its expiration. In addition, OptiCare has employment agreements with Dean J.
Yimoyines and other officers that require lump sum payments to be made upon the
event of a change in control of OptiCare. These change in control payments could
deter takeover bids even if those bids are in our stockholders' best interests.

IF WE FAIL TO EXECUTE OUR GROWTH STRATEGY, OPTICARE MAY NOT BECOME PROFITABLE OR
SUSTAIN FUTURE PROFITABILITY.

         OptiCare's growth strategy depends in part on its ability to expand and
successfully implement our integrated business model. Our growth strategy also
requires successful sales results and operational execution in our managed care
business. OptiCare's growth strategy has resulted in, and will continue to
result in, new and increased responsibilities for management and additional
demands on management, operating and financial systems and resources. Our
ability to continue to expand will also depend upon our ability to hire and
train new staff and managerial personnel, and adapt OptiCare's structure to
comply with present or future legal requirements affecting OptiCare's
arrangements with ophthalmologists and optometrists. If we are unable to
implement these and other requirements, our business, financial condition,
results of operations and ability to achieve and sustain profitability could be
materially adversely affected.

IF WE ARE UNABLE TO OBTAIN ADDITIONAL CAPITAL, OUR GROWTH COULD BE LIMITED.

         If OptiCare does not generate sufficient cash from its operations, we
may need to obtain additional capital in order to successfully implement our
growth strategy and to finance our continued operations. On January 25, 2002, we
completed a series of transactions which resulted in a major restructuring of
our debt, equity and voting capital stock. Taking into account the impact of
that restructuring, among other factors, we believe that our cash flow from
operations, borrowings under our credit facility, and operating and capital
lease financing will provide us with sufficient funds to finance our operations
for the next 12 months. If however, additional funds are needed, we may attempt
to raise such funds through the issuance of equity or convertible debt
securities. If additional funds are raised through the issuance of equity or
convertible debt securities, the percentage ownership of our stockholders will
be reduced and our stockholders may experience dilution of their interest in us.
If additional funds are needed and are not available or are not available on
acceptable terms, our ability to fund our operations, take advantage of
unanticipated opportunities, develop or enhance services or products or
otherwise respond to competitive pressures may be significantly limited.

OPTICARE HAS A HISTORY OF LOSSES AND MAY INCUR FURTHER LOSSES IN THE FUTURE.

            We have historically incurred substantial operating losses due to
our sizeable outstanding indebtedness and costs relating to the integration of
newly acquired businesses, and we expect these losses to continue for the
foreseeable future. For the year ended of December 31, 2002, our loss from
continuing operations was approximately $448,000. OptiCare cannot assure you
that it will not incur further or more substantial losses in the future.

                                       5
<PAGE>

OPTICARE MAY NOT BE ABLE TO MAINTAIN THE LISTING OF ITS COMMON STOCK ON THE
AMERICAN STOCK EXCHANGE, WHICH MAY MAKE IT MORE DIFFICULT FOR STOCKHOLDERS TO
DISPOSE OF OUR COMMON STOCK.

         OptiCare's common stock is listed on the American Stock Exchange. The
American Stock Exchange suspended trading of our common stock from April 20,
2001 until December 12, 2001 principally because we had not filed our Annual
Report on Form 10-K for the year ended December 31, 2000, or our Quarterly
Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30,
2001. In 2002 the staff of the American Stock Exchange considered whether to
file an application with the Securities and Exchange Commission to strike our
common stock from listing and registration on the American Stock Exchange. It
determined not to do so based on information we presented, including our Annual
Report on Form 10-K for the fiscal year ended December 31, 2001 and information
concerning our 2002 restructuring. As of February 28, 2003, we believe we are in
compliance with these requirements. We cannot provide assurances that our common
stock will continue to be listed without further suspensions, or that the
exchange will not de-list our common stock in the future. The exchange's rules
for continued listing include stockholders' equity requirements, which we may
not meet if we experience further losses; and market value requirements, which
we may not meet if the price of our common stock does not increase. If
OptiCare's common stock is delisted from the American Stock Exchange, trading in
OptiCare common stock would be conducted, if at all, in the over-the-counter
market. This would make it more difficult for stockholders to dispose of their
common stock and more difficult to obtain accurate quotations on OptiCare common
stock. This could have an adverse effect on the price of the common stock.

IF WE DEFAULT ON OUR DEBT TO CAPITALSOURCE FINANCE, LLC, IT COULD FORECLOSE ON
OUR ASSETS.

         OptiCare's outstanding indebtedness to CapitalSource under its term
loan and credit facility as of March 31, 2003 was approximately $10.9 million.
Substantially all of OptiCare's assets are pledged to secure this indebtedness.
If OptiCare defaults on the financial covenants in its credit facility,
CapitalSource could foreclose on its security interest in our assets, which
would have a material adverse effect on our business, financial condition and
results of operations.

WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY WITH OTHER EYE CARE SERVICES COMPANIES
WHICH HAVE MORE RESOURCES AND EXPERIENCE THAN US, AND WITH OTHER EYE CARE
DISTRIBUTORS.

            Some of OptiCare's competitors have substantially greater financial,
technical, managerial, marketing and other resources and experience than
OptiCare and, as a result, may compete more effectively than OptiCare. OptiCare
competes with other businesses, including other eye care services companies,
hospitals, individual ophthalmology and optometry practices, other ambulatory
surgery and laser vision correction centers, managed care companies, eye care
clinics, providers of retail optical products and distributors of wholesale and
retail optical products. Companies in other health care industry segments,
including managers of hospital-based medical specialties or large group medical
practices, may become competitors in providing surgery and laser centers as well
as competitive eye care-related services. Our failure to compete effectively
with these and other competitors, could have a material adverse effect on our
business, financial condition and results of operations.

IF OPTICARE FAILS TO NEGOTIATE PROFITABLE CAPITATED FEE ARRANGEMENTS, IT COULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS AND FINANCIAL
CONDITION.

            Under some managed care contracts, known as "capitation" contracts,
health care providers accept a fixed payment per member per month, whether or
not a person covered by a managed care plan receives any services, and the
health care provider is obligated to provide all necessary covered services to
the patients covered under the agreement. Many of these contracts pass part of
the financial risk of

                                       6
<PAGE>

providing care from the payor, i.e., an HMO, health insurer, employee welfare
plan or self-insured employer, to the provider. The growth of capitation
contracts in markets which we serve could result in less certainty with respect
to profitability and require a higher level of actuarial acumen in evaluating
such contracts. We do not know whether we will be able to continue to negotiate
arrangements on a capitated or other risk-sharing basis that prove to be
profitable, or to pass the financial risks of providing care to other parties,
or to accurately predict utilization or the costs of rendering services. In
addition, changes in federal or state regulations of these contracts may limit
our ability to transfer financial risks away from us. Any such developments
could have a material adverse effect on our business, financial condition and
results of operations.

WE MAY HAVE POTENTIAL CONFLICTS OF INTERESTS WITH RESPECT TO RELATED PARTY
TRANSACTIONS WHICH COULD RESULT IN CERTAIN OF OUR OFFICERS, DIRECTORS AND KEY
EMPLOYEES HAVING INTERESTS THAT DIFFER FROM OUR STOCKHOLDERS AND US.

            There are contractual agreements between OptiCare and entities owned
or controlled by several of its officers, directors and key employees, which
agreements could create the potential for possible conflicts of interests for
such individuals. Through our subsidiaries, we lease property owned by certain
of our officers and their family members and have guaranteed a mortgage on one
of the properties we lease. In addition, Linda Yimoyines, wife of Dr. Yimoyines,
participated in our January 2002 capital restructuring by lending OptiCare
$100,000 on a subordinated basis and purchasing shares of Series B Preferred
Stock.

         Our subsidiary, OptiCare Eye Health Centers, Inc., is party to a
Professional Services and Support Agreement with OptiCare, P.C., a Connecticut
professional corporation. Dr. Yimoyines, our Chairman, Chief Executive Officer,
and beneficial holder of 15.4% of our outstanding voting stock, is the sole
stockholder of OptiCare, P.C. Pursuant to our agreement, OptiCare, P.C. employs
medical personnel and performs all ophthalmology and optometry services at our
facilities in Connecticut. We select and provide the facilities at which the
services are performed and provide all administrative and support services for
the facilities for which OptiCare, P.C. provides medical personnel and performs
its ophthalmology and optometry services. We bill and receive payments for
services rendered by the medical personnel of OptiCare, P.C. and OptiCare P.C.
pays its physicians compensation for such medical services rendered.

