As filed with the Securities and Exchange Commission on December 12, 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
                             -------------------

                            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)

          STAAR SURGICAL COMPANY 2003 OMNIBUS EQUITY INCENTIVE PLAN
          Stock Option Agreement for John Edwards dated April 17, 2000
          Stock Option Agreement for Robert Mitchell dated May 9, 2000
         Stock Option Agreement for Robert Mitchell dated June 16, 2000
    Stock Option Agreement for Dr. David W. Shoemaker dated November 30, 1999
           Stock Option Agreement for Philip Stoney dated May 9, 2000
          Stock Option Agreement for Philip Stoney dated June 16, 1999
                            (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
<table>
<caption>
------------------------------------------------------------------------------------------
  Title of each
     class of                        Proposed maximum  Proposed maximum     Amount of
 securities to be    Amount to be     offering price       aggregate       registration
    registered       registered(1)     per share(2)    offering price(2)    fee(2)(3)
------------------------------------------------------------------------------------------
<S>                <C>                    <C>             <C>                 <C>
Common Stock, par  4,508,481 shares       $10.765         $48,533,798         $3,926
value $0.01 per
share
------------------------------------------------------------------------------------------
</table>
(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  December  5, 2003,  as
     reported on the Nasdaq Stock Market.
(3)  On December 12,  2003,  STAAR  Surgical  Company  deregistered  (i) 200,000
     shares of Common  Stock that  remained  unissued  pursuant  to Form S-8 No.
     333-104643  (originally  filed on April 21, 2003), (ii) 1,998,929 shares of
     Common Stock that  remained  unissued  pursuant to Form S-8 No.  333-104644
     (originally  filed on April 21, 2003),  and (iii) 200,000  shares of Common
     Stock that remained unissued pursuant to Form S-8 No. 333-90018 (originally
     filed on June 7,  2002),  and (iv)  63,736  shares  of  Common  Stock  that
     remained unissued  pursuant to Form S-8 No. 333-51064  (originally filed on
     December  1,  2000),  and (v)  134,316  shares of Common  Stock that remain
     unissued  pursuant to Form S-8 No. 333-52096  (originally filed on December
     18, 2000).  Pursuant to Rule 457(p),  the $3, 926 registration fee for this
     Form S-8 may be  reduced  by the  fees  previously  paid by STAAR  Surgical
     Company in respect of the shares that were  deregistered  on  December  12,
     2003.  The fee associated  with the 200,000  shares that were  deregistered
     under Form S-8 No.  333-104643  was $86,  and the fee  associated  with the
     1,998,929 shares that were  deregistered  under Form S-8 No. 333-104644 was
     $1,004,  and the fees   associated   with  the  200,000  shares  that  were
     deregistered  under Form S-8 No. 333-90018 was $84, and the fees associated
     with the  63,736  shares of Common  stock  deregistered  under Form S-8 No.
     333-51064  was $233,  and the fees  associated  with the 134,316  shares of
     Common  Stock   deregistered   under  Form  S-8  No.  333-52096  was  $533.
     Accordingly,  the  adjusted  registration  fee for  this  Form  S-8  (after
     offsetting the fees paid for the shares that were  deregistered on December
     12, 2003) is $1,986.


<PAGE>


                                EXPLANATORY NOTE

      This registration  statement on form S-8 registers the  4,423,481shares of
common  stock  available  for  issuance  under the STAAR  Surgical  Company 2003
Omnibus  Equity  Incentive  Plan.  2,838,616  of these  shares  are  subject  to
outstanding  options that were issued  pursuant to STAAR's 1995,  1996, 1998 and
Executive  plans (the "Prior  Plans").  The Prior Plans have been amended by and
are incorporated into the Omnibus Plan. However,  the Omnibus Plan provides that
an  outstanding  option that was granted  under a Prior Plan will continue to be
governed by the terms of that Prior Plan and the original option agreement under
which it was issued.  STAAR will not grant any new awards under the Prior Plans.
The  2,596,981  unissued  shares  subject  to  outstanding  options or that were
available for awards under the Prior Plans have been  de-registered  on December
12, 2003 and are being re-registered under this registration statement.

      This  registration  statement also registers 85,000 shares of common stock
subject to the following option  agreements,  which comprise  individual benefit
plans:

                                       Number of  Date of Option
       Name of Optionee                  Shares      Agreement
       ----------------                  ------      ---------

       John Edwards.................... 10,000     April 17, 2000
       Robert Mitchell................. 15,000     May 9, 2000
       Robert Mitchell................. 15,000     June 16, 1999
       Dr. David W. Shoemaker.......... 15,000     November 30, 1999
       Philip Stoney................... 15,000     May 9, 2000
       Philip Stoney................... 15,000     June 16, 1999

                                      -1-
<PAGE>

                                     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 STAAR  Surgical  Company
2003  Omnibus  Equity  Incentive  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").  These  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.

            The following reoffer  prospectus filed as part of this registration
statement has been prepared in accordance with General Instruction C of Form S-8
and, pursuant thereto,  may be used for reofferings and resales of the shares of
common stock registered  hereby. The reoffer prospectus is for use in reoffering
and  reselling  shares  of  common  stock  that  may be  deemed  to be  "control
securities" or "restricted securities."




                                      -2-
<PAGE>

                SUBJECT TO COMPLETION, DATED DECEMBER 12, 2003


      REOFFER PROSPECTUS
      ------------------

                                  [STAAR LOGO]

                             STAAR Surgical Company

                                1,585,000 Shares

                                  Common Stock

                                ($0.01 Par Value)

                                --------------

      This is an offering of common stock of STAAR Surgical  Company,  or STAAR.
All of the shares are being  offered by the selling  stockholders  listed in the
section of this prospectus entitled "Selling  Stockholders."  These stockholders
are our current or former  directors,  officers or employees.  They acquired the
common  stock  pursuant to grants  under our various  benefit  plans,  including
individual  employment  agreements.  We will not receive any  proceeds  from the
potential   sale  of  the   1,585,000   shares  being  offered  by  the  selling
stockholders.

      The  shares  of common  stock  are  "control  securities"  or  "restricted
securities"  under the  Securities  Act of 1933,  as amended,  before their sale
under this  reoffer  prospectus.  The  selling  stockholders  may resell  all, a
portion, or none of the shares of common stock from time to time.

      Our common  stock  trades on the Nasdaq  National  Market under the symbol
"STAA." On December  11, 2003,  the closing  sales price for our common stock on
the Nasdaq National Market was $11.16 per share.

                                --------------

      Investment  in our common  stock  involves a high  degree of risk.  Please
carefully consider the "Risk Factors" beginning on page 4 of this prospectus.

                                --------------

      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 prospectus is December 12, 2003.


<PAGE>

                                TABLE OF CONTENTS

                                                        Page
                                                        ----
                  Special Note Regarding
                     Forward-Looking Statements............1
                  Prospectus Summary.......................2
                  Risk Factors.............................4
                  Use of Proceeds.........................12
                  Selling Stockholders....................13
                  Plan of Distribution....................15
                  Legal Matters...........................17
                  Experts.................................17
                  Where You Can Find More Information.....17
                  Information Incorporated by Reference...18




      You should rely only on the information contained in this prospectus or to
which this  prospectus  specifically  refers you. We have not authorized  anyone
else to provide you with different  information.  This document may be used only
where it is legal to sell these  securities.  The information in this prospectus
may only be accurate on the date of this prospectus.

                                --------------

      Unless the context  otherwise  requires,  the terms "we,"  "our," "us" and
"STAAR" refer to STAAR Surgical Company and its subsidiaries.


              SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      Statements in this  prospectus  that are not statements of historical fact
are  forward-looking  statements.  These statements  relate to our future plans,
objectives,  expectations  and  intentions.  You may  generally  identify  these
statements by the use of words such as "expect,"  "anticipate," "intend," "plan"
and similar expressions.

      You should not place undue reliance on our forward-looking statements. Our
actual  results  could  differ   materially  from  those  anticipated  in  these
forward-looking  statements as a result of numerous risks and uncertainties that
are beyond  our  control,  including  those we  discuss  in "Risk  Factors"  and
elsewhere  in  this  prospectus,  and in our  other  reports  we file  with  the
Securities  and Exchange  Commission.  The  forward-looking  statements  in this
prospectus speak only as of the date of this prospectus, and you should not rely
on these  statements  without  also  considering  the  risks  and  uncertainties
associated with these statements and our business.


                                      -1-
<PAGE>


                               PROSPECTUS SUMMARY

STAAR Surgical Company

      STAAR is a provider of products  for eye care  professionals  operating in
three sectors of the ophthalmic products industry:  cataract surgery, refractive
surgery and glaucoma surgery. Our overall mission is to develop, manufacture and
market innovative,  high margin visual implants that improve a patient's quality
of vision.

      Cataract Surgery. Initially, our main product was a foldable,  implantable
silicone lens for use after small incision cataract  extraction.  The production
and sale of intraocular  lenses, or IOLs, remains our core business.  Since that
time we have  expanded  our range of IOLs and other  products  used in  cataract
surgery to also include the following:

      o  Silicone  Toric  IOLs,  used in  cataract  surgery to treat  astigmatic
         vision abnormalities;

      o  Collamer(R) IOLs, made of a proprietary  collagen-based material, which
         are used in cataract surgery to treat spherical vision abnormalities;

      o  STAARVISC(TM)II, a viscoelastic material;

      o  the SonicWAVE(TM)Phacoemulsification  System, which is used to remove a
         cataract  patient's  diseased  lens and has  unique low energy and high
         vacuum characteristics; and

      o  UltraVac(TM)   V1   tubing   for   use   with   certain    Venturi-type
         phacoemulsification machines.

These give us a rounded  portfolio of products to meet the needs of the cataract
surgeon. Currently, these products generate the majority of our revenues.

