UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ___________________

                                   Form S-8

                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                             ___________________

                            STAAR SURGICAL COMPANY
            (Exact name of registrant as specified in its charter)
                             ___________________

                   Delaware                                     95-3797439
       (State or other jurisdiction of                       (I.R.S. Employer
        incorporation or organization)                      Identification No.)

                              1911 Walker Avenue
                          Monrovia, California 91016
             (Address of principal executive offices) (Zip code)
                             ___________________

              1995 STAAR Surgical Company Consultant Stock Plan
                           (Full title of the plan)
                             ___________________

                                  John Bily
                           Chief Financial Officer
                            STAAR Surgical Company
                              1911 Walker Avenue
                          Monrovia, California 91016
                   (Name and address of agent for service)

                                (626) 303-7902
        (Telephone number, including area code, of agent for service)

                                   Copy to:

                           Charles S. Kaufman, Esq.
                   Sheppard, Mullin, Richter & Hampton LLP
                      333 South Hope Street, 48th Floor
                        Los Angeles, California 90071
                                (213) 620-1780

<table>
<caption>
                                                CALCULATION OF REGISTRATION FEE
____________________________________________________________________________________________________________________________________
Title of each class of
  securities to be                                      Proposed maximum               Proposed maximum       Amount of registration
   registered           Amount to be registered(1)   offering price per share(2)  aggregate offering price(2)         fee(2)(3)
____________________________________________________________________________________________________________________________________
<S>                          <C>                             <C>                     <C>                            <C>
Common Stock, par value      200,000 shares                  $5.80                   $1,160,000                     $94
$0.01 per share
____________________________________________________________________________________________________________________________________
(1)   In addition, this Registration Statement also covers such indeterminate number of shares of Common Stock as may be issued
      pursuant to the employee benefit plan described herein as a result of the adjustment provisions thereof.
(2)   Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated
      based upon the average of the high and low prices of the Common Stock on April 11, 2003, as reported on the Nasdaq
      Stock Market.
(3)   Calculated pursuant to General Instruction E on Form S-8.
</table>
<PAGE>
                      GENERAL INSTRUCTION E INFORMATION

            This  Registration  Statement  is being  filed for the  purpose of
increasing  the number of securities of the same class of securities for which
a  Registration  Statement on Form S-8 relating to the same  employee  benefit
plan is effective.

            The contents of the Registration  Statement on Form S-8 filed with
the Securities and Exchange  Commission on June 15, 1995 (File No.  33-60241),
as amended, is hereby incorporated by reference.

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to  participants  in the 1995 STAAR  Surgical  Company
Consultant  Stock Plan of STAAR Surgical  Company,  a Delaware  corporation (the
"Company"),  as specified by Rule  428(b)(1)  promulgated  by the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Act of 1933,
as amended (the  "Securities  Act").  Such  documents need not be filed with the
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus  supplements  pursuant to Securities Act Rule 424 in accordance  with
the Note to Part I of Form S-8. These documents,  and the documents incorporated
by  reference  in this  Registration  Statement  pursuant to Item 3 of Form S-8,
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

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

               (a) The Company's  Annual Report on Form 10-K for its fiscal year
     ended January 3, 2003, filed with the Commission on April 3, 2003;

               (b) The  Company's  Current  Report  on Form 8-K  filed  with the
     Commission on March 31, 2003; and

               (c) The  description of the Company's  Common Stock  contained in
     the Company's Registration Statement on Form 8-A (File No. 00011634), filed
     with the  Commission  on February 24, 1984,  as amended by Amendment  No. 1
     thereto  filed  with  the  Commission  on April  18,  2003,  including  any
     amendment or report filed for the purposes of updating such description.

            All  documents  subsequently  filed  by the  Company  pursuant  to
Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective  amendment
that  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  into this  Registration  Statement  and to be a part
hereof  from the date of  filing  of such  documents.  Any  information  that is
furnished in any document incorporated or deemed to be incorporated by reference
herein,  but that is not deemed "filed" under the Securities Act or the Exchange
Act, is not incorporated by reference herein. Any statement  contained herein or
in a  document,  all or a  portion  of which is  incorporated  or  deemed  to be
incorporated by reference  herein,  shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified  or amended,  to  constitute  a part of this  Registration
Statement.

                                      -1-
<PAGE>


Item 8.     Exhibits.