HEALTH CARE REGULATIONS OR HEALTH CARE REFORM INITIATIVES COULD MATERIALLY
ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

            OptiCare is subject to extensive federal and state governmental
regulation and supervision, including, but not limited to:

    o    anti-kickback statutes;

    o    self-referral laws;

    o    insurance and licensor requirements associated with our managed care
         business;

    o    civil false claims acts;

    o    corporate practice of medicine restrictions;

    o    fee-splitting laws;

    o    facility license requirements and certificates of need;

    o    regulation of medical devices, including laser vision correction and
         other refractive surgery procedures;

    o    FDA and FTC guidelines for marketing laser vision correction; and

    o    regulation of personally identifiable health information.

                                       7
<PAGE>

OptiCare cannot assure you that these laws and regulations will not change or be
interpreted in the future either to restrict or adversely affect its business
activities or relationships with other eye care providers. They have been
subject to limited judicial and regulatory interpretation. They are enforced by
regulatory agencies that are vested with broad discretion in interpreting their
meaning. Neither Federal nor state authorities have examined our agreements and
activities with respect to these laws and regulations. We cannot assure you that
review of our business arrangements will not result in determinations that
adversely affect our operations or that certain material agreements between us
and eye care providers or third-party payers will not be held invalid and
unenforceable. Any limitation on our ability to continue operating in the manner
in which we have operated in the past could have an adverse effect on our
business, financial condition and results of operations. In addition, these laws
and their interpretation vary from state to state. The regulatory framework of
certain jurisdictions may limit our expansion into such jurisdictions if we are
unable to modify our operational structure to conform to such regulatory
framework.

WE ARE DEPENDENT UPON LETTERS OF CREDIT OR OTHER FORMS OF THIRD PARTY SECURITY
IN CONNECTION WITH CERTAIN OF OUR CONTRACTUAL ARRANGEMENTS AND, THUS, WOULD BE
ADVERSELY AFFECTED IN THE EVENT WE ARE UNABLE TO OBTAIN SUCH CREDIT AS NEEDED.

         OptiCare has obtained letters of credit to secure its contractual
commitments to certain managed care companies. If we are unable to maintain
these letters of credit or secure replacement letters of credit, we may not be
able to retain our existing contracts or obtain new contracts with certain
managed care companies. The inability to do business with these managed care
companies could have an adverse effect on our business, financial condition and
results of operations.

OPTICARE MAY HAVE DIFFICULTY EFFECTIVELY COMPLETING THE INTEGRATION OF THE
OPERATIONS AND REALIZING BENEFITS FROM OUR ACQUISITION OF WISE OPTICAL.

         OptiCare may not be able to successfully complete the integration of
the operations of Wise Optical without encountering difficulties or experiencing
the loss of key employees, potential customers or suppliers. If OptiCare does
not successfully complete the integration of the two companies, or if the effort
requires greater time or resources than OptiCare has anticipated, OptiCare may
not realize the expected benefits from the acquisition, and this could have a
material adverse effect on OptiCare's business, financial condition, and results
of operations.

OUR LARGEST STOCKHOLDER, PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P., OWNS
SUFFICIENT SHARES OF OUR COMMON STOCK AND VOTING EQUIVALENTS TO SIGNIFICANTLY
AFFECT THE RESULTS OF ANY STOCKHOLDER VOTE AND CONTROLS OUR BOARD OF DIRECTORS.

         Palisade owns approximately 78.5% of our voting power and therefore
will determine the outcome of all corporate matters requiring stockholder
approval, including the election of all of our directors and transactions such
as mergers. In addition, in connection with the restructuring, we agreed that so
long as Palisade owns more than 50%of the voting power of OptiCare, Palisade
shall have the right to designate a majority of our board of directors.

CONFLICTS OF INTEREST MAY ARISE BETWEEN PALISADE AND OPTICARE.

         Conflicts of interest may arise between us and Palisade and its
affiliates in areas relating to past, ongoing and future relationships and other
matters. These potential conflicts of interest include corporate opportunities,
indemnity arrangements, potential acquisitions or financing transactions; sales
or other

                                       8
<PAGE>

dispositions by Palisade of our shares held by it; and the exercise by Palisade
of its ability to control our management and affairs. In addition, two of our
directors are officers of Palisade Capital Management, LLC, an affiliate of
Palisade. There can be no assurance that any conflicts that may arise between
Palisade and us will not have a material adverse effect on our business,
financial condition and results of operations or our other stockholders.



                                       9
<PAGE>



                                 USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares by the
selling stockholders.

                              SELLING STOCKHOLDERS

         This reoffer prospectus relates to 175,000 shares of common stock which
have been acquired by the selling stockholders pursuant to our Amended and
Restated 2002 Stock Incentive Plan. The following table sets forth the name and
number of shares of common stock being offered by the selling stockholders
pursuant to this reoffer prospectus.

<TABLE>
<CAPTION>
                           NUMBER OF
                           SHARES                            NUMBER OF              PERCENTAGE OF
                           BENEFICIALLY                      SHARES TO BE           CLASS TO BE
                           OWNED             NUMBER OF       BENEFICIALLY           BENEFICIALLY
                           PRIOR TO          SHARES BEING    OWNED AFTER            OWNED AFTER
NAME                       OFFERING          OFFERED         OFFERING               OFFERING
--------------------------------------------------------------------------------------------------
<S>             <C>             <C>           <C>             <C>                     <C>
Clark A. Johnson(1)             186,000       150,000         36,000                   *
Christopher J. Walls(2)          76,250        25,000         51,250                   *
</TABLE>

----------
 *  Less than 1% of the outstanding common stock.

(1) Mr. Johnson is a director of OptiCare.

(2) Mr. Walls is Vice President, General Counsel and Secretary of OptiCare.
    Consists of 26,250 shares of vested restricted stock and 18,750 shares of
    unvested restricted stock. Also includes 31,250 shares of common stock
    issuable upon exercise of existing options held by Mr. Walls.


                                       10
<PAGE>

                              PLAN OF DISTRIBUTION

         As used in this reoffer prospectus, selling stockholders includes
donees, pledgees, transferees or other successors-in-interest selling shares
received from a selling stockholder as a gift, pledge, partnership distribution
or other non-sale related transfer after the date of this reoffer prospectus. If
we are notified by a donee, pledgee, transferee or other successor-in-interest
that it intends to sell more than 500 shares, a supplement to this reoffer
prospectus will be filed if required.

         The shares being offered by the selling stockholders may be sold in one
or more transactions:

         o  on the American Stock Exchange;

         o  on any market where OptiCare Health Systems Inc.'s common stock is
            then traded;

         o  with broker-dealers or third parties (including block sales);

         o  in privately negotiated transactions; or

         o  involving a combination of theses methods.

         The selling stockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to the prevailing market
prices, at negotiated prices, at fixed prices or at a combination of these
prices. The selling stockholders shall have the sole and absolute discretion not
to accept any purchase offer or make any sale of shares if it deems the purchase
price to be unsatisfactory at any particular time.

         The selling stockholders may sell their shares directly to market
makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. These broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the selling stockholders
and/or the purchasers of shares for whom these broker-dealers may act as agents
or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).

         We cannot assure that all or any of the shares offered hereby will be
issued to, or sold by, the selling stockholders. The selling stockholders and
any brokers, dealers or agents, upon effecting the sale of any of the shares
offered hereby, may be deemed "underwriters" as that term is defined under the
Securities Act, and any commissions received by them or profit on any resale of
the shares as principal might be deemed to be underwriting discounts and
commissions under the Securities Act.

         We will pay any expenses of registering the shares offered by the
selling stockholders using this reoffer prospectus. We will not pay selling
commissions or expenses associated with any sales by the selling stockholders.