      Refractive  Surgery.  In the area of refractive  surgery, we have used our
uniquely   biocompatible  Collamer  material  to  develop  and  manufacture  the
Implantable Contact Lens(TM), or ICL(R), and the Toric Implantable Contact Lens,
or TICL(R),  to treat  refractive  disorders such as myopia  (near-sightedness),
hyperopia (far-sightedness) and astigmatism.  These disorders of vision affect a
large  proportion of the  population.  Unlike the IOL, which replaces a cataract
patient's  diseased lens, these products are designed to work with the patient's
natural lens to correct refractive errors.

      The ICL has not yet been approved for use in the United States, but in May
2003, STAAR submitted the final module of its Pre-Market Approval Submission for
the ICL to the United States Food and Drug  Administration.  On October 3, 2003,
the FDA  Ophthalmic  Devices  Panel of the Center for Devices  and  Radiological
Health  recommended that, with certain  conditions,  the FDA approve the ICL for
use in correcting  myopia in the range of -3 to -15 diopters and reducing myopia
in the range of -15 to -20 diopters.  If approved,  STAAR  believes that the ICL
will have a significant  market as an alternative  to LASIK and other  available
refractive surgical procedures and will likely replace cataract surgery products
as  STAAR's  largest  source  of  revenue.  The ICL is  approved  for use in the
countries  comprising the European Union and in Korea and Canada. The TICL is in
clinical  trials in the United States,  and is approved for use in the countries
comprising the European Union.

                                      -2-
<PAGE>

      Glaucoma Surgery.  STAAR has developed the AquaFlow(TM)  Collagen Glaucoma
Drainage  Device (the  "AquaFlow  Device") as a surgical  treatment for glaucoma
surgery.  The  AquaFlow  Device,  approved  by  the  FDA  in  July  2001,  is an
alternative  to current  methods of treating open angle  glaucoma.  The AquaFlow
Device is  implanted  in the sclera  (the white of the eye),  using a  minimally
invasive procedure, for the purpose of reducing intraocular pressure.

      Within each of these sectors, we also sell other instruments,  devices and
equipment  that we  manufacture  or  that  are  manufactured  by  others  in the
ophthalmic industry.  In general,  these products complement STAAR's proprietary
product range and allow us to compete more effectively.

      Our  executive  offices  are  located  at 1911  Walker  Avenue,  Monrovia,
California  91016,  and our  telephone  number is (626)  303-7902.  Our  website
address is  www.staar.com.  The information on our website is not a part of this
prospectus.

The Offering

      The selling stockholders listed in the section of this prospectus entitled
"Selling  Stockholders"  may offer and sell up to 1,585,000 shares of our common
stock.  These  stockholders  are our  current or former  directors,  officers or
employees.  They acquired the common stock  pursuant to grants under our various
benefit plans, including individual employment  agreements.  We will not receive
any proceeds  from the potential  sale of the 1,585,000  shares being offered by
the selling stockholders.

      The shares of common stock offered by this  prospectus  have the status of
"control  securities"  or  "restricted  securities"  under the Securities Act of
1933, as amended,  until their sale under this reoffer  prospectus.  The selling
stockholders  may resell all, a portion,  or none of the shares of common  stock
from time to time.

      Under this prospectus,  the selling  stockholders may sell their shares of
common  stock in the open  market at  prevailing  market  prices  or in  private
transactions at negotiated  prices.  They may sell the shares  directly,  or may
sell them through  underwriters,  brokers or dealers.  Underwriters,  brokers or
dealers may  receive  discounts,  concessions  or  commissions  from the selling
stockholders or from the purchaser,  and this compensation might be in excess of
the compensation  customary in the type of transaction involved. See the section
of this prospectus entitled "Plan of Distribution."



                                      -3-
<PAGE>

                                  RISK FACTORS

      An  investment  in our common  stock  involves a high  degree of risk.  In
addition  to the other  information  contained  in this  prospectus,  you should
carefully  consider the following risks and uncertainties  before purchasing our
common  stock.  If any of  these  risks  or  uncertainties  were to  occur,  our
business,  financial  condition and operating results could suffer serious harm.
In that case,  the trading price of our common stock could decline and you could
lose all or part of your investment.

Risks Related to Our Business

      We have a history of losses.

      We have reported losses in each of the last three fiscal years and have an
accumulated  deficit of $45.6  million as of  October  3, 2003.  If losses  from
operations continue, they could adversely affect the market price for our common
stock  and our  ability  to  obtain  new  financing.  In  June  2000,  we  began
implementing  a  restructuring  plan  aimed  at  reducing  costs  and  improving
operating  efficiency.  In  connection  with this plan,  we  recognized  pre-tax
charges to earnings of $15.3 million,  $7.8 million,  and $1.5 million in fiscal
2000, 2001, and 2002. While the  restructuring  plan has generally  improved our
profit  margins,  we cannot be certain  that we will  succeed in  restoring  our
profitability.

      We have been in default of the terms of our domestic loan agreement and
have limited access to credit.

      We have recently failed to comply with some of the financial  covenants of
our principal  domestic loan agreement,  including a failure to maintain minimum
levels of tangible net worth in the first  fiscal  quarter of 2003, a failure to
maintain  minimum  levels of  operating  income in the second  and third  fiscal
quarters  of 2002 and a failure to maintain  minimum  levels of cash flow in the
second fiscal quarter of 2002.  Accordingly,  we have had to obtain waivers from
our lender or modifications of our loan agreement.  As of June 19, 2003, we have
paid off and eliminated our domestic loan, and have outstanding  balances on the
loans of our European  subsidiaries  of  approximately  $3.3  million,  based on
exchange rates on October 3, 2003. In the near term, we believe that  sufficient
cash to fund  operations  and  current  growth  plans will be  provided  by cash
generated  from  operations  and the  proceeds  of our  June  11,  2003  private
placement,  in which  we  raised  proceeds,  net of  placement  agent  fees,  of
approximately  $9  million  by selling  1,000,000  shares of our  common  stock.
However,  it is  likely  that in the  future  we will  need  access to credit to
finance  operations and fund future growth.  Because of our history of losses we
may not be able secure  adequate  financing for these purposes on terms that are
favorable to us or on any terms.

      Our success depends on the ICL, which has not been approved for use in
the United States.

      We have devoted  significant  resources  and  management  attention to the
development and  introduction of our ICL and TICL. Our management  believes that
the future  success of STAAR depends on the approval of the ICL by the FDA and a
successful  launch of the ICL in North America.  The ICL is already approved for
use in the countries  comprising  the European  Union and Canada and in parts of
Asia.  The TICL is approved  for use in the  countries  comprising  the European
Union.  In May 2003,  we submitted the final module of our  Pre-Market  Approval
Submission  for the ICL to the FDA,  and on  October  3,  2003 the FDA  Advisory
Committee recommended that FDA approve,  with conditions,  specified uses of the
ICL.  The FDA has not yet acted on this  recommendation,  and it could decide to
reject  the  Advisory  Committee's  recommendations.  If the FDA does not  grant
approval of the ICL, or  significantly  delays its  approval,  our prospects for
success will be severely diminished.

                                      -4-
<PAGE>

      Our success depends on the successful marketing of the ICL in the
United States market.

      Even if it is approved  by the FDA,  the ICL will not reach its full sales
potential  unless we  successfully  plan and execute its launch and marketing in
the United  States.  This will present new challenges to our sales and marketing
staff and to our independent manufacturers' representatives.  In countries where
the ICL has been approved to date, our sales have grown steadily, but slowly. In
the United  States in  particular,  patients who might benefit from the ICL have
already been exposed to a great deal of  advertising  and publicity  about laser
refractive surgery, but have little if any awareness of the ICL. As a result, we
expect to make extensive use of advertising and promotion  targeted to potential
patients through providers, and to carefully manage the introduction of the ICL.
We do not have unlimited  resources and we cannot predict whether the particular
marketing,  advertising and promotion strategies we pursue will be as successful
as we intend. If we do not successfully  market the ICL in the United States, we
will not achieve our planned profitability and growth.

      Our core domestic business has suffered declining sales, which sales of
new products have only partially offset.

      STAAR  pioneered  the  foldable IOL for use in cataract  surgery,  and the
foldable silicone IOL remains our largest source of revenue. Since we introduced
the product,  however,  competitors  have introduced IOLs employing a variety of
designs and  materials.  Over the years these  products have  gradually  taken a
larger  share of the IOL  market,  while the  market  share  for STAAR  IOLs has
decreased.  In  particular,  many  surgeons  now choose  lenses  made of acrylic
material  rather  than  silicone  for their  typical  patients.  In an effort to
maintain our competitive  position we have introduced a new  biocompatible  lens
material,  Collamer,  to our  line of  IOLs.  We have  also  introduced  new IOL
designs,  such as the Toric IOL, pioneered  cartridge-injector  systems for lens
insertion,  and have  continued to improve and refine the silicone IOL. Sales of
these new products,  however,  have only partially offset declining sales of our
silicone IOLs.

      We depend on independent manufacturers' representatives.

      In an effort to reduce costs and bring our products to a wider market,  we
have  entered  into  long-term  agreements  with  several  independent  regional
manufacturers'  representatives,  who introduce our products to eye surgeons and
provide  the  training  needed to begin  using some of our  products.  Under our
agreements with these representatives,  each receives a commission on all of our
sales within a specified region,  including sales on products we sell into their
territories without their assistance.  Because they are independent contractors,

                                      -5-
<PAGE>

we have a limited ability to manage these representatives or their employees. In
addition,  a  representative  may  represent  manufacturers  other  than  STAAR,
although not in  competing  products.  We have been  relying on the  independent
representatives to introduce our new products like Collamer IOLs, Toric IOLs and
the AquaFlow  Device,  and we will rely on them, in part, to help  introduce the
ICL if it is  approved.  However,  we are also  introducing  direct  application
specialists  to assist in proctoring  and surgeon  training to ensure  physician
compliance  and enhance  patient  outcomes as a means of growing this segment of
the  market.  If the  introduction  of  direct  application  specialists  is not
successful,  or our  independent  manufacturers'  representatives  do not devote
sufficient  resources to marketing our  products,  or if they lack the skills or
resources to market our new products,  our new products will fail to reach their
full sales potential and sales of our established products could decline.