   Exhibit
    Number                          Description of Exhibit
   _______                          ______________________

     5.1       Opinion of Sheppard, Mullin , Richter & Hampton, LLP

    23.1       Consent of Sheppard, Mullin , Richter & Hampton, LLP (included
               in its opinion filed as Exhibit 5.1)

    23.2       Consent of BDO Seidman, LLP

    24.1       Power of Attorney (See p.3)









































                                      -2-

<PAGE>



                                  SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  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 the City of Monrovia, State of California, on April 18, 2003.

                                STAAR SURGICAL COMPANY


                                By: /s/ David Bailey
                                    ____________________________________________
                                    David Bailey
                                    President and Chief Executive Officer


                              POWER OF ATTORNEY
                 FILING OF REGISTRATION STATEMENT ON FORM S-8

            KNOW ALL BY THESE PRESENTS,  that each of the undersigned  directors
and officers of STAAR Surgical Company, a Delaware  corporation (the "Company"),
hereby  nominate and appoint David Bailey and John Bily, and each of them acting
or signing singly, as his or her agents and attorneys-in-fact (the "Agents"), in
his or her respective name and in the capacity or capacities  indicated below to
execute  and/or  file,  with  all  exhibits  thereto,  and  other  documents  in
connection  therewith,  (1) a  registration  statement  on Form  S-8  under  the
Securities  Act of  1933,  as  amended,  (the  "Act"),  in  connection  with the
registration  under the Act of shares of the  Company's  common  stock  issuable
under the 1995 STAAR  Surgical  Company  Consultant  Stock Plan  (including  the
schedules and all exhibits and other documents filed therewith or constituting a
part thereof);  and (2) any one or more  amendments to any part of the foregoing
registration statement,  including any post-effective  amendments, or appendices
or  supplements  that may be  required  to be filed  under  the Act to keep such
registration statement effective or to terminate its effectiveness.

            Further,  the undersigned do hereby authorize and direct such agents
and  attorneys-in-fact  to take any and all actions and execute and file any and
all documents with the Securities and Exchange  Commission (the "SEC"), or state
regulatory agencies,  necessary, proper or convenient in their opinion to comply
with the Act and the  rules  and  regulations  or  orders  of the SEC,  or state
regulatory agencies, adopted or issued pursuant thereto, including the making of
any  requests  for  acceleration  of the  effective  date of  said  registration
statement,  to the end that the  registration  statement  of the  Company  shall
become effective under the Act and any other applicable law.

            Finally,  each of the  undersigned  does hereby ratify,  confirm and
approve each and every act and document  which the said  appointment  agents and
attorneys-in-fact may take, execute or file pursuant thereto with the same force
and  effect as though  such  action had been  taken or such  documents  had been
executed or filed by the undersigned respectively.

                                      -3-
<PAGE>


            This  Power of  Attorney  shall  remain in full  force and  effect
until revoked or superseded by written notice filed with the SEC.

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

<table>
<caption>
              Signature                                Title                              Date
              _________                                _____                              ____
<S>                                         <C>                                      <C>
/s/ David Bailey
______________________________________      President, Chief Executive               April 18, 2003
David Bailey                                Officer, Chairman and Director
                                            (Principal Executive Officer)


/s/ John Bily
______________________________________      Chief Financial Officer and              April 18, 2003
John Bily                                   Chief Accounting Officer
                                            (Principal Financial and
                                            Accounting Officer)


/s/ Donald Duffy
______________________________________      Director                                 April 18, 2003
Donald Duffy


/s/ Dr. Volker D. Anhaeusser
______________________________________      Director                                 April 18, 2003
Dr. Volker D. Anhaeusser


/s/ John R. Gilbert
______________________________________      Director                                 April 18, 2003
John R. Gilbert


/s/ David Morrison
______________________________________      Director                                 April 18, 2003
David Morrison

</table>








                                      -4-

<PAGE>




                                EXHIBIT INDEX


Exhibit
Number                            Description of Exhibit
_______                           ______________________

     5.1       Opinion of Sheppard, Mullin , Richter & Hampton, LLP

    23.1       Consent of Sheppard, Mullin , Richter & Hampton, LLP (included
               in its opinion filed as Exhibit 5.1)