         To comply with the securities laws of certain jurisdictions, the shares
offered by this reoffer prospectus may need to be offered or sold in these
jurisdictions only through registered or licensed brokers or dealers.

         The selling stockholders and any other persons participating in the
sale or distribution of the shares will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any of the shares by the selling
stockholders or any other person. The foregoing may affect the marketability of
the shares.

         To the extent required, we will amend or supplement this reoffer
prospectus to disclose material arrangements regarding the plan of distribution.

                                       11
<PAGE>

                                  LEGAL MATTERS

         Our counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
Boston, Massachusetts, will pass on the validity of the shares of common stock
offered by this reoffer prospectus.

                                     EXPERTS

The financial statements of OptiCare Health Systems, Inc. ("OptiCare") and Wise
Optical Vision Group, Inc. ("Wise") incorporated in this prospectus by reference
from the Company's Annual Report on Form 10-K for the year ended December 31,
2002 and the Company's Current Report on Form 8-K/A Amendment No. 1 dated April
23, 2003 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports (which OptiCare's report expresses an unqualified
opinion and includes an explanatory paragraph relating to OptiCare's change in
accounting for goodwill and other intangible assets to conform to Statement of
Financial Accounting Standards No. 142), which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this reoffer prospectus, and information
that we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the sale of all the shares covered
by this reoffer prospectus:

     o  Annual Report on Form 10-K for the fiscal year ended December 31, 2002,
        filed with the SEC on March 18, 2003.

     o  Current Reports on Form 8-K, filed with the SEC on February 10, 2003 and
        April 23, 2003.

     o  The description of our common stock contained in our Registration
        Statement on Form 8-A, filed on August 6, 1999, including any amendment
        or reports filed for the purpose of updating such description.

         We will provide to you, without charge, upon your written or oral
request, a copy of any or all of the documents that we incorporate by reference,
including exhibits. Please direct requests to William A. Blaskiewicz, Chief
Financial Officer (203) 596-2236.

                       WHERE YOU CAN FIND MORE INFORMATION

         You should rely only on the information contained in this reoffer
prospectus. We have not authorized any other person to provide you different
information. You should not assume that the information in this reoffer
prospectus is accurate as of any date other than the date below.

         We file annual, quarterly, and special reports and proxy statements and
other information with the SEC. Our File Number is 001-15223. You may read and
copy any document that we file at the SEC's Public Reference Room at 450 Fifth
Street, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the Public Reference Room. Our SEC
filings are also available on the SEC's Web site at http://www.sec.gov. Copies
of certain information filed by us with the Commission are also available on our
Web site at http://www.opticare.com. Our Web site is not part of this reoffer
prospectus. Our common stock is listed on the American Stock Exchange.

                                       12
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 2002, filed with the Commission on March 18,
                  2003.

         (b)      The Registrant's Current Report on Form 8-K for the February
                  7, 2003 event, filed with the Commission on February 10, 2003
                  and amended by the filing of a Form 8-K/A on April 23, 2003.

         (c)      The description of the Common Stock contained in the
                  Registrant's Registration Statement on Form 8-A (File No.
                  001-15223) filed under the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), filed with the Commission on
                  August 6, 1999, including any amendment or report filed for
                  the purpose of updating such description.

         All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such reports and documents.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Incorporated by reference from the Registrant's Registration Statement
on Form S-8 (File No. 333-34628), filed with the Commission on April 12, 2000.


                                      II-1
<PAGE>

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (4.1)    Certificate of Incorporation of the Registrant (filed as
                  Exhibit 3.1 to the Registrant's Annual Report on Form 10-KSB
                  for the year ended December 31, 1994, filed with the
                  Commission on February 3, 1995, and incorporated herein by
                  reference).

         (4.2)    Certificate of Amendment of the Certificate of Incorporation
                  of the Registrant, dated August 13, 1999 (filed as Exhibit 3.1
                  to the Registrant's Current Report on Form 8-K for the August
                  13, 1999 event, filed with the Commission on August 30, 1999,
                  and incorporated herein by reference).

         (4.3)    Certificate of Designation with respect to the Registrant's
                  Series A Convertible Preferred Stock, dated August 13, 1999
                  (filed as Exhibit 3.2 to the Registrant's Current Report on
                  Form 8-K for the August 13, 1999 event, filed with the
                  Commission on August 30, 1999, and incorporated herein by
                  reference).

         (4.4)    Certificate of Amendment of the Certificate of Incorporation
                  of the Registrant, dated January 21, 2002 (filed as Exhibit
                  3.1 to the Registrant's Current Report on Form 8-K for the
                  January 25, 2002 event, filed with the Commission on February
                  11, 2002, and incorporated herein by reference).

         (4.5)    Certificate of Designation, Rights and Preferences with
                  respect to the Registrant's Series B 12.5% Voting Cumulative
                  Convertible Participating Preferred Stock, dated January 23,
                  2002 (filed as Exhibit 3.2 to the Registrant's Current Report
                  on Form 8-K for the January 25, 2002 event, filed with the
                  Commission on February 11, 2002, and incorporated herein by
                  reference).

         (4.6)    Amended and Restated By-laws of the Registrant (filed as
                  Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for
                  the year ended December 31, 1999, filed with the Commission on
                  March 30, 2000, and incorporated herein by reference).

         (4.7)    Amendment No. 1 to the Amended and Restated By-laws of the
                  Registrant (filed as Exhibit 3.3 to the Registrant's Current
                  Report on Form 8-K for the January 25, 2002 event, filed with
                  the Commission on February 11, 2002, and incorporated herein
                  by reference).

         (5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  as to the legality of shares being registered.

         (23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  (included in opinion of counsel filed as Exhibit 5).

         (23.2)   Consent of Deloitte & Touche LLP.

         (23.3)   Consent of Deloitte & Touche LLP.

         (24)     Power of Attorney to file future amendments (set forth on the
                  signature page of this Registration Statement.)



                                      II-2
<PAGE>

         (99.1)   The Registrant's Amended and Restated 2002 Stock Incentive
                  Plan (filed as Exhibit 4.4 to the Registrant's Quarterly
                  Report on Form 10-Q for the quarter ended June 30, 2002, filed
                  with the Commission on August 14, 2002, and incorporated
                  herein by reference).

Item 9. Undertakings.

(a)      The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
                  of the Securities Act of 1933;

                      (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represents a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective Registration Statement.

                      (iii) To include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

              Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3, Form S-8 or Form
         F-3, and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the Registrant pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 that is incorporated by
         reference in this Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

                                      II-3
<PAGE>

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

                                      II-4
<PAGE>



                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Waterbury, Connecticut on April 28, 2003.


                                OPTICARE HEALTH SYSTEMS, INC.



                                By /s/  William A. Blaskiewicz
                                   ------------------------------
                                   William A. Blaskiewicz
                                   Vice President and Chief Financial Officer
                                   (principal financial and accounting officer)


         Each person whose signature appears below constitutes and appoints Dean
J. Yimoyines and William A. Blaskiewicz, and each of them singly, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them singly, for him and in his name, place and stead,
and in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 of
OptiCare Health Systems, Inc., and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting to the attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in or about the premises, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that the attorneys-in-fact and agents or any of each of them or their substitute
may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
Signature                                           Title                              Date
---------                                           -----                              ----

<S>                                    <C>                                     <C>
 /s/ Dean J. Yimoyines                 Director, Chairman of the              April 28, 2003
-----------------------------          Board, Chief Executive
Dean J. Yimoyines, M.D.                Officer (principal executive officer)


 /s/ William A, Blaskiewicz            Vice President and Chief               April 28, 2003
-----------------------------          Financial Officer (principal
William A. Blaskiewicz                 financial and accounting officer)


 /s/ Eric J. Bertrand                  Director                               April 28 2003
-----------------------------
Eric J. Bertrand


 /s/ David B. Cornstein                Director                               April 28, 2003
----------------------------
David B. Cornstein


                                      II-5
<PAGE>

 /s/ Norman S, Drubner                 Director                               April 28, 2003
----------------------------
Norman S. Drubner, Esq.