      Product recalls have been costly and may be so in the future.

      Implantable  medical devices must be manufactured to the highest standards
and tolerances,  and often incorporate newly developed  technology.  Despite all
efforts to achieve the  highest  level of quality  control and advance  testing,
from time to time  defects or  technical  flaws in our  products may not come to
light until after the products are sold or consigned. In those circumstances, we
have previously made voluntary  recalls of our products.  Recalls  significantly
impacted  our  revenue in 2001  when,  in  separate  instances,  we  voluntarily
recalled our three-piece  Collamer lens and certain  silicone  lenses,  and as a
result wrote down  approximately $3.4 million in inventory in that year. Similar
recalls could take place again.  Courts or regulators can also impose  mandatory
recalls on us, even if we believe our products are safe and  effective.  Recalls
result in lost  sales of the  recalled  products  themselves,  and can result in
further lost sales while replacement  products are  manufactured,  especially if
the  replacements  must be  redesigned.  If recalled  products have already been
implanted,  we may bear some or all of the cost of corrective  surgery.  Recalls
may also damage our professional  reputation and the reputation of our products.
The inconvenience caused by recalls and related interruptions in supply, and the
damage to our reputation,  could cause some  professionals to discontinue  using
our products.

      We compete with much larger companies.

      Our competitors,  including Bausch & Lomb, Inc.,  Advanced Medical Optics,
Inc. (AMO),  Alcon, Inc., Pfizer,  Inc. and the CIBA Vision division of Novartis
AG, have much greater financial resources than we do and some of them have large
international  markets for a full suite of  ophthalmic  products.  Their greater
resources for research, development and marketing, and their greater capacity to
offer comprehensive  products and equipment to providers,  make it difficult for
us to compete. We have lost significant market share to some of our competitors.

      Most of our products have single-site manufacturing approvals, exposing
us to risks of business interruption.

      We  manufacture  all of our  products  either at our facility in Monrovia,
California  or our  facility in Nidau,  Switzerland.  Most of our  products  are
approved  for  manufacturing  only at one of these  sites.  Before  we can use a
second  manufacturing site for an implantable device we must obtain the approval
of regulatory  authorities.  Because this process is expensive we have generally

                                      -6-
<PAGE>

not sought  approvals  needed to manufacture at an additional site. If a natural
disaster,  fire,  or  other  serious  business  interruption  struck  one of our
manufacturing facilities, it could take a significant amount of time to validate
a second site and replace lost product.  We could lose customers to competitors,
thereby reducing sales, profitability and market share.

Risks Related to the Ophthalmic Products Industry

      If we fail to keep pace with advances in our industry or fail to
persuade physicians to adopt the new products we introduce, customers may not
buy our products and our revenue may decline.

      Constant  development of new  technologies  and  techniques,  frequent new
product  introductions and strong price competition  characterize the ophthalmic
industry.  The first  company to  introduce a new product or technique to market
usually gains a significant competitive advantage. Our future growth depends, in
part, on our ability to develop  products to treat diseases and disorders of the
eye that are more effective,  safer, or incorporate emerging technologies better
than our  competitors'  products.  Sales of our  existing  products  may decline
rapidly if one of our competitors  introduces a substantially  superior product,
or if we  announce  a new  product  of our  own.  Similarly,  if we fail to make
sufficient   investments  in  research  and   development  or  if  we  focus  on
technologies  that do not lead to  better  products,  our  current  and  planned
products could be surpassed by more effective or advanced products.

      In addition,  we must manufacture  these products  economically and market
them successfully by persuading a sufficient number of eye care professionals to
use them. For example, glaucoma requires ongoing treatment over a long period of
time; thus, many doctors are reluctant to switch a patient to a new treatment if
the patient's current treatment for glaucoma remains effective.  This has been a
challenge in selling our new Aquaflow Device.

      Resources devoted to research and development may not yield new
products that achieve commercial success.

      We spent 10.3% of our revenue on research and development during the first
nine months of 2003, and we expect to spend  comparable  amounts annually in the
future.  Development  of new  implantable  technology,  from  discovery  through
testing and  registration to initial product launch,  is expensive and typically
takes from three to seven years.  Because of the complexities and  uncertainties
of ophthalmic research and development, products we are currently developing may
not complete the development process or obtain the regulatory approvals required
for us to market the products  successfully.  It is possible that few or none of
the products currently under development will become commercially successful.

      Failure of users of our products to obtain adequate reimbursement from
third-party payors could limit market acceptance of our products, which could
affect our sales and profits.

      Many of our  products,  in  particular  IOLs and  products  related to the
treatment of glaucoma,  are used in  procedures  that are  typically  covered by
health insurance, HMO plans, Medicare or Medicaid. These third-party payors have
recently  been trying to contain  costs by  restricting  the types of procedures
they  reimburse to those viewed as most  cost-effective  and capping or reducing
reimbursement  rates.  These polices could adversely  affect sales and prices of

                                      -7-
<PAGE>

our  products.  Physicians,  hospitals  and other health care  providers  may be
reluctant  to purchase  our  products if  third-party  payors do not  adequately
reimburse  them  for the  cost  of our  products  and  the  use of our  surgical
equipment. For example:

      o  Major third-party  payors for hospital services,  including  government
         insurance plans,  Medicare,  Medicaid and private health care insurers,
         have substantially  revised their payment methodologies during the last
         few  years,  resulting  in  stricter  standards  for  reimbursement  of
         hospital and outpatient charges for some medical procedures,  including
         cataract procedures and IOLs;

      o  Numerous  legislative  proposals have been considered that, if enacted,
         would result in major reforms in the United States' health care system,
         which could have an adverse effect on our business;

      o  Our competitors  may reduce the prices of their  products,  which could
         result in third-party payors favoring our competitors;

      o  There are proposed and existing laws and regulations  governing maximum
         product  prices and the  profitability  of companies in the health care
         industry; and

      o  There have been recent  initiatives by third-party  payors to challenge
         the prices charged for medical  products.  Reductions in the prices for
         our  products in response to these  trends  could  reduce our  profits.
         Moreover,  our products may not be covered in the future by third-party
         payors, which would also reduce our sales.

      We are subject to extensive government regulation, which increases our
costs and could prevent us from selling our products.

      Government  regulations and agency  oversight apply to every aspect of our
business, including testing,  manufacturing,  safety and environmental controls,
efficacy,  labeling,  advertising,  promotion,  record  keeping,  the  sale  and
distribution  of  products  and  samples.  We are  also  subject  to  government
regulation  over the  prices we charge and the  rebates  we offer to  customers.
Complying  with  government  regulation  substantially  increases  the  cost  of
developing, manufacturing and selling our products.

      In the  United  States,  we must  obtain  approval  from  the FDA for each
product that we market.  Competing in the ophthalmic  products industry requires
us to  continuously  introduce new or improved  products and  processes,  and to
submit  these to the FDA for  approval.  Obtaining  FDA  approval  is a long and
expensive process, and approval is never certain.

      Products  distributed  outside  of the United  States are also  subject to
government regulation,  which may be equally or more demanding. Our new products
could  take a  significantly  longer  time  than we  expect  to gain  regulatory
approval and may never gain approval.  If a regulatory authority delays approval
of a potentially significant product, the potential sales of the product and its
value to us can be substantially  reduced. Even if the FDA or another regulatory

                                      -8-
<PAGE>

agency  approves a product,  the  approval may limit the  indicated  uses of the
product, or may otherwise limit our ability to promote,  sell and distribute the
product, or may require  post-marketing  studies. If we cannot obtain regulatory
approval of our new products,  or if the approval is too narrow,  we will not be
able to market these  products,  which would  eliminate or reduce our  potential
sales and earnings.

      The global nature of our business may result in fluctuations and
declines in our sales and profits.

      Our  products  are  sold  in  more  than  39   countries.   Revenues  from
international operations make up a significant portion of our total revenue. For
the nine months ended  October 3, 2003 revenues  from  international  operations
were 53%. The results of operations  and the financial  position of our offshore
operations  are reported in the relevant local  currencies  and then  translated
into United States dollars at the applicable exchange rates for inclusion in our
consolidated financial statements, exposing us to translation risk. In addition,
we are exposed to transaction  risk because some of our expenses are incurred in
a different  currency from the currency in which our revenues are  received.  In
2003, our most significant currency exposures were to the Euro, the Swiss Franc,
and the  Australian  dollar.  The exchange  rates  between these and other local
currencies and the United States dollar may fluctuate substantially. We have not
attempted to offset our exposure to these risks by investing in  derivatives  or
engaging in other hedging transactions.  Fluctuations in the value of the United
States dollar against other currencies have had a material adverse effect on our
operating margins and profitability in the past, and may have similar effects in
the future.

      Economic,  social and  political  conditions,  laws,  practices  and local
customs  vary widely  among the  countries  in which we sell our  products.  Our
operations  outside  of the United  States are  subject to a number of risks and
potential costs,  including lower profit margins,  less stringent  protection of
intellectual  property and economic,  political and social  uncertainty  in some
countries,  especially in emerging  markets.  Our continued  success as a global
company depends,  in part, on our ability to develop and implement  policies and
strategies that are effective in anticipating and managing these and other risks
in the countries where we do business. These and other risks may have a material
adverse effect on our  operations in any particular  country and on our business
as a whole.  We price  some of our  products  in U.S.  dollars,  and as a result
changes in exchange  rates can make our products more expensive in some offshore
markets and reduce our  revenues.  Inflation in emerging  markets also makes our
products  more  expensive  there and  increases the credit risks to which we are
exposed.  We have  experienced  currency  fluctuations,  inflation  and volatile
economic  conditions,  which  have  affected  our  profitability  in the past in
several markets, including Japan, Switzerland, the European Union and Australia,
and we may experience such effects in the future.