    23.2       Consent of BDO Seidman, LLP

    24.1       Power of Attorney (See p. 3)






































                                      -5-
[{"type": "S-8", "sequence": "1", "filename": "staarconsults8.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 13682}]
{"company-data": {"conformed-name": "STAAR SURGICAL COMPANY", "cik": "0000718937", "assigned-sic": "3851", "irs-number": "953797439", "state-of-incorporation": "DE", "fiscal-year-end": "0101"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104643", "film-number": "03656095"}, "business-address": {"street1": "1911 WALKER AVE", "city": "MONROVIA", "state": "CA", "zip": "91016", "phone": "8183037902"}, "mail-address": {"street1": "1911 WALKER AVE", "city": "MONROVIA", "state": "CA", "zip": "91016"}}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ___________________

                                   Form S-8

                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                             ___________________

                            STAAR SURGICAL COMPANY
            (Exact name of registrant as specified in its charter)
                             ___________________

                   Delaware                                     95-3797439
       (State or other jurisdiction of                       (I.R.S. Employer
        incorporation or organization)                      Identification No.)

                              1911 Walker Avenue
                          Monrovia, California 91016
             (Address of principal executive offices) (Zip code)
                             ___________________

              1995 STAAR Surgical Company Consultant Stock Plan
                           (Full title of the plan)
                             ___________________

                                  John Bily
                           Chief Financial Officer
                            STAAR Surgical Company
                              1911 Walker Avenue
                          Monrovia, California 91016
                   (Name and address of agent for service)

                                (626) 303-7902
        (Telephone number, including area code, of agent for service)

                                   Copy to:

                           Charles S. Kaufman, Esq.
                   Sheppard, Mullin, Richter & Hampton LLP
                      333 South Hope Street, 48th Floor
                        Los Angeles, California 90071
                                (213) 620-1780
CALCULATION OF REGISTRATION FEE
____________________________________________________________________________________________________________________________________
Title of each class of
  securities to be                                      Proposed maximum               Proposed maximum       Amount of registration
   registered           Amount to be registered(1)   offering price per share(2)  aggregate offering price(2)         fee(2)(3)
____________________________________________________________________________________________________________________________________
Common Stock, par value      200,000 shares                  $5.80                   $1,160,000                     $94
$0.01 per share
____________________________________________________________________________________________________________________________________
(1)   In addition, this Registration Statement also covers such indeterminate number of shares of Common Stock as may be issued
      pursuant to the employee benefit plan described herein as a result of the adjustment provisions thereof.
(2)   Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated
      based upon the average of the high and low prices of the Common Stock on April 11, 2003, as reported on the Nasdaq
      Stock Market.
(3)   Calculated pursuant to General Instruction E on Form S-8.
GENERAL INSTRUCTION E INFORMATION

            This  Registration  Statement  is being  filed for the  purpose of
increasing  the number of securities of the same class of securities for which
a  Registration  Statement on Form S-8 relating to the same  employee  benefit
plan is effective.

            The contents of the Registration  Statement on Form S-8 filed with
the Securities and Exchange  Commission on June 15, 1995 (File No.  33-60241),
as amended, is hereby incorporated by reference.

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to  participants  in the 1995 STAAR  Surgical  Company
Consultant  Stock Plan of STAAR Surgical  Company,  a Delaware  corporation (the
"Company"),  as specified by Rule  428(b)(1)  promulgated  by the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Act of 1933,
as amended (the  "Securities  Act").  Such  documents need not be filed with the
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus  supplements  pursuant to Securities Act Rule 424 in accordance  with
the Note to Part I of Form S-8. These documents,  and the documents incorporated
by  reference  in this  Registration  Statement  pursuant to Item 3 of Form S-8,
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

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

               (a) The Company's  Annual Report on Form 10-K for its fiscal year
     ended January 3, 2003, filed with the Commission on April 3, 2003;

               (b) The  Company's  Current  Report  on Form 8-K  filed  with the
     Commission on March 31, 2003; and

               (c) The  description of the Company's  Common Stock  contained in
     the Company's Registration Statement on Form 8-A (File No. 00011634), filed
     with the  Commission  on February 24, 1984,  as amended by Amendment  No. 1
     thereto  filed  with  the  Commission  on April  18,  2003,  including  any
     amendment or report filed for the purposes of updating such description.

            All  documents  subsequently  filed  by the  Company  pursuant  to
Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective  amendment
that  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  into this  Registration  Statement  and to be a part
hereof  from the date of  filing  of such  documents.  Any  information  that is
furnished in any document incorporated or deemed to be incorporated by reference
herein,  but that is not deemed "filed" under the Securities Act or the Exchange
Act, is not incorporated by reference herein. Any statement  contained herein or
in a  document,  all or a  portion  of which is  incorporated  or  deemed  to be
incorporated by reference  herein,  shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified  or amended,  to  constitute  a part of this  Registration
Statement.