/s/ Mark S. Hoffman                    Director                               April 28, 2003
----------------------------
Mark S. Hoffman


/s/ Richard L. Huber                   Director                               April 28, 2003
----------------------------
Richard L. Huber


 /s/ Clark A. Johnson                  Director                               April 28, 2003
----------------------------
Clark A. Johnson


/s/  Melvin Meskin                     Director                               April 28, 2003
----------------------------
Melvin Meskin


/s/ Mark S. Newman                     Director                               April 28, 2003
----------------------------
Mark S. Newman

</TABLE>
                                      II-6
<PAGE>

                          OPTICARE HEALTH SYSTEMS, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT


Exhibit
Number   Description
------   -----------

(4.1)    Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to
         the Registrant's Annual Report on Form 10-KSB for the year ended
         December 31, 1994, filed with the Commission on February 3, 1995, and
         incorporated herein by reference).

(4.2)    Certificate of Amendment of the Certificate of Incorporation of the
         Registrant, dated August 13, 1999 (filed as Exhibit 3.1 to the
         Registrant's Current Report on Form 8-K for the August 13, 1999 event,
         filed with the Commission on August 30, 1999, and incorporated herein
         by reference).

(4.3)    Certificate of Designation with respect to the Registrant's Series A
         Convertible Preferred Stock, dated August 13, 1999 (filed as Exhibit
         3.2 to the Registrant's Current Report on Form 8-K for the August 13,
         1999 event, filed with the Commission on August 30, 1999, and
         incorporated herein by reference).

(4.4)    Certificate of Amendment of the Certificate of Incorporation of the
         Registrant, dated January 21, 2002 (filed as Exhibit 3.1 to the
         Registrant's Current Report on Form 8-K for the January 25, 2002 event,
         filed with the Commission on February 11, 2002, and incorporated herein
         by reference).

(4.5)    Certificate of Designation, Rights and Preferences with respect to the
         Registrant's Series B 12.5% Voting Cumulative Convertible Participating
         Preferred Stock, dated January 23, 2002 (filed as Exhibit 3.2 to the
         Registrant's Current Report on Form 8-K for the January 25, 2002 event,
         filed with the Commission on February 11, 2002, and incorporated herein
         by reference).

(4.6)    Amended and Restated By-laws of the Registrant (filed as Exhibit 3.3 to
         the Registrant's Annual Report on Form 10-K for the year ended December
         31, 1999, filed with the Commission on March 30, 2000, and incorporated
         herein by reference).

(4.7)    Amendment No. 1 to the Amended and Restated By-laws of the Registrant
         (filed as Exhibit 3.3 to the Registrant's Current Report on Form 8-K
         for the January 25, 2002 event, filed with the Commission on February
         11, 2002, and incorporated herein by reference).

(5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to
         the legality of shares being registered.


<PAGE>

(23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
         (included in opinion of counsel filed as Exhibit 5).

(23.2)   Consent of Deloitte & Touche LLP.

(23.3)   Consent of Deloitte & Touche LLP

(24)     Power of Attorney to file future amendments (set forth on the signature
         page of this Registration Statement.)

(99.1)   The Registrant's Amended and Restated 2002 Stock Incentive Plan (filed
         as Exhibit 4.4 to the Registrant's Quarterly Report on Form 10-Q for
         the quarter ended June 30, 2002, filed with the Commission on August
         14, 2002, and incorporated herein by reference).
[{"type": "S-8", "sequence": "1", "filename": "file001.txt", "description": "REGISTRATION STATEMENT; BENEFIT PLAN", "secsgml_size_bytes": 57383}]
{"company-data": {"conformed-name": "OPTICARE HEALTH SYSTEMS INC", "cik": "0000311046", "assigned-sic": "8093", "irs-number": "760453392", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104802", "film-number": "03667935"}, "business-address": {"street1": "87 GRANDVIEW AVE", "city": "WATERBURY", "state": "CT", "zip": "06708", "phone": "2035962236"}, "mail-address": {"street1": "87 GRANDVIEW AVE", "city": "WATERBURY", "state": "CT", "zip": "06708"}, "former-company": [{"former-conformed-name": "STERLING RESOURCES CORP", "date-changed": "19930909"}, {"former-conformed-name": "SARATOGA RESOURCES INC", "date-changed": "19940623"}]}
As filed with the Securities and Exchange Commission on April 28, 2003

                                                    REGISTRATION NO. 333 -

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                                   ----------

                          OPTICARE HEALTH SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

         DELAWARE                                               76-0453392
(State or Other Jurisdiction                                  (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                               87 GRANDVIEW AVENUE
                          WATERBURY, CONNECTICUT 06708
          (Address, Including Zip Code, of Principal Executive Offices)

                          OPTICARE HEALTH SYSTEMS, INC.
                 AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                             WILLIAM A. BLASKIEWICZ
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                          OPTICARE HEALTH SYSTEMS, INC.
                               87 GRANDVIEW AVENUE
                          WATERBURY, CONNECTICUT 06708
                                 (203) 596-2236
                 (Name, Address and Telephone Number, Including
                        Area Code, of Agent For Service)

                                   ----------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                               Proposed                Proposed
          Title of                    Amount to be              Maximum                 Maximum                    Amount of
 Securities to be Registered          Registered(1)         Offering Price             Aggregate               Registration Fee
                                                             Per Share (2)        Offering Price (2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value        4,050,500 shares         $ 0.46                  $1,863,230                  $ 150.74
                                     2,324,500 shares         $ 0.80                  $1,859,600                  $ 150.44
                                   ------------                                                                    ---------
                                     6,375,000 shares                                                             $ 301.18
====================================================================================================================================
(1)  The number of shares of common stock, par value $.001 per share ("Common
     Stock"), stated above consists of the aggregate number of shares which may
     be sold upon the exercise of options which have been granted and/or may
     hereafter be granted under the OptiCare Health Systems, Inc. Amended and
     Restated 2002 Stock Incentive Plan (the "Plan") or upon the issuance of
     stock awards which have been granted and/or may hereafter be granted under
     the Plan. In addition, this Registration Statement covers the resale of
     shares previously issued under the Plan (the "Resale Shares"). The maximum
     number of shares which may be sold under the Plan is subject to adjustment
     in accordance with certain anti-dilution and other provisions of the Plan.
     Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement covers, in
     addition to the number of shares stated above, an indeterminate number of
     shares which may be subject to grant or otherwise issuable after the
     operation of any such anti-dilution and other provisions.

(2)  This calculation is made solely for the purpose of determining the
     registration fee pursuant to the provisions of Rule 457(c) and (h) under
     the Securities Act as follows: (i) in the case of shares of Common Stock
     which may be purchased upon exercise of outstanding options, the fee is
     calculated on the basis of the price at which the options may be exercised;
     and (ii) in the case of the Resale Shares and for shares of Common Stock
     for which options have not yet been granted or stock awards made and the
     purchase price of which is therefore unknown, the fee is calculated on the
     basis of the average of the high and low sale prices per share of the
     Common Stock on the American Stock Exchange as of a date (April 24, 2003)
     within five business days prior to filing this Registration Statement.

================================================================================
EXPLANATORY NOTE

         In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.

         This Registration Statement also contains a prospectus as provided by
Instruction C to Form S-8, which relates to a reoffer and resale of 175,000
shares of Common Stock by an executive officer and a director of the Registrant
who acquired these shares pursuant to the Plan prior to the filing of this
Registration Statement.
REOFFER PROSPECTUS

                          OPTICARE HEALTH SYSTEMS, INC.

              175,000 SHARES OF COMMON STOCK ISSUED PURSUANT TO THE
  OPTICARE HEALTH SYSTEMS, INC. AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN

         This reoffer prospectus relates to 175,000 shares of our common stock,
$0.001 par value that may be offered and sold from time to time by the selling
stockholders identified on page 10.

         We will not receive any of the proceeds from the sale of the shares by
the selling stockholders.

         Our common stock is listed on the American Stock Exchange under the
symbol "OPT." On April 24, 2003, the closing sale price of our common stock as
reported on the American Stock Exchange was $0.78 per share.

         An investment in our common stock involves risks. You should consider
the factors described under "Risk Factors" beginning on page 4.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

         The date of this reoffer prospectus is April 28, 2003.