      We depend on proprietary technologies, but may not be able to protect
our intellectual property rights adequately.

      We have numerous  patents and pending  patent  applications.  We rely on a
combination of contractual  provisions,  confidentiality  procedures and patent,
trademark,  copyright and trade secrecy laws to protect the proprietary  aspects

                                      -9-
<PAGE>

of our technology.  These legal measures  afford limited  protection and may not
prevent our  competitors  from gaining access to our  intellectual  property and
proprietary  information.  Any of our  patents may be  challenged,  invalidated,
circumvented or rendered unenforceable.  Furthermore,  we cannot be certain that
any pending  patent  application  held by us will result in an issued  patent or
that if patents are issued to us, the patents will provide meaningful protection
against competitors or competitive technologies.  Litigation may be necessary to
enforce our intellectual  property  rights,  to protect our trade secrets and to
determine the validity and scope of our proprietary rights. Any litigation could
result in  substantial  expense,  may reduce our profits and may not  adequately
protect our  intellectual  property  rights.  In addition,  we may be exposed to
future  litigation by third  parties based on claims that our products  infringe
their  intellectual  property rights.  This risk is exacerbated by the fact that
the  validity  and  breadth of claims  covered by  patents in our  industry  may
involve complex legal issues that are not fully resolved.

      Any  litigation or claims  against us,  whether or not  successful,  could
result in substantial costs and harm our reputation.  In addition,  intellectual
property litigation or claims could force us to do one or more of the following:
to cease selling or using any of our products that  incorporate  the  challenged
intellectual property,  which would adversely affect our revenue; to negotiate a
license from the holder of the intellectual  property right alleged to have been
infringed, which license may not be available on reasonable terms, if at all; or
to redesign our products to avoid infringing the intellectual property rights of
a  third  party,  which  may be  costly  and  time-consuming  or  impossible  to
accomplish.

      We obtain some of the components of our products from a single source,
and an interruption in the supply of those components could reduce our
revenue.

      We obtain some of the  components  for our products from a single  source.
For example,  only one supplier  produces the raw material for the  STAARVISC II
viscoelastic  product.  Although we believe we could find alternate supplies for
any of these  components,  the loss or  interruption  of any of these  suppliers
could  increase  costs,  reducing  our  revenue and  profitability,  or harm our
customer relations by delaying product deliveries.

      We may not successfully develop and launch replacements for our
products that lose patent protection.

      Most of our  products  are  covered  by  patents  that give us a degree of
market exclusivity during the term of the patent. We have also earned revenue in
the past by  licensing  some of our  patented  technology  to  other  ophthalmic
companies.  The legal  life of a patent is 20 years  from  application.  Patents
covering our products will expire from this year through the next 20 years. Upon
patent  expiration,  our  competitors  may  introduce  products  using  the same
technology. As a result of this possible increase in competition, we may need to
charge a lower price in order to  maintain  sales of our  products,  which could
make these  products  less  profitable.  If we fail to develop and  successfully
launch  new  products  prior  to the  expiration  of  patents  for our  existing
products,  our sales and profits with respect to those  products  could  decline
significantly.  We may not be able  to  develop  and  successfully  launch  more
advanced replacement products before these and other patents expire.

                                      -10-
<PAGE>

      Our activities involve hazardous materials and emissions and may
subject us to environmental liability.

      Our  manufacturing,   research  and  development   practices  involve  the
controlled  use of  hazardous  materials.  We are subject to federal,  state and
local  laws  and  regulations  in the  various  jurisdictions  in  which we have
operations governing the use, manufacturing,  storage,  handling and disposal of
these materials and certain waste products.  Although we believe that our safety
and  environmental  procedures  for  handling and  disposing of these  materials
comply with legally  prescribed  standards,  we cannot completely  eliminate the
risk of  accidental  contamination  or injury  from  these  materials.  Remedial
environmental  actions could require us to incur  substantial  unexpected costs,
which would  materially and adversely  affect our results of  operations.  If we
were involved in a major  environmental  accident or found to be in  substantial
non-compliance  with applicable  environmental laws, we could be held liable for
damages or penalized with fines.

      We risk losses through litigation.

      We are currently party to various claims and legal proceedings arising out
of the normal course of our business.  These claims and legal proceedings relate
to contractual rights and obligations, employment matters, and claims of product
liability.  While we do not believe that any of the claims known to us is likely
to have a  material  adverse  effect on our  financial  condition  or results of
operations,  new claims or unexpected  results of existing  claims could lead to
significant financial harm.

      We depend on key employees.

      We depend on the continued  service of our senior management and other key
employees.  The loss of a key  employee  could  hurt our  business.  We could be
particularly hurt if any key employee or employees went to work for competitors.
Our future  success  depends  on our  ability to  identify,  attract,  train and
motivate other highly skilled  personnel.  Failure to do so may adversely affect
future results.

Risks Related to Ownership of Our Common Stock

      Our Certificate of Incorporation could delay or prevent an acquisition
or sale of our company.

      Our  Certificate  of  Incorporation  empowers  the Board of  Directors  to
establish  and issue a class of preferred  stock,  and to determine  the rights,
preferences and privileges of the preferred  stock. We also have a Stockholders'
Rights  Plan,  which  could  discourage  a third  party from  making an offer to
acquire us. These  provisions  give the Board of Directors the ability to deter,
discourage  or make more  difficult a change in control of our company,  even if
such a change in control would be in the interest of a significant number of our
stockholders or if such a change in control would provide our stockholders  with
a substantial premium for their shares over the then-prevailing market price for
the common stock.

                                      -11-
<PAGE>

      Our bylaws contain other provisions that could have an anti-takeover
effect, including the following:

      o  only one of the three classes of directors is elected each year;

      o  stockholders have limited ability to remove directors;

      o  stockholders cannot call a special meeting of stockholders; and

      o  stockholders must give advance notice to nominate directors.

      Anti-takeover provisions of Delaware law could delay or prevent an
acquisition of our company.

      We are  subject to the  anti-takeover  provisions  of  Section  203 of the
Delaware General Corporation Law, which regulates corporate acquisitions.  These
provisions could discourage potential  acquisition  proposals and could delay or
prevent a change in  control  transaction.  They  could  also have the effect of
discouraging others from making tender offers for our common stock or preventing
changes in our management.

      Future sales of our common stock may depress our stock price.

      The market  price of our common  stock could be subject to downward  price
pressure  as a result of sales of our  recent  private  placement  of  1,000,000
shares of common stock, which have been registered for resale, or the perception
that these sales could occur. In addition,  the perception that we might conduct
similar private  placements  followed by public offering of the privately placed
shares  could  make it more  difficult  for us to  raise  funds  through  future
offerings of common stock. As of December 11, 2003, there were 18,397,190 shares
of our common stock  outstanding,  with another 2,485,133 shares of common stock
issuable upon exercise of options  granted under our stock option plans or under
certain agreements with our senior officers.  Some of the stock underlying these
options has been registered for resale with the SEC.

      The market price of our common stock is likely to be volatile.

      Our stock price has fluctuated widely, ranging from $2.90 to $15.44 within
the past year,  as of December  11,  2003.  Our stock  price  could  continue to
experience  significant  fluctuations  in response to factors  such as quarterly
variations  in  operating   results,   operating  results  that  vary  from  the
expectations  of  securities  analysts  and  investors,   changes  in  financial
estimates,  changes in market valuations of competitors,  announcements by us or
our competitors of a material nature,  additions or departures of key personnel,
future  sales of common  stock  and stock  volume  fluctuations.  Also,  general
political   and  economic   conditions   such  as  recession  or  interest  rate
fluctuations may adversely affect the market price of our stock.


                                 USE OF PROCEEDS

      All shares of common stock sold pursuant to this  prospectus  will be sold
by the selling  stockholders for their own accounts.  We will not receive any of
the  proceeds  from the  sale of  shares  of our  common  stock  by the  selling
stockholders.


                                      -12-
<PAGE>

                              SELLING STOCKHOLDERS

     The  following  table  lists  the  number of  shares  of our  common  stock
registered for sale by the selling  stockholders under this prospectus.  It also
shows the total  number of shares of common  stock  owned by each of them before
and after the  offering,  and the  percentage  of our total  outstanding  shares
represented  by these amounts.  The table assumes that the selling  stockholders
will sell all of the common  stock being  offered by this  prospectus  for their
accounts.  However,  the selling  stockholders have no obligation to sell any of
their  shares,  so we cannot  determine the exact number of shares they actually
will sell.

     The selling  stockholders are our current or former directors,  officers or
employees.  They acquired the common stock  pursuant to grants under our various
benefit plans, including individual employment agreements.

     The table is based on information provided by the selling stockholders, and
does not necessarily  indicate beneficial  ownership for any other purpose.  The
number of shares of common stock beneficially owned by the selling  stockholders
is  determined  in  accordance  with the  rules of the  SEC.  The term  "selling
stockholders"  includes the  stockholders  listed  below and their  transferees,
assignees,  pledgees,  donees or other  successors.  The  percent of  beneficial
ownership for each selling  stockholder is based on 18,397,190  shares of common
stock outstanding as of December 11, 2003.
<table>
<caption>
                                                                 Percent of
                                               Number of         Outstanding
                                                 Shares            Shares           Number of
                                              Beneficially      Beneficially          Shares
Name of Selling Stockholder and               Owned Prior       Owned Prior         Covered by
Title or Relationship with                         to                 to              this
  STAAR Surgical Company                      Offering(1)       Offering (1)      Prospectus (2)
  ----------------------                      -----------       ------------      --------------
<S>                                             <C>                   <C>             <C>
David Bailey
   Chairman and Chief Executive Officer........ 880,754               4.8%            990,000
John Bily
   Chief Financial Officer....................   66,666                *              150,000
John Santos
   Senior Vice President
   Planning and Corporate Development.........  108,000                *              103,000
Helene Lamielle
   Vice President, Scientific Affairs.........   50,000                *              125,000
Nicholas Curtis
   Senior Vice President
   Sales and Marketing........................   28,000                *              135,000
Volker Anhaeusser
   Director...................................  119,425                *              105,000
John R. Gilbert
   Director...................................   60,000                *               60,000
David Morrison
   Director and Consultant....................   68,000                *               68,000
Donald Duffy
   Director...................................   20,000                *               60,000
</table>
-------------
* Represents less than 1% of the outstanding shares.