                                      -1-
Item 8.     Exhibits.

   Exhibit
    Number                          Description of Exhibit
   _______                          ______________________

     5.1       Opinion of Sheppard, Mullin , Richter & Hampton, LLP

    23.1       Consent of Sheppard, Mullin , Richter & Hampton, LLP (included
               in its opinion filed as Exhibit 5.1)

    23.2       Consent of BDO Seidman, LLP

    24.1       Power of Attorney (See p.3)

                                      -2-
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  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 the City of Monrovia, State of California, on April 18, 2003.

                                STAAR SURGICAL COMPANY

                                By: /s/ David Bailey
                                    ____________________________________________
                                    David Bailey
                                    President and Chief Executive Officer

                              POWER OF ATTORNEY
                 FILING OF REGISTRATION STATEMENT ON FORM S-8

            KNOW ALL BY THESE PRESENTS,  that each of the undersigned  directors
and officers of STAAR Surgical Company, a Delaware  corporation (the "Company"),
hereby  nominate and appoint David Bailey and John Bily, and each of them acting
or signing singly, as his or her agents and attorneys-in-fact (the "Agents"), in
his or her respective name and in the capacity or capacities  indicated below to
execute  and/or  file,  with  all  exhibits  thereto,  and  other  documents  in
connection  therewith,  (1) a  registration  statement  on Form  S-8  under  the
Securities  Act of  1933,  as  amended,  (the  "Act"),  in  connection  with the
registration  under the Act of shares of the  Company's  common  stock  issuable
under the 1995 STAAR  Surgical  Company  Consultant  Stock Plan  (including  the
schedules and all exhibits and other documents filed therewith or constituting a
part thereof);  and (2) any one or more  amendments to any part of the foregoing
registration statement,  including any post-effective  amendments, or appendices
or  supplements  that may be  required  to be filed  under  the Act to keep such
registration statement effective or to terminate its effectiveness.

            Further,  the undersigned do hereby authorize and direct such agents
and  attorneys-in-fact  to take any and all actions and execute and file any and
all documents with the Securities and Exchange  Commission (the "SEC"), or state
regulatory agencies,  necessary, proper or convenient in their opinion to comply
with the Act and the  rules  and  regulations  or  orders  of the SEC,  or state
regulatory agencies, adopted or issued pursuant thereto, including the making of
any  requests  for  acceleration  of the  effective  date of  said  registration
statement,  to the end that the  registration  statement  of the  Company  shall
become effective under the Act and any other applicable law.

            Finally,  each of the  undersigned  does hereby ratify,  confirm and
approve each and every act and document  which the said  appointment  agents and
attorneys-in-fact may take, execute or file pursuant thereto with the same force
and  effect as though  such  action had been  taken or such  documents  had been
executed or filed by the undersigned respectively.

                                      -3-
This  Power of  Attorney  shall  remain in full  force and  effect
until revoked or superseded by written notice filed with the SEC.

            Pursuant  to  the   requirements   of  the  Securities  Act,  this
Registration  Statement has been signed below by the following  persons in the
capacities and on the dates indicated.
Signature                                Title                              Date
              _________                                _____                              ____
/s/ David Bailey
______________________________________      President, Chief Executive               April 18, 2003
David Bailey                                Officer, Chairman and Director
                                            (Principal Executive Officer)

/s/ John Bily
______________________________________      Chief Financial Officer and              April 18, 2003
John Bily                                   Chief Accounting Officer
                                            (Principal Financial and
                                            Accounting Officer)

/s/ Donald Duffy
______________________________________      Director                                 April 18, 2003
Donald Duffy

/s/ Dr. Volker D. Anhaeusser
______________________________________      Director                                 April 18, 2003
Dr. Volker D. Anhaeusser

/s/ John R. Gilbert
______________________________________      Director                                 April 18, 2003
John R. Gilbert

/s/ David Morrison
______________________________________      Director                                 April 18, 2003
David Morrison
-4-
EXHIBIT INDEX

Exhibit
Number                            Description of Exhibit
_______                           ______________________

     5.1       Opinion of Sheppard, Mullin , Richter & Hampton, LLP

    23.1       Consent of Sheppard, Mullin , Richter & Hampton, LLP (included
               in its opinion filed as Exhibit 5.1)

    23.2       Consent of BDO Seidman, LLP

    24.1       Power of Attorney (See p. 3)

                                      -5-