                                       1
TABLE OF CONTENTS

                                                                         PAGE

ABOUT OPTICARE HEALTH SYSTEMS, INC.                                         3

RISK FACTORS                                                                4

USE OF PROCEEDS                                                            10

SELLING STOCKHOLDERS                                                       10

PLAN OF DISTRIBUTION                                                       11

LEGAL MATTERS                                                              12

EXPERTS                                                                    12

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                            12

WHERE YOU CAN FIND MORE INFORMATION                                        12

                                       2
ABOUT OPTICARE HEALTH SYSTEMS, INC.

         OptiCare Health Systems, Inc. is an integrated eye care services
company focused on providing managed vision and professional eye care products
and services. We operate in three distinct segments of the eye care market
which, together, cover virtually every major sector of that market:

         o  Our Managed Vision Division contracts with insurers, insurance
            fronting companies, employer groups, managed care plans, HMOs and
            other third party payers to manage claims payment administration of
            eye health benefits for contracting parties in eight states and to
            provide insurance coverage relating to certain eye care products and
            services.

         o  Our Consumer Vision Division sells retail optical products to
            consumers and owns and/or operates integrated eye health centers,
            professional optometric practices and surgical facilities in
            Connecticut where comprehensive eye care services are provided to
            patients.

         o  Our Distribution & Technology Division serves the professional eye
            care market through (i) Wise Optical, a distributor of contact and
            ophthalmic lenses and other eye care accessories and supplies; (ii)
            a Buying Group program, which provides group purchasing arrangements
            for optical and ophthalmic goods and supplies to ophthalmologists,
            optometrists and opticians, and (iii) CC Systems, which provides
            systems and software solutions, including production, management and
            inventory systems, for eye care professionals and for eyeglass
            manufacturing laboratories.

         Our principal executive offices are located at 87 Grandview Avenue,
Waterbury, Connecticut, 06708. Our telephone number is (203) 596-2236 and our
web site address is www.opticare.com. The contents of our website are not part
of this prospectus.

                                       3
RISK FACTORS

         You should carefully consider the risks described below before you
decide to buy our common stock. If any of these risks actually occurs, our
business could be harmed which could cause the trading price of our common stock
to decline, and you could lose all or part of your investment. These risks
should be read in conjunction with the other information set forth in this
prospectus.

                          RISKS RELATED TO OUR BUSINESS

CHANGES IN THE REGULATORY ENVIRONMENT APPLICABLE TO OUR BUSINESS, INCLUDING
HEALTH-CARE COST CONTAINMENT EFFORTS BY MEDICARE, MEDICAID AND OTHER THIRD-PARTY
PAYERS MAY ADVERSELY AFFECT OUR PROFITS.

            The health care industry has experienced a trend toward cost
containment as government and private third-party payors seek to impose lower
reimbursement and utilization rates and negotiate reduced payment schedules with
service providers. Our revenue is subject to pre-determined Medicare
reimbursement rates for certain products and services, and decreases in Medicare
reimbursement rates could have an adverse effect on our results of operations if
we cannot offset these reductions through increases in revenues or decreases in
operating costs. To some degree, prices for health care services and products
are driven by Medicare reimbursement rates, so that our non-Medicare business is
also affected by changes in Medicare reimbursement rates. In addition, federal
and state governments are currently considering various types of health care
initiatives and comprehensive revisions to the health care and health insurance
systems. Some of the proposals under consideration, or others that may be
introduced, could, if adopted, have a material adverse effect on our business,
financial condition and results of operations.

RISKS RELATED TO THE EYE CARE INDUSTRY, INCLUDING THE COST AND AVAILABILITY OF
MEDICAL MALPRACTICE INSURANCE, AND POSSIBLE ADVERSE LONG-TERM EXPERIENCE WITH
LASER AND OTHER SURGICAL VISION CORRECTION COULD HAVE A MATERIAL ADVERSE EFFECT
ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

            The provision of eye care services entails the potentially
significant risk of physical injury to patients and an inherent risk of
potential malpractice, product liability and other similar claims. OptiCare's
insurance may not be adequate to satisfy claims or protect OptiCare or its
affiliated eye care providers, and this coverage may not continue to be
available at acceptable costs. A partially or completely uninsured claim against
OptiCare could have a material adverse effect on our business, financial
condition and results of operations.

MANAGED CARE COMPANIES FACE INCREASING THREATS OF PRIVATE-PARTY LITIGATION,
INCLUDING CLASS ACTIONS, OVER THE SCOPE OF CARE THAT THE MANAGED CARE COMPANIES
MUST PAY FOR.

         Several large national managed care companies have been the target of
class action lawsuits alleging fraudulent practices in the determination of
health care coverage policies for their beneficiaries. Such lawsuits have, thus
far, been aimed solely at full service managed care plans and not companies that
specialize in specific segments, such as eye care. OptiCare cannot assure you
that private party litigation, including class action suits, will not target it
in the future, or that OptiCare will not otherwise be affected by such
litigation.

                                       4
LOSS OF THE SERVICES OF KEY MANAGEMENT PERSONNEL COULD ADVERSELY AFFECT OUR
BUSINESS.

            OptiCare's success, in part, depends upon the continued services of
Dean J. Yimoyines, M.D., who is OptiCare's chairman and chief executive officer.
We believe that the loss of the services of Dr. Yimoyines could have a material
adverse effect on our business, financial condition and results of operations.
OptiCare has an employment agreement with Dr. Yimoyines that expires in July
2003, subject to certain early termination provisions, which is renewable for
subsequent terms. We expect to amend and extend Dr.Yimoyines' contract prior to
its expiration. In addition, OptiCare has employment agreements with Dean J.
Yimoyines and other officers that require lump sum payments to be made upon the
event of a change in control of OptiCare. These change in control payments could
deter takeover bids even if those bids are in our stockholders' best interests.

IF WE FAIL TO EXECUTE OUR GROWTH STRATEGY, OPTICARE MAY NOT BECOME PROFITABLE OR
SUSTAIN FUTURE PROFITABILITY.

         OptiCare's growth strategy depends in part on its ability to expand and
successfully implement our integrated business model. Our growth strategy also
requires successful sales results and operational execution in our managed care
business. OptiCare's growth strategy has resulted in, and will continue to
result in, new and increased responsibilities for management and additional
demands on management, operating and financial systems and resources. Our
ability to continue to expand will also depend upon our ability to hire and
train new staff and managerial personnel, and adapt OptiCare's structure to
comply with present or future legal requirements affecting OptiCare's
arrangements with ophthalmologists and optometrists. If we are unable to
implement these and other requirements, our business, financial condition,
results of operations and ability to achieve and sustain profitability could be
materially adversely affected.

IF WE ARE UNABLE TO OBTAIN ADDITIONAL CAPITAL, OUR GROWTH COULD BE LIMITED.

         If OptiCare does not generate sufficient cash from its operations, we
may need to obtain additional capital in order to successfully implement our
growth strategy and to finance our continued operations. On January 25, 2002, we
completed a series of transactions which resulted in a major restructuring of
our debt, equity and voting capital stock. Taking into account the impact of
that restructuring, among other factors, we believe that our cash flow from
operations, borrowings under our credit facility, and operating and capital
lease financing will provide us with sufficient funds to finance our operations
for the next 12 months. If however, additional funds are needed, we may attempt
to raise such funds through the issuance of equity or convertible debt
securities. If additional funds are raised through the issuance of equity or
convertible debt securities, the percentage ownership of our stockholders will
be reduced and our stockholders may experience dilution of their interest in us.
If additional funds are needed and are not available or are not available on
acceptable terms, our ability to fund our operations, take advantage of
unanticipated opportunities, develop or enhance services or products or
otherwise respond to competitive pressures may be significantly limited.

OPTICARE HAS A HISTORY OF LOSSES AND MAY INCUR FURTHER LOSSES IN THE FUTURE.

            We have historically incurred substantial operating losses due to
our sizeable outstanding indebtedness and costs relating to the integration of
newly acquired businesses, and we expect these losses to continue for the
foreseeable future. For the year ended of December 31, 2002, our loss from
continuing operations was approximately $448,000. OptiCare cannot assure you
that it will not incur further or more substantial losses in the future.