(1)  The number and  percentage  of shares  beneficially  owned is determined in
     accordance  with Rule  13d-3 of the  Securities  Exchange  Act of 1934,  as
     amended,  and the information is not  necessarily  indicative of beneficial
     ownership  for any other  purpose.  Under Rule 13d-3,  the number of shares
     beneficially  owned  includes  any  shares as to which a person has sole or
     shared voting power or investment power. Shares that a person has the right
     to acquire  within 60 days of the date of this  prospectus  are included in
     the shares owned by that person and are treated as outstanding for purposes
     of  calculating  the ownership  percentage of that person,  but not for any
     other person.  This beneficial  shares listed for the Selling  Stockholders
     include the following number of options  exercisable  within 60 days of the
     date of this  prospectus:  David Bailey,  830,000;  John Bily 66,666;  John
     Santos, 103,000;  Helene Lamielle,  50,000; Nicholas Curtis, 25,000, Volker
     Anhaeusser,  105,000; John R. Gilbert, 60,000; David Morrison,  68,000; and
     Donald Duffy, 20,000.

(2)  The shares covered by this prospectus include shares beneficially  owned by
     the Selling Stockholder as of the date of this prospectus and the following
     number of shares subject to options that are not exercisable within 60 days
     of this  prospectus:  David  Bailey,  160,000;  John  Bily,  83,334;  Helen
     Lamielle, 75,000; Nicholas Curtis, 110,000; Donald Duffy, 40,000.

                                      -13-
<PAGE>

                              PLAN OF DISTRIBUTION

      The  selling   stockholders   and  their   successors,   including   their
transferees,  pledgees or donees, may sell the shares covered by this prospectus
from time to time for their own accounts.  They will act  independently of us in
making  decisions  regarding the timing,  manner and size of each sale. They may
sell  their  shares on the Nasdaq  National  Market or other  exchanges,  in the
over-the-counter market or in privately negotiated  transactions.  They may sell
their shares directly or through underwriters, broker-dealers or agents, who may
receive compensation in the form of discounts,  concessions, or commissions from
the selling  stockholder or from the purchasers of the shares.  The compensation
received by a  particular  underwriter,  broker,  dealer or agent  might  exceed
customary commissions.

      The  shares of common  stock  may be sold in one or more  transactions  at
fixed prices, at prevailing market prices at the time of sale, at prices related
to the  prevailing  market prices,  at varying prices  determined at the time of
sale, or at negotiated prices.

      The  selling  stockholders  may  sell  their  shares  through  any  of the
following methods or any combination of these methods:

      o  purchases  by a broker  or  dealer as a  principal  and  resale by that
         broker or dealer for its own account under this prospectus;

      o  ordinary  brokerage  transactions  and transactions in which the broker
         solicits  purchasers,  which may include long or short sales made after
         the   effectiveness  of  the  registration   statement  of  which  this
         prospectus is a part;

      o  cross trades or block  trades in which the broker or dealer  engaged to
         make the sale will attempt to sell the securities as an agent,  but may
         position and resell a portion of the block as a principal to facilitate
         the transaction;

      o  through the writing of options;

      o  in other  ways not  involving  market  makers  or  established  trading
         markets,  including  direct sales to  purchasers  or sales made through
         agents;

      o  any combination of the above transactions; or

      o  any other lawful method.

      In addition,  any securities  covered by this prospectus which qualify for
sale in compliance  with Rule 144  promulgated  under the Securities Act of 1933
may be sold under Rule 144 rather than under this prospectus.

      The  selling   stockholder  may  enter  into  hedging   transactions  with
broker-dealers in connection with  distributions of the shares or otherwise.  In
these transactions,  broker-dealers may engage in short sales of common stock in
the course of hedging the positions they assume with the selling stockholder.

                                      -14-
<PAGE>

      The selling  stockholders  also may sell shares  short and  redeliver  the
shares to close out such short  positions.  They may enter into options or other
transactions with  broker-dealers that require the delivery to the broker-dealer
of the shares.  The  broker-dealer  may then resell or  otherwise  transfer  the
shares  covered by this  prospectus  (which may be  amended or  supplemented  to
reflect the transaction).  The selling  stockholders also may loan or pledge the
shares to a  broker-dealer  or another  financial  institution.  If the  selling
stockholders  default on the loan or the obligation  secured by the pledge,  the
broker-dealer or institution may sell the shares so loaned or pledged under this
prospectus (which may be amended or supplemented to reflect the transaction).

      Broker-dealers  or  agents  may  receive   compensation  in  the  form  of
commissions,   discounts   or   concessions   from  the  selling   stockholders.
Broker-dealers  or agents may also receive  compensation from the purchasers for
whom  they  act  as  agents  or to  whom  they  sell  as  principals,  or  both.
Compensation  received  by a  particular  broker-dealer  might be in  excess  of
customary commissions and will be in amounts to be negotiated in connection with
the sale.

      Broker-dealers or agents and any other participating broker-dealers or the
selling  stockholders may be deemed to be  "underwriters"  within the meaning of
Section  2(11)  of the  Securities  Act in  connection  with  sales  of  shares.
Accordingly,  any such commission,  discount or concession  received by them and
any  profit on the resale of the  shares  purchased  by them may be deemed to be
underwriting discounts or commissions under the Securities Act.

      The selling  stockholders  have advised us that they have not entered into
any  agreements,   understandings  or  arrangements  with  any  underwriters  or
broker-dealers  regarding  the sale of  their  securities  and that  there is no
underwriter or  coordinating  broker acting in connection with the proposed sale
of shares by the selling stockholders.

      We are bearing all costs of  registering  the shares under the  Securities
Act, including  registration and filing fees, printing expenses,  administrative
expenses and certain legal and accounting  fees. The selling  stockholders  will
bear all selling  expenses,  including  discounts,  commissions or other amounts
payable to underwriters, dealers or agents as well as fees and disbursements for
legal counsel retained by any selling stockholder.

      The  selling  stockholders  may agree to  indemnify  any agent,  dealer or
broker-dealer  that  participates  in  transactions  involving  sales of  shares
against liabilities, including liabilities arising under the Securities Act.

      Because the selling stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities  Act, they will be subject to the
prospectus  delivery  requirements  of the Securities Act. If we are required to
supplement this prospectus or post-effectively  amend the registration statement
to disclose a specific  plan of  distribution  of the selling  stockholder,  the
supplement  or  amendment   will  describe  the   particulars  of  the  plan  of
distribution,  including the shares of common stock, purchase price and names of
any agent, broker,  dealer, or underwriter or arrangements  relating to any such
an entity or applicable commissions.

                                      -15-
<PAGE>

      Under applicable rules and regulations  under the Securities  Exchange Act
of 1934, as amended,  no person  engaged in the  distribution  of the shares may
simultaneously  engage in market  making  activities  with respect to our common
stock for a restricted  period before the commencement of the  distribution.  In
addition,  the selling stockholders will be subject to applicable  provisions of
the Securities  Exchange Act and the associated rules and regulations  under the
Securities  Exchange Act,  including  Regulation M, the  provisions of which may
limit  the  timing  of  purchases  and  sales  of  the  shares  by  the  selling
stockholders.

      We  will  make  copies  of  this  prospectus   available  to  the  selling
stockholders  and have informed the selling  stockholders of the need to deliver
copies of this prospectus to purchasers at or before the time of any sale of the
shares.

      Our common stock is traded on the Nasdaq  National Market under the symbol
"STAA." The  transfer  agent for our shares of common  stock is  American  Stock
Transfer & Trust Co., 59 Maiden Lane, New York, NY 10038.


                                  LEGAL MATTERS

      The  validity  of the  issuance  of the  shares  of  common  stock in this
offering will be passed upon for us by Sheppard,  Mullin, Richter & Hampton LLP,
Los Angeles, California.


                                     EXPERTS

      The  consolidated   financial  statements  and  the  related  consolidated
financial  statement schedule  incorporated in this prospectus by reference from
our Annual  Report on Form 10-K for the fiscal  year ended  January 3, 2003,  as
amended,  have been audited by BDO Seidman,  LLP,  independent  certified public
accountants,  as stated in their report dated February 21, 2003 (except for Note
18, as to which the report is dated  March 26,  2003,  and Notes 6 and 19, as to
which the report is dated November 17, 2003),  which is  incorporated  herein by
reference,  and have been so  incorporated  in reliance  upon the report of such
firm given upon their authority as experts in accounting and auditing.


                       WHERE YOU CAN FIND MORE INFORMATION

      Because we are subject to the informational requirements of the Securities
Exchange Act, we file reports,  proxy statements and other  information with the
SEC. You may read and copy these reports, proxy statements and other information
at the public reference room maintained by the SEC at the following address:

                        Public Reference Room
                        450 Fifth Street, N.W.
                        Washington, D.C. 20549

You may obtain  information  on the  operation of the public  reference  room by
calling  the  SEC at  (800)  SEC-0330.  In  addition,  we are  required  to file
electronic  versions  of those  materials  with the SEC  through the SEC's EDGAR
system.  The SEC  maintains  a web site at  http://www.sec.gov,  which  contains
reports,  proxy statements and other information regarding registrants that file
electronically with the SEC.