                                       5
OPTICARE MAY NOT BE ABLE TO MAINTAIN THE LISTING OF ITS COMMON STOCK ON THE
AMERICAN STOCK EXCHANGE, WHICH MAY MAKE IT MORE DIFFICULT FOR STOCKHOLDERS TO
DISPOSE OF OUR COMMON STOCK.

         OptiCare's common stock is listed on the American Stock Exchange. The
American Stock Exchange suspended trading of our common stock from April 20,
2001 until December 12, 2001 principally because we had not filed our Annual
Report on Form 10-K for the year ended December 31, 2000, or our Quarterly
Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30,
2001. In 2002 the staff of the American Stock Exchange considered whether to
file an application with the Securities and Exchange Commission to strike our
common stock from listing and registration on the American Stock Exchange. It
determined not to do so based on information we presented, including our Annual
Report on Form 10-K for the fiscal year ended December 31, 2001 and information
concerning our 2002 restructuring. As of February 28, 2003, we believe we are in
compliance with these requirements. We cannot provide assurances that our common
stock will continue to be listed without further suspensions, or that the
exchange will not de-list our common stock in the future. The exchange's rules
for continued listing include stockholders' equity requirements, which we may
not meet if we experience further losses; and market value requirements, which
we may not meet if the price of our common stock does not increase. If
OptiCare's common stock is delisted from the American Stock Exchange, trading in
OptiCare common stock would be conducted, if at all, in the over-the-counter
market. This would make it more difficult for stockholders to dispose of their
common stock and more difficult to obtain accurate quotations on OptiCare common
stock. This could have an adverse effect on the price of the common stock.

IF WE DEFAULT ON OUR DEBT TO CAPITALSOURCE FINANCE, LLC, IT COULD FORECLOSE ON
OUR ASSETS.

         OptiCare's outstanding indebtedness to CapitalSource under its term
loan and credit facility as of March 31, 2003 was approximately $10.9 million.
Substantially all of OptiCare's assets are pledged to secure this indebtedness.
If OptiCare defaults on the financial covenants in its credit facility,
CapitalSource could foreclose on its security interest in our assets, which
would have a material adverse effect on our business, financial condition and
results of operations.

WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY WITH OTHER EYE CARE SERVICES COMPANIES
WHICH HAVE MORE RESOURCES AND EXPERIENCE THAN US, AND WITH OTHER EYE CARE
DISTRIBUTORS.

            Some of OptiCare's competitors have substantially greater financial,
technical, managerial, marketing and other resources and experience than
OptiCare and, as a result, may compete more effectively than OptiCare. OptiCare
competes with other businesses, including other eye care services companies,
hospitals, individual ophthalmology and optometry practices, other ambulatory
surgery and laser vision correction centers, managed care companies, eye care
clinics, providers of retail optical products and distributors of wholesale and
retail optical products. Companies in other health care industry segments,
including managers of hospital-based medical specialties or large group medical
practices, may become competitors in providing surgery and laser centers as well
as competitive eye care-related services. Our failure to compete effectively
with these and other competitors, could have a material adverse effect on our
business, financial condition and results of operations.

IF OPTICARE FAILS TO NEGOTIATE PROFITABLE CAPITATED FEE ARRANGEMENTS, IT COULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS AND FINANCIAL
CONDITION.

            Under some managed care contracts, known as "capitation" contracts,
health care providers accept a fixed payment per member per month, whether or
not a person covered by a managed care plan receives any services, and the
health care provider is obligated to provide all necessary covered services to
the patients covered under the agreement. Many of these contracts pass part of
the financial risk of

                                       6
providing care from the payor, i.e., an HMO, health insurer, employee welfare
plan or self-insured employer, to the provider. The growth of capitation
contracts in markets which we serve could result in less certainty with respect
to profitability and require a higher level of actuarial acumen in evaluating
such contracts. We do not know whether we will be able to continue to negotiate
arrangements on a capitated or other risk-sharing basis that prove to be
profitable, or to pass the financial risks of providing care to other parties,
or to accurately predict utilization or the costs of rendering services. In
addition, changes in federal or state regulations of these contracts may limit
our ability to transfer financial risks away from us. Any such developments
could have a material adverse effect on our business, financial condition and
results of operations.

WE MAY HAVE POTENTIAL CONFLICTS OF INTERESTS WITH RESPECT TO RELATED PARTY
TRANSACTIONS WHICH COULD RESULT IN CERTAIN OF OUR OFFICERS, DIRECTORS AND KEY
EMPLOYEES HAVING INTERESTS THAT DIFFER FROM OUR STOCKHOLDERS AND US.

            There are contractual agreements between OptiCare and entities owned
or controlled by several of its officers, directors and key employees, which
agreements could create the potential for possible conflicts of interests for
such individuals. Through our subsidiaries, we lease property owned by certain
of our officers and their family members and have guaranteed a mortgage on one
of the properties we lease. In addition, Linda Yimoyines, wife of Dr. Yimoyines,
participated in our January 2002 capital restructuring by lending OptiCare
$100,000 on a subordinated basis and purchasing shares of Series B Preferred
Stock.

         Our subsidiary, OptiCare Eye Health Centers, Inc., is party to a
Professional Services and Support Agreement with OptiCare, P.C., a Connecticut
professional corporation. Dr. Yimoyines, our Chairman, Chief Executive Officer,
and beneficial holder of 15.4% of our outstanding voting stock, is the sole
stockholder of OptiCare, P.C. Pursuant to our agreement, OptiCare, P.C. employs
medical personnel and performs all ophthalmology and optometry services at our
facilities in Connecticut. We select and provide the facilities at which the
services are performed and provide all administrative and support services for
the facilities for which OptiCare, P.C. provides medical personnel and performs
its ophthalmology and optometry services. We bill and receive payments for
services rendered by the medical personnel of OptiCare, P.C. and OptiCare P.C.
pays its physicians compensation for such medical services rendered.

HEALTH CARE REGULATIONS OR HEALTH CARE REFORM INITIATIVES COULD MATERIALLY
ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

            OptiCare is subject to extensive federal and state governmental
regulation and supervision, including, but not limited to:

    o    anti-kickback statutes;

    o    self-referral laws;

    o    insurance and licensor requirements associated with our managed care
         business;

    o    civil false claims acts;

    o    corporate practice of medicine restrictions;

    o    fee-splitting laws;

    o    facility license requirements and certificates of need;

    o    regulation of medical devices, including laser vision correction and
         other refractive surgery procedures;

    o    FDA and FTC guidelines for marketing laser vision correction; and

    o    regulation of personally identifiable health information.

                                       7
OptiCare cannot assure you that these laws and regulations will not change or be
interpreted in the future either to restrict or adversely affect its business
activities or relationships with other eye care providers. They have been
subject to limited judicial and regulatory interpretation. They are enforced by
regulatory agencies that are vested with broad discretion in interpreting their
meaning. Neither Federal nor state authorities have examined our agreements and
activities with respect to these laws and regulations. We cannot assure you that
review of our business arrangements will not result in determinations that
adversely affect our operations or that certain material agreements between us
and eye care providers or third-party payers will not be held invalid and
unenforceable. Any limitation on our ability to continue operating in the manner
in which we have operated in the past could have an adverse effect on our
business, financial condition and results of operations. In addition, these laws
and their interpretation vary from state to state. The regulatory framework of
certain jurisdictions may limit our expansion into such jurisdictions if we are
unable to modify our operational structure to conform to such regulatory
framework.

WE ARE DEPENDENT UPON LETTERS OF CREDIT OR OTHER FORMS OF THIRD PARTY SECURITY
IN CONNECTION WITH CERTAIN OF OUR CONTRACTUAL ARRANGEMENTS AND, THUS, WOULD BE
ADVERSELY AFFECTED IN THE EVENT WE ARE UNABLE TO OBTAIN SUCH CREDIT AS NEEDED.

         OptiCare has obtained letters of credit to secure its contractual
commitments to certain managed care companies. If we are unable to maintain
these letters of credit or secure replacement letters of credit, we may not be
able to retain our existing contracts or obtain new contracts with certain
managed care companies. The inability to do business with these managed care
companies could have an adverse effect on our business, financial condition and
results of operations.

OPTICARE MAY HAVE DIFFICULTY EFFECTIVELY COMPLETING THE INTEGRATION OF THE
OPERATIONS AND REALIZING BENEFITS FROM OUR ACQUISITION OF WISE OPTICAL.

         OptiCare may not be able to successfully complete the integration of
the operations of Wise Optical without encountering difficulties or experiencing
the loss of key employees, potential customers or suppliers. If OptiCare does
not successfully complete the integration of the two companies, or if the effort
requires greater time or resources than OptiCare has anticipated, OptiCare may
not realize the expected benefits from the acquisition, and this could have a
material adverse effect on OptiCare's business, financial condition, and results
of operations.

OUR LARGEST STOCKHOLDER, PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P., OWNS
SUFFICIENT SHARES OF OUR COMMON STOCK AND VOTING EQUIVALENTS TO SIGNIFICANTLY
AFFECT THE RESULTS OF ANY STOCKHOLDER VOTE AND CONTROLS OUR BOARD OF DIRECTORS.

         Palisade owns approximately 78.5% of our voting power and therefore
will determine the outcome of all corporate matters requiring stockholder
approval, including the election of all of our directors and transactions such
as mergers. In addition, in connection with the restructuring, we agreed that so
long as Palisade owns more than 50%of the voting power of OptiCare, Palisade
shall have the right to designate a majority of our board of directors.

CONFLICTS OF INTEREST MAY ARISE BETWEEN PALISADE AND OPTICARE.

         Conflicts of interest may arise between us and Palisade and its
affiliates in areas relating to past, ongoing and future relationships and other
matters. These potential conflicts of interest include corporate opportunities,
indemnity arrangements, potential acquisitions or financing transactions; sales
or other

                                       8
dispositions by Palisade of our shares held by it; and the exercise by Palisade
of its ability to control our management and affairs. In addition, two of our
directors are officers of Palisade Capital Management, LLC, an affiliate of
Palisade. There can be no assurance that any conflicts that may arise between
Palisade and us will not have a material adverse effect on our business,
financial condition and results of operations or our other stockholders.

                                       9
USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares by the
selling stockholders.

                              SELLING STOCKHOLDERS

         This reoffer prospectus relates to 175,000 shares of common stock which
have been acquired by the selling stockholders pursuant to our Amended and
Restated 2002 Stock Incentive Plan. The following table sets forth the name and
number of shares of common stock being offered by the selling stockholders
pursuant to this reoffer prospectus.
NUMBER OF
                           SHARES                            NUMBER OF              PERCENTAGE OF
                           BENEFICIALLY                      SHARES TO BE           CLASS TO BE
                           OWNED             NUMBER OF       BENEFICIALLY           BENEFICIALLY
                           PRIOR TO          SHARES BEING    OWNED AFTER            OWNED AFTER
NAME                       OFFERING          OFFERED         OFFERING               OFFERING
--------------------------------------------------------------------------------------------------
Clark A. Johnson(1)             186,000       150,000         36,000                   *
Christopher J. Walls(2)          76,250        25,000         51,250                   *
----------
 *  Less than 1% of the outstanding common stock.

(1) Mr. Johnson is a director of OptiCare.

(2) Mr. Walls is Vice President, General Counsel and Secretary of OptiCare.
    Consists of 26,250 shares of vested restricted stock and 18,750 shares of
    unvested restricted stock. Also includes 31,250 shares of common stock
    issuable upon exercise of existing options held by Mr. Walls.

                                       10
PLAN OF DISTRIBUTION

         As used in this reoffer prospectus, selling stockholders includes
donees, pledgees, transferees or other successors-in-interest selling shares
received from a selling stockholder as a gift, pledge, partnership distribution
or other non-sale related transfer after the date of this reoffer prospectus. If
we are notified by a donee, pledgee, transferee or other successor-in-interest
that it intends to sell more than 500 shares, a supplement to this reoffer
prospectus will be filed if required.

         The shares being offered by the selling stockholders may be sold in one
or more transactions:

         o  on the American Stock Exchange;

         o  on any market where OptiCare Health Systems Inc.'s common stock is
            then traded;

         o  with broker-dealers or third parties (including block sales);

         o  in privately negotiated transactions; or

         o  involving a combination of theses methods.

         The selling stockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to the prevailing market
prices, at negotiated prices, at fixed prices or at a combination of these
prices. The selling stockholders shall have the sole and absolute discretion not
to accept any purchase offer or make any sale of shares if it deems the purchase
price to be unsatisfactory at any particular time.

         The selling stockholders may sell their shares directly to market
makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. These broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the selling stockholders
and/or the purchasers of shares for whom these broker-dealers may act as agents
or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).

         We cannot assure that all or any of the shares offered hereby will be
issued to, or sold by, the selling stockholders. The selling stockholders and
any brokers, dealers or agents, upon effecting the sale of any of the shares
offered hereby, may be deemed "underwriters" as that term is defined under the
Securities Act, and any commissions received by them or profit on any resale of
the shares as principal might be deemed to be underwriting discounts and
commissions under the Securities Act.

         We will pay any expenses of registering the shares offered by the
selling stockholders using this reoffer prospectus. We will not pay selling
commissions or expenses associated with any sales by the selling stockholders.

         To comply with the securities laws of certain jurisdictions, the shares
offered by this reoffer prospectus may need to be offered or sold in these
jurisdictions only through registered or licensed brokers or dealers.

         The selling stockholders and any other persons participating in the
sale or distribution of the shares will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any of the shares by the selling
stockholders or any other person. The foregoing may affect the marketability of
the shares.

         To the extent required, we will amend or supplement this reoffer
prospectus to disclose material arrangements regarding the plan of distribution.

                                       11
LEGAL MATTERS

         Our counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
Boston, Massachusetts, will pass on the validity of the shares of common stock
offered by this reoffer prospectus.

                                     EXPERTS

The financial statements of OptiCare Health Systems, Inc. ("OptiCare") and Wise
Optical Vision Group, Inc. ("Wise") incorporated in this prospectus by reference
from the Company's Annual Report on Form 10-K for the year ended December 31,
2002 and the Company's Current Report on Form 8-K/A Amendment No. 1 dated April
23, 2003 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports (which OptiCare's report expresses an unqualified
opinion and includes an explanatory paragraph relating to OptiCare's change in
accounting for goodwill and other intangible assets to conform to Statement of
Financial Accounting Standards No. 142), which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this reoffer prospectus, and information
that we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the sale of all the shares covered
by this reoffer prospectus:

     o  Annual Report on Form 10-K for the fiscal year ended December 31, 2002,
        filed with the SEC on March 18, 2003.

     o  Current Reports on Form 8-K, filed with the SEC on February 10, 2003 and
        April 23, 2003.

     o  The description of our common stock contained in our Registration
        Statement on Form 8-A, filed on August 6, 1999, including any amendment
        or reports filed for the purpose of updating such description.

         We will provide to you, without charge, upon your written or oral
request, a copy of any or all of the documents that we incorporate by reference,
including exhibits. Please direct requests to William A. Blaskiewicz, Chief
Financial Officer (203) 596-2236.

                       WHERE YOU CAN FIND MORE INFORMATION

         You should rely only on the information contained in this reoffer
prospectus. We have not authorized any other person to provide you different
information. You should not assume that the information in this reoffer
prospectus is accurate as of any date other than the date below.

         We file annual, quarterly, and special reports and proxy statements and
other information with the SEC. Our File Number is 001-15223. You may read and
copy any document that we file at the SEC's Public Reference Room at 450 Fifth
Street, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the Public Reference Room. Our SEC
filings are also available on the SEC's Web site at http://www.sec.gov. Copies
of certain information filed by us with the Commission are also available on our
Web site at http://www.opticare.com. Our Web site is not part of this reoffer
prospectus. Our common stock is listed on the American Stock Exchange.

                                       12
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 2002, filed with the Commission on March 18,
                  2003.

         (b)      The Registrant's Current Report on Form 8-K for the February
                  7, 2003 event, filed with the Commission on February 10, 2003
                  and amended by the filing of a Form 8-K/A on April 23, 2003.