                                      -16-
<PAGE>

      We have filed with the SEC a registration  statement on Form S-3 under the
Securities Act with respect to the securities offered with this prospectus. This
prospectus  does  not  contain  all  of  the  information  in  the  registration
statement,  parts of which we have  omitted,  as  allowed  under  the  rules and
regulations  of the SEC.  You should  refer to the  registration  statement  for
further information with respect to us and our securities.  Statements contained
in this  prospectus as to the contents of any contract or other document are not
necessarily  complete  and, in each  instance,  we refer you to the copy of each
contract or document filed as an exhibit to the registration  statement.  Copies
of the registration  statement,  including  exhibits,  may be inspected  without
charge at the SEC's  principal  office in  Washington,  D.C., and you may obtain
copies from that office upon payment of the fees prescribed by the SEC.

      We will  furnish  without  charge  to each  person  to whom a copy of this
prospectus is delivered, upon written or oral request, a copy of the information
that has been  incorporated by reference into this prospectus  (except exhibits,
unless they are  specifically  incorporated by reference into this  prospectus).
You should direct any requests for copies to: Investor Relations, STAAR Surgical
Company, 1911 Walker Avenue, Monrovia,  California 91016, telephone number (626)
303-7902.


                      INFORMATION INCORPORATED BY REFERENCE

      The Securities and Exchange Commission,  or SEC, allows us to "incorporate
by reference" in this prospectus the information that we file with the SEC. This
means that we can disclose  important  information  by  referring  the reader to
those SEC filings. The information incorporated by reference is considered to be
part of this prospectus,  and later information we file with the SEC will update
and supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Section 13(a),  13(c),  14,
or  15(d)  of the  Securities  Exchange  Act  prior  to the  termination  of the
offering:

      o  our  Annual  Report on Form 10-K for our fiscal  year ended  January 3,
         2003, as amended;

      o  our Quarterly  Reports on Form 10-Q for our fiscal quarters ended April
         4, 2003, as amended, July 4, 2003, as amended, and October 3, 2003;

      o  all other  reports  filed  pursuant to  Sections  13(a) or 15(d) of the
         Securities  Exchange  Act of 1934,  as  amended,  since  the end of the
         fiscal year covered by the annual report referred to in (a) above; and

      o  the description of our common stock contained in Amendment No. 1 to our
         registration  statement  on Form 8-A/A  filed with the SEC on April 18,
         2003,  including  any  amendment  or report  filed for the  purpose  of
         updating this description.

      You may  obtain  copies  of  those  documents  from us,  free of cost,  by
contacting us at the address or telephone number provided in "Where You Can Find
More Information" immediately above.

                                      -17-
<PAGE>

                                     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)   All  other  reports  filed  pursuant  to  Sections  13(a)  or 15(d) of the
      Securities  Exchange Act of 1934, as amended,  since the end of the fiscal
      year covered by the annual report referred to in (a) above;

(c)   the  description  of our common stock  contained in Amendment No. 1 to our
      registration statement on Form 8-A/A filed with the SEC on April 18, 2003,
      including  any  amendment or report filed for the purpose of updating this
      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.

Item 4. Description of Securities.

            Not applicable.

Item 5. Interests of Named Experts and Counsel.

            Not applicable.

Item 6. Indemnification of Directors and Officers.

            Section 145 of the Delaware General  Corporation Law provides that a
corporation may indemnify  directors and officers as well as other employees and
individuals against expenses (including attorneys' fees),  judgments,  fines and
amounts paid in  settlement  in  connection  with  specified  actions,  suits or

                                      II-1
<PAGE>

proceedings,  whether civil,  criminal,  administrative or investigative  (other
than an action by or in the right of the corporation or a derivative action), if
they acted in good faith and in a manner  they  reasonably  believed to be in or
not opposed to the best  interests of the  corporation  and, with respect to any
criminal action or proceedings, had no reasonable cause to believe their conduct
was unlawful.

            A similar standard is applicable in the case of derivative  actions,
except that indemnification only extends to expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action,  and the statute  requires court  approval  before there can be any
indemnification  where the person seeking  indemnification has been found liable
to the  corporation.  The statute  provides  that it is not  exclusive  of other
indemnification   that  may  be  granted  by  a  corporation's   certificate  of
incorporation,  bylaws, disinterested director vote, stockholder vote, agreement
or otherwise.

            As permitted by Section 145 of the Delaware General Corporation Law,
Article  VIII  of  the  Company's  certificate  of  incorporation,  as  amended,
provides:

            "The  corporation  shall to the fullest extent  permitted by Section
            145 of the Delaware  General  Corporation  Law indemnify all persons
            whom it may indemnify pursuant thereto."

            Also as permitted by Section 145 of the Delaware General Corporation
Law, Article VI of the Company's bylaws, as amended, provides:

            "On  the  terms,  to  the  extent,  and  subject  to  the  condition
            prescribed  by  statue  and  by  such  rules  and  regulations,  not
            inconsistent  with  statute,  as the Board of  Directors  may in its
            discretion  impose in  general  or  particular  cases or  classes of
            cases,  (a) the  Corporation  shall  indemnify  any person made,  or
            threatened to be made, a party to an action or proceeding,  civil or
            criminal,  including  an  action  by or in the  rights  of any other
            corporation  of any  type  or  kind,  domestic  or  foreign,  or any
            partnership,  joint venture,  trust,  employee benefit plan or other
            enterprise  which any director or officer of the Corporation  served
            in any capacity at the request of the Corporation,  by reason of the
            fact that he, his testator or  intestate,  was a director or officer
            of the Corporation,  or served such other corporation,  partnership,
            joint venture,  trust,  employee benefit plan or other enterprise in
            any capacity,  against judgments,  fines, amounts paid in settlement
            and reasonable  expenses,  including  attorneys' fees,  actually and
            necessarily  incurred as a result of such action or  proceeding,  or
            any appeal  therein,  and (b) the Corporation may pay, in advance of
            final disposition of any such action or proceeding, expense incurred
            by such person in defining such action or proceeding.

            On  the  terms,  to  the  extent,  and  subject  to  the  conditions
            prescribed  by  statute  and by  such  rules  and  regulations,  not
            inconsistent  with  statute,  as the Board of  Directors  may in its

                                      II-2
<PAGE>

            discretion  impose in  general  or  particular  cases or  classes of
            cases,  (a) the Corporation  shall indemnify any person made a party
            to an  action  by or in the right of the  Corporation  to  procure a
            judgment in its favor,  by reason of the fact that he, his  testator
            or  intestate,  is or was a director or officer of the  Corporation,
            against the reasonable expenses, including attorneys' fees, actually
            and  necessarily  incurred by him in connection  with the defense of
            such action,  or in connection with an appeal  therein,  and (b) the
            Corporation  may pay,  in advance of final  disposition  of any such
            action, expenses incurred by such person in defending such action or
            proceeding."

            Our by-laws provide for indemnification of officers and directors to
the fullest extent  permitted by Delaware law. In addition,  the Registrant has,
and intends in the future to enter into,  agreements to provide  indemnification
for directors and officers in addition to that provided for in the by-laws.

            We maintain an insurance  policy pursuant to which our directors and
officers are insured,  within the limits and subject to the  limitations  of the
policy,  against  certain  expenses  in  connection  with the defense of certain
claims,  actions,  suits or proceedings,  and certain liabilities which might be
imposed as a result of such claims,  actions, suits or proceedings,  that may be
brought  against  them by reason  of their  being or having  been  directors  or
officers.

            We generally enter into  agreements with our executive  officers and
directors to indemnify them to the fullest extent  permitted  under the Delaware
General Corporation Law.

Item 7. Exemption from Registration Claimed.

            Not applicable.

Item 8. Exhibits.

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

     4.1       Form of Certificate for Common Stock, par value $0.01 per share
               (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to
               the Company's Registration Statement on Form 8-A/A filed with
               the Commission on April 18, 2003).
     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. II-6)

                                      II-3
<PAGE>

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, as amended (the "Securities Act");

              ii. To reflect in the prospectus any facts or events arising after
                  the effective date of this Registration Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information   set  forth  in  this   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  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement; and

             iii. To include any material  information  with respect to the plan
                  of distribution not previously  disclosed in this Registration
                  Statement or any material  change to such  information in this
                  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 S-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  15(d) of the
                  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
                  Act") that are incorporated by reference in this  Registration
                  Statement.

          2.  That,  for the  purpose of  determining  any  liability  under the
              Securities Act, 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, each filing of the
         registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the
         Exchange Act (and, where applicable, each filing of an employee benefit
         plan's  annual  report  pursuant to Section  15(d) of the Exchange Act)
         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-4
<PAGE>

     (c) Insofar  as   indemnification   for   liabilities   arising  under  the
         Securities  Act may be permitted to directors,  executive  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 Commission such indemnification is against public policy
         as expressed in the Securities 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
         Securities Act and will be governed by the final  adjudication  of such
         issue.




                                      II-5
<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 December 12, 2003.

                             STAAR SURGICAL COMPANY


                             By:    /s/ David Bailey
                                    --------------------------------------------
                                    David Bailey
                                    President, Chief Executive Officer, Chairman
                                    and Director (Principal 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 STAAR Surgical  Company 2003 Omnibus Equity  Incentive Plan (including
the  schedules  and  all  exhibits  and  other   documents  filed  therewith  or
constituting a part thereof) and certain  individual  benefit plans; 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.

                                      II-6
<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 Officer,      December 12, 2003
--------------------------------------------      Chairman and Director (Principal
David Bailey                                      Executive Officer)


/s/ John Bily                                     Chief Financial Officer and Chief        December 12, 2003
--------------------------------------------      Accounting Officer (Principal
John Bily                                         Financial and Accounting Officer)

/s/ Donald Duffy                                  Director                                 December 12, 2003
--------------------------------------------
Donald Duffy


/s/ Dr. Volker D. Anhaeusser                      Director                                 December 12, 2003
--------------------------------------------
Dr. Volker D. Anhaeusser


/s/ John R. Gilbert                               Director                                 December 12, 2003
--------------------------------------------
John R. Gilbert


/s/ David Morrison                                Director                                 December 12, 2003
--------------------------------------------
David Morrison
</table>
                                      II-7
<PAGE>

                                  EXHIBIT INDEX


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

     4.1       Form of Certificate  for Common Stock,  par value $0.01 per share
               (incorporated  by reference to Exhibit 4.1 to Amendment  No. 1 to
               the Company's Registration Statement on Form 8-A/A filed with the
               Commission on April 18, 2003).