         (c)      The description of the Common Stock contained in the
                  Registrant's Registration Statement on Form 8-A (File No.
                  001-15223) filed under the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), filed with the Commission on
                  August 6, 1999, including any amendment or report filed for
                  the purpose of updating such description.

         All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such reports and documents.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Incorporated by reference from the Registrant's Registration Statement
on Form S-8 (File No. 333-34628), filed with the Commission on April 12, 2000.

                                      II-1
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (4.1)    Certificate of Incorporation of the Registrant (filed as
                  Exhibit 3.1 to the Registrant's Annual Report on Form 10-KSB
                  for the year ended December 31, 1994, filed with the
                  Commission on February 3, 1995, and incorporated herein by
                  reference).

         (4.2)    Certificate of Amendment of the Certificate of Incorporation
                  of the Registrant, dated August 13, 1999 (filed as Exhibit 3.1
                  to the Registrant's Current Report on Form 8-K for the August
                  13, 1999 event, filed with the Commission on August 30, 1999,
                  and incorporated herein by reference).

         (4.3)    Certificate of Designation with respect to the Registrant's
                  Series A Convertible Preferred Stock, dated August 13, 1999
                  (filed as Exhibit 3.2 to the Registrant's Current Report on
                  Form 8-K for the August 13, 1999 event, filed with the
                  Commission on August 30, 1999, and incorporated herein by
                  reference).

         (4.4)    Certificate of Amendment of the Certificate of Incorporation
                  of the Registrant, dated January 21, 2002 (filed as Exhibit
                  3.1 to the Registrant's Current Report on Form 8-K for the
                  January 25, 2002 event, filed with the Commission on February
                  11, 2002, and incorporated herein by reference).

         (4.5)    Certificate of Designation, Rights and Preferences with
                  respect to the Registrant's Series B 12.5% Voting Cumulative
                  Convertible Participating Preferred Stock, dated January 23,
                  2002 (filed as Exhibit 3.2 to the Registrant's Current Report
                  on Form 8-K for the January 25, 2002 event, filed with the
                  Commission on February 11, 2002, and incorporated herein by
                  reference).

         (4.6)    Amended and Restated By-laws of the Registrant (filed as
                  Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for
                  the year ended December 31, 1999, filed with the Commission on
                  March 30, 2000, and incorporated herein by reference).

         (4.7)    Amendment No. 1 to the Amended and Restated By-laws of the
                  Registrant (filed as Exhibit 3.3 to the Registrant's Current
                  Report on Form 8-K for the January 25, 2002 event, filed with
                  the Commission on February 11, 2002, and incorporated herein
                  by reference).

         (5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  as to the legality of shares being registered.

         (23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  (included in opinion of counsel filed as Exhibit 5).

         (23.2)   Consent of Deloitte & Touche LLP.

         (23.3)   Consent of Deloitte & Touche LLP.

         (24)     Power of Attorney to file future amendments (set forth on the
                  signature page of this Registration Statement.)

                                      II-2
(99.1)   The Registrant's Amended and Restated 2002 Stock Incentive
                  Plan (filed as Exhibit 4.4 to the Registrant's Quarterly
                  Report on Form 10-Q for the quarter ended June 30, 2002, filed
                  with the Commission on August 14, 2002, and incorporated
                  herein by reference).

Item 9. Undertakings.

(a)      The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
                  of the Securities Act of 1933;

                      (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represents a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective Registration Statement.

                      (iii) To include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

              Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3, Form S-8 or Form
         F-3, and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the Registrant pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 that is incorporated by
         reference in this Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

                                      II-3
(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Waterbury, Connecticut on April 28, 2003.

                                OPTICARE HEALTH SYSTEMS, INC.

                                By /s/  William A. Blaskiewicz
                                   ------------------------------
                                   William A. Blaskiewicz
                                   Vice President and Chief Financial Officer
                                   (principal financial and accounting officer)

         Each person whose signature appears below constitutes and appoints Dean
J. Yimoyines and William A. Blaskiewicz, and each of them singly, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them singly, for him and in his name, place and stead,
and in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 of
OptiCare Health Systems, Inc., and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting to the attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in or about the premises, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that the attorneys-in-fact and agents or any of each of them or their substitute
may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                           Title                              Date
---------                                           -----                              ----
/s/ Dean J. Yimoyines                 Director, Chairman of the              April 28, 2003
-----------------------------          Board, Chief Executive
Dean J. Yimoyines, M.D.                Officer (principal executive officer)

 /s/ William A, Blaskiewicz            Vice President and Chief               April 28, 2003
-----------------------------          Financial Officer (principal
William A. Blaskiewicz                 financial and accounting officer)

 /s/ Eric J. Bertrand                  Director                               April 28 2003
-----------------------------
Eric J. Bertrand

 /s/ David B. Cornstein                Director                               April 28, 2003
----------------------------
David B. Cornstein

                                      II-5
/s/ Norman S, Drubner                 Director                               April 28, 2003
----------------------------
Norman S. Drubner, Esq.

/s/ Mark S. Hoffman                    Director                               April 28, 2003
----------------------------
Mark S. Hoffman

/s/ Richard L. Huber                   Director                               April 28, 2003
----------------------------
Richard L. Huber

 /s/ Clark A. Johnson                  Director                               April 28, 2003
----------------------------
Clark A. Johnson

/s/  Melvin Meskin                     Director                               April 28, 2003
----------------------------
Melvin Meskin

/s/ Mark S. Newman                     Director                               April 28, 2003
----------------------------
Mark S. Newman
II-6
OPTICARE HEALTH SYSTEMS, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

Exhibit
Number   Description
------   -----------

(4.1)    Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to
         the Registrant's Annual Report on Form 10-KSB for the year ended
         December 31, 1994, filed with the Commission on February 3, 1995, and
         incorporated herein by reference).

(4.2)    Certificate of Amendment of the Certificate of Incorporation of the
         Registrant, dated August 13, 1999 (filed as Exhibit 3.1 to the
         Registrant's Current Report on Form 8-K for the August 13, 1999 event,
         filed with the Commission on August 30, 1999, and incorporated herein
         by reference).

(4.3)    Certificate of Designation with respect to the Registrant's Series A
         Convertible Preferred Stock, dated August 13, 1999 (filed as Exhibit
         3.2 to the Registrant's Current Report on Form 8-K for the August 13,
         1999 event, filed with the Commission on August 30, 1999, and
         incorporated herein by reference).

(4.4)    Certificate of Amendment of the Certificate of Incorporation of the
         Registrant, dated January 21, 2002 (filed as Exhibit 3.1 to the
         Registrant's Current Report on Form 8-K for the January 25, 2002 event,
         filed with the Commission on February 11, 2002, and incorporated herein
         by reference).

(4.5)    Certificate of Designation, Rights and Preferences with respect to the
         Registrant's Series B 12.5% Voting Cumulative Convertible Participating
         Preferred Stock, dated January 23, 2002 (filed as Exhibit 3.2 to the
         Registrant's Current Report on Form 8-K for the January 25, 2002 event,
         filed with the Commission on February 11, 2002, and incorporated herein
         by reference).

(4.6)    Amended and Restated By-laws of the Registrant (filed as Exhibit 3.3 to
         the Registrant's Annual Report on Form 10-K for the year ended December
         31, 1999, filed with the Commission on March 30, 2000, and incorporated
         herein by reference).

(4.7)    Amendment No. 1 to the Amended and Restated By-laws of the Registrant
         (filed as Exhibit 3.3 to the Registrant's Current Report on Form 8-K
         for the January 25, 2002 event, filed with the Commission on February
         11, 2002, and incorporated herein by reference).

(5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to
         the legality of shares being registered.
(23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
         (included in opinion of counsel filed as Exhibit 5).

(23.2)   Consent of Deloitte & Touche LLP.

(23.3)   Consent of Deloitte & Touche LLP

(24)     Power of Attorney to file future amendments (set forth on the signature
         page of this Registration Statement.)

(99.1)   The Registrant's Amended and Restated 2002 Stock Incentive Plan (filed
         as Exhibit 4.4 to the Registrant's Quarterly Report on Form 10-Q for
         the quarter ended June 30, 2002, filed with the Commission on August
         14, 2002, and incorporated herein by reference).