     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. II-6)


                                      II-8
[{"type": "S-8", "sequence": "1", "filename": "staars8.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 89394}]
{"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": "333-111154", "film-number": "031053016"}, "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"}}
As filed with the Securities and Exchange Commission on December 12, 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
                             -------------------

                            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)

          STAAR SURGICAL COMPANY 2003 OMNIBUS EQUITY INCENTIVE PLAN
          Stock Option Agreement for John Edwards dated April 17, 2000
          Stock Option Agreement for Robert Mitchell dated May 9, 2000
         Stock Option Agreement for Robert Mitchell dated June 16, 2000
    Stock Option Agreement for Dr. David W. Shoemaker dated November 30, 1999
           Stock Option Agreement for Philip Stoney dated May 9, 2000
          Stock Option Agreement for Philip Stoney dated June 16, 1999
                            (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                        Proposed maximum  Proposed maximum     Amount of
 securities to be    Amount to be     offering price       aggregate       registration
    registered       registered(1)     per share(2)    offering price(2)    fee(2)(3)
------------------------------------------------------------------------------------------
Common Stock, par  4,508,481 shares       $10.765         $48,533,798         $3,926
value $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  December  5, 2003,  as
     reported on the Nasdaq Stock Market.
(3)  On December 12,  2003,  STAAR  Surgical  Company  deregistered  (i) 200,000
     shares of Common  Stock that  remained  unissued  pursuant  to Form S-8 No.
     333-104643  (originally  filed on April 21, 2003), (ii) 1,998,929 shares of
     Common Stock that  remained  unissued  pursuant to Form S-8 No.  333-104644
     (originally  filed on April 21, 2003),  and (iii) 200,000  shares of Common
     Stock that remained unissued pursuant to Form S-8 No. 333-90018 (originally
     filed on June 7,  2002),  and (iv)  63,736  shares  of  Common  Stock  that
     remained unissued  pursuant to Form S-8 No. 333-51064  (originally filed on
     December  1,  2000),  and (v)  134,316  shares of Common  Stock that remain
     unissued  pursuant to Form S-8 No. 333-52096  (originally filed on December
     18, 2000).  Pursuant to Rule 457(p),  the $3, 926 registration fee for this
     Form S-8 may be  reduced  by the  fees  previously  paid by STAAR  Surgical
     Company in respect of the shares that were  deregistered  on  December  12,
     2003.  The fee associated  with the 200,000  shares that were  deregistered
     under Form S-8 No.  333-104643  was $86,  and the fee  associated  with the
     1,998,929 shares that were  deregistered  under Form S-8 No. 333-104644 was
     $1,004,  and the fees   associated   with  the  200,000  shares  that  were
     deregistered  under Form S-8 No. 333-90018 was $84, and the fees associated
     with the  63,736  shares of Common  stock  deregistered  under Form S-8 No.
     333-51064  was $233,  and the fees  associated  with the 134,316  shares of
     Common  Stock   deregistered   under  Form  S-8  No.  333-52096  was  $533.
     Accordingly,  the  adjusted  registration  fee for  this  Form  S-8  (after
     offsetting the fees paid for the shares that were  deregistered on December
     12, 2003) is $1,986.
EXPLANATORY NOTE

      This registration  statement on form S-8 registers the  4,423,481shares of
common  stock  available  for  issuance  under the STAAR  Surgical  Company 2003
Omnibus  Equity  Incentive  Plan.  2,838,616  of these  shares  are  subject  to
outstanding  options that were issued  pursuant to STAAR's 1995,  1996, 1998 and
Executive  plans (the "Prior  Plans").  The Prior Plans have been amended by and
are incorporated into the Omnibus Plan. However,  the Omnibus Plan provides that
an  outstanding  option that was granted  under a Prior Plan will continue to be
governed by the terms of that Prior Plan and the original option agreement under
which it was issued.  STAAR will not grant any new awards under the Prior Plans.
The  2,596,981  unissued  shares  subject  to  outstanding  options or that were
available for awards under the Prior Plans have been  de-registered  on December
12, 2003 and are being re-registered under this registration statement.

      This  registration  statement also registers 85,000 shares of common stock
subject to the following option  agreements,  which comprise  individual benefit
plans:

                                       Number of  Date of Option
       Name of Optionee                  Shares      Agreement
       ----------------                  ------      ---------

       John Edwards.................... 10,000     April 17, 2000
       Robert Mitchell................. 15,000     May 9, 2000
       Robert Mitchell................. 15,000     June 16, 1999
       Dr. David W. Shoemaker.......... 15,000     November 30, 1999
       Philip Stoney................... 15,000     May 9, 2000
       Philip Stoney................... 15,000     June 16, 1999

                                      -1-
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 STAAR  Surgical  Company
2003  Omnibus  Equity  Incentive  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").  These  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.

            The following reoffer  prospectus filed as part of this registration
statement has been prepared in accordance with General Instruction C of Form S-8
and, pursuant thereto,  may be used for reofferings and resales of the shares of
common stock registered  hereby. The reoffer prospectus is for use in reoffering
and  reselling  shares  of  common  stock  that  may be  deemed  to be  "control
securities" or "restricted securities."

                                      -2-
SUBJECT TO COMPLETION, DATED DECEMBER 12, 2003

      REOFFER PROSPECTUS
      ------------------

                                  [STAAR LOGO]

                             STAAR Surgical Company

                                1,585,000 Shares

                                  Common Stock

                                ($0.01 Par Value)

                                --------------

      This is an offering of common stock of STAAR Surgical  Company,  or STAAR.
All of the shares are being  offered by the selling  stockholders  listed in the
section of this prospectus entitled "Selling  Stockholders."  These stockholders
are our current or former  directors,  officers or employees.  They acquired the
common  stock  pursuant to grants  under our various  benefit  plans,  including
individual  employment  agreements.  We will not receive any  proceeds  from the
potential   sale  of  the   1,585,000   shares  being  offered  by  the  selling
stockholders.

      The  shares  of common  stock  are  "control  securities"  or  "restricted
securities"  under the  Securities  Act of 1933,  as amended,  before their sale
under this  reoffer  prospectus.  The  selling  stockholders  may resell  all, a
portion, or none of the shares of common stock from time to time.

      Our common  stock  trades on the Nasdaq  National  Market under the symbol
"STAA." On December  11, 2003,  the closing  sales price for our common stock on
the Nasdaq National Market was $11.16 per share.

                                --------------

      Investment  in our common  stock  involves a high  degree of risk.  Please
carefully consider the "Risk Factors" beginning on page 4 of this prospectus.

                                --------------

      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 prospectus is December 12, 2003.
TABLE OF CONTENTS

                                                        Page
                                                        ----
                  Special Note Regarding
                     Forward-Looking Statements............1
                  Prospectus Summary.......................2
                  Risk Factors.............................4
                  Use of Proceeds.........................12
                  Selling Stockholders....................13
                  Plan of Distribution....................15
                  Legal Matters...........................17
                  Experts.................................17
                  Where You Can Find More Information.....17
                  Information Incorporated by Reference...18

      You should rely only on the information contained in this prospectus or to
which this  prospectus  specifically  refers you. We have not authorized  anyone
else to provide you with different  information.  This document may be used only
where it is legal to sell these  securities.  The information in this prospectus
may only be accurate on the date of this prospectus.

                                --------------

      Unless the context  otherwise  requires,  the terms "we,"  "our," "us" and
"STAAR" refer to STAAR Surgical Company and its subsidiaries.

              SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      Statements in this  prospectus  that are not statements of historical fact
are  forward-looking  statements.  These statements  relate to our future plans,
objectives,  expectations  and  intentions.  You may  generally  identify  these
statements by the use of words such as "expect,"  "anticipate," "intend," "plan"
and similar expressions.

      You should not place undue reliance on our forward-looking statements. Our
actual  results  could  differ   materially  from  those  anticipated  in  these
forward-looking  statements as a result of numerous risks and uncertainties that
are beyond  our  control,  including  those we  discuss  in "Risk  Factors"  and
elsewhere  in  this  prospectus,  and in our  other  reports  we file  with  the
Securities  and Exchange  Commission.  The  forward-looking  statements  in this
prospectus speak only as of the date of this prospectus, and you should not rely
on these  statements  without  also  considering  the  risks  and  uncertainties
associated with these statements and our business.

                                      -1-
PROSPECTUS SUMMARY

STAAR Surgical Company

      STAAR is a provider of products  for eye care  professionals  operating in
three sectors of the ophthalmic products industry:  cataract surgery, refractive
surgery and glaucoma surgery. Our overall mission is to develop, manufacture and
market innovative,  high margin visual implants that improve a patient's quality
of vision.

      Cataract Surgery. Initially, our main product was a foldable,  implantable
silicone lens for use after small incision cataract  extraction.  The production
and sale of intraocular  lenses, or IOLs, remains our core business.  Since that
time we have  expanded  our range of IOLs and other  products  used in  cataract
surgery to also include the following:

      o  Silicone  Toric  IOLs,  used in  cataract  surgery to treat  astigmatic
         vision abnormalities;

      o  Collamer(R) IOLs, made of a proprietary  collagen-based material, which
         are used in cataract surgery to treat spherical vision abnormalities;

      o  STAARVISC(TM)II, a viscoelastic material;

      o  the SonicWAVE(TM)Phacoemulsification  System, which is used to remove a
         cataract  patient's  diseased  lens and has  unique low energy and high
         vacuum characteristics; and

      o  UltraVac(TM)   V1   tubing   for   use   with   certain    Venturi-type
         phacoemulsification machines.

These give us a rounded  portfolio of products to meet the needs of the cataract
surgeon. Currently, these products generate the majority of our revenues.

      Refractive  Surgery.  In the area of refractive  surgery, we have used our
uniquely   biocompatible  Collamer  material  to  develop  and  manufacture  the
Implantable Contact Lens(TM), or ICL(R), and the Toric Implantable Contact Lens,
or TICL(R),  to treat  refractive  disorders such as myopia  (near-sightedness),
hyperopia (far-sightedness) and astigmatism.  These disorders of vision affect a
large  proportion of the  population.  Unlike the IOL, which replaces a cataract
patient's  diseased lens, these products are designed to work with the patient's
natural lens to correct refractive errors.

      The ICL has not yet been approved for use in the United States, but in May
2003, STAAR submitted the final module of its Pre-Market Approval Submission for
the ICL to the United States Food and Drug  Administration.  On October 3, 2003,
the FDA  Ophthalmic  Devices  Panel of the Center for Devices  and  Radiological
Health  recommended that, with certain  conditions,  the FDA approve the ICL for
use in correcting  myopia in the range of -3 to -15 diopters and reducing myopia
in the range of -15 to -20 diopters.  If approved,  STAAR  believes that the ICL
will have a significant  market as an alternative  to LASIK and other  available
refractive surgical procedures and will likely replace cataract surgery products
as  STAAR's  largest  source  of  revenue.  The ICL is  approved  for use in the
countries  comprising the European Union and in Korea and Canada. The TICL is in
clinical  trials in the United States,  and is approved for use in the countries
comprising the European Union.

                                      -2-
Glaucoma Surgery.  STAAR has developed the AquaFlow(TM)  Collagen Glaucoma
Drainage  Device (the  "AquaFlow  Device") as a surgical  treatment for glaucoma
surgery.  The  AquaFlow  Device,  approved  by  the  FDA  in  July  2001,  is an
alternative  to current  methods of treating open angle  glaucoma.  The AquaFlow
Device is  implanted  in the sclera  (the white of the eye),  using a  minimally
invasive procedure, for the purpose of reducing intraocular pressure.

      Within each of these sectors, we also sell other instruments,  devices and
equipment  that we  manufacture  or  that  are  manufactured  by  others  in the
ophthalmic industry.  In general,  these products complement STAAR's proprietary
product range and allow us to compete more effectively.

      Our  executive  offices  are  located  at 1911  Walker  Avenue,  Monrovia,
California  91016,  and our  telephone  number is (626)  303-7902.  Our  website
address is  www.staar.com.  The information on our website is not a part of this
prospectus.

The Offering

      The selling stockholders listed in the section of this prospectus entitled
"Selling  Stockholders"  may offer and sell up to 1,585,000 shares of our common
stock.  These  stockholders  are our  current or former  directors,  officers or
employees.  They acquired the common stock  pursuant to grants under our various
benefit plans, including individual employment  agreements.  We will not receive
any proceeds  from the potential  sale of the 1,585,000  shares being offered by
the selling stockholders.

      The shares of common stock offered by this  prospectus  have the status of
"control  securities"  or  "restricted  securities"  under the Securities Act of
1933, as amended,  until their sale under this reoffer  prospectus.  The selling
stockholders  may resell all, a portion,  or none of the shares of common  stock
from time to time.

      Under this prospectus,  the selling  stockholders may sell their shares of
common  stock in the open  market at  prevailing  market  prices  or in  private
transactions at negotiated  prices.  They may sell the shares  directly,  or may
sell them through  underwriters,  brokers or dealers.  Underwriters,  brokers or
dealers may  receive  discounts,  concessions  or  commissions  from the selling
stockholders or from the purchaser,  and this compensation might be in excess of
the compensation  customary in the type of transaction involved. See the section
of this prospectus entitled "Plan of Distribution."

                                      -3-
RISK FACTORS

      An  investment  in our common  stock  involves a high  degree of risk.  In
addition  to the other  information  contained  in this  prospectus,  you should
carefully  consider the following risks and uncertainties  before purchasing our
common  stock.  If any of  these  risks  or  uncertainties  were to  occur,  our
business,  financial  condition and operating results could suffer serious harm.
In that case,  the trading price of our common stock could decline and you could
lose all or part of your investment.

Risks Related to Our Business

      We have a history of losses.

      We have reported losses in each of the last three fiscal years and have an
accumulated  deficit of $45.6  million as of  October  3, 2003.  If losses  from
operations continue, they could adversely affect the market price for our common
stock  and our  ability  to  obtain  new  financing.  In  June  2000,  we  began
implementing  a  restructuring  plan  aimed  at  reducing  costs  and  improving
operating  efficiency.  In  connection  with this plan,  we  recognized  pre-tax
charges to earnings of $15.3 million,  $7.8 million,  and $1.5 million in fiscal
2000, 2001, and 2002. While the  restructuring  plan has generally  improved our
profit  margins,  we cannot be certain  that we will  succeed in  restoring  our
profitability.

      We have been in default of the terms of our domestic loan agreement and
have limited access to credit.

      We have recently failed to comply with some of the financial  covenants of
our principal  domestic loan agreement,  including a failure to maintain minimum
levels of tangible net worth in the first  fiscal  quarter of 2003, a failure to
maintain  minimum  levels of  operating  income in the second  and third  fiscal
quarters  of 2002 and a failure to maintain  minimum  levels of cash flow in the
second fiscal quarter of 2002.  Accordingly,  we have had to obtain waivers from
our lender or modifications of our loan agreement.  As of June 19, 2003, we have
paid off and eliminated our domestic loan, and have outstanding  balances on the
loans of our European  subsidiaries  of  approximately  $3.3  million,  based on
exchange rates on October 3, 2003. In the near term, we believe that  sufficient
cash to fund  operations  and  current  growth  plans will be  provided  by cash
generated  from  operations  and the  proceeds  of our  June  11,  2003  private
placement,  in which  we  raised  proceeds,  net of  placement  agent  fees,  of
approximately  $9  million  by selling  1,000,000  shares of our  common  stock.
However,  it is  likely  that in the  future  we will  need  access to credit to
finance  operations and fund future growth.  Because of our history of losses we
may not be able secure  adequate  financing for these purposes on terms that are
favorable to us or on any terms.

      Our success depends on the ICL, which has not been approved for use in
the United States.

      We have devoted  significant  resources  and  management  attention to the
development and  introduction of our ICL and TICL. Our management  believes that
the future  success of STAAR depends on the approval of the ICL by the FDA and a
successful  launch of the ICL in North America.  The ICL is already approved for
use in the countries  comprising  the European  Union and Canada and in parts of
Asia.  The TICL is approved  for use in the  countries  comprising  the European
Union.  In May 2003,  we submitted the final module of our  Pre-Market  Approval
Submission  for the ICL to the FDA,  and on  October  3,  2003 the FDA  Advisory
Committee recommended that FDA approve,  with conditions,  specified uses of the
ICL.  The FDA has not yet acted on this  recommendation,  and it could decide to
reject  the  Advisory  Committee's  recommendations.  If the FDA does not  grant
approval of the ICL, or  significantly  delays its  approval,  our prospects for
success will be severely diminished.

                                      -4-
Our success depends on the successful marketing of the ICL in the
United States market.

      Even if it is approved  by the FDA,  the ICL will not reach its full sales
potential  unless we  successfully  plan and execute its launch and marketing in
the United  States.  This will present new challenges to our sales and marketing
staff and to our independent manufacturers' representatives.  In countries where
the ICL has been approved to date, our sales have grown steadily, but slowly. In
the United  States in  particular,  patients who might benefit from the ICL have
already been exposed to a great deal of  advertising  and publicity  about laser
refractive surgery, but have little if any awareness of the ICL. As a result, we
expect to make extensive use of advertising and promotion  targeted to potential
patients through providers, and to carefully manage the introduction of the ICL.
We do not have unlimited  resources and we cannot predict whether the particular
marketing,  advertising and promotion strategies we pursue will be as successful
as we intend. If we do not successfully  market the ICL in the United States, we
will not achieve our planned profitability and growth.

      Our core domestic business has suffered declining sales, which sales of
new products have only partially offset.

      STAAR  pioneered  the  foldable IOL for use in cataract  surgery,  and the
foldable silicone IOL remains our largest source of revenue. Since we introduced
the product,  however,  competitors  have introduced IOLs employing a variety of
designs and  materials.  Over the years these  products have  gradually  taken a
larger  share of the IOL  market,  while the  market  share  for STAAR  IOLs has
decreased.  In  particular,  many  surgeons  now choose  lenses  made of acrylic
material  rather  than  silicone  for their  typical  patients.  In an effort to
maintain our competitive  position we have introduced a new  biocompatible  lens
material,  Collamer,  to our  line of  IOLs.  We have  also  introduced  new IOL
designs,  such as the Toric IOL, pioneered  cartridge-injector  systems for lens
insertion,  and have  continued to improve and refine the silicone IOL. Sales of
these new products,  however,  have only partially offset declining sales of our
silicone IOLs.

      We depend on independent manufacturers' representatives.

      In an effort to reduce costs and bring our products to a wider market,  we
have  entered  into  long-term  agreements  with  several  independent  regional
manufacturers'  representatives,  who introduce our products to eye surgeons and
provide  the  training  needed to begin  using some of our  products.  Under our
agreements with these representatives,  each receives a commission on all of our
sales within a specified region,  including sales on products we sell into their
territories without their assistance.  Because they are independent contractors,

                                      -5-
we have a limited ability to manage these representatives or their employees. In
addition,  a  representative  may  represent  manufacturers  other  than  STAAR,
although not in  competing  products.  We have been  relying on the  independent
representatives to introduce our new products like Collamer IOLs, Toric IOLs and
the AquaFlow  Device,  and we will rely on them, in part, to help  introduce the
ICL if it is  approved.  However,  we are also  introducing  direct  application
specialists  to assist in proctoring  and surgeon  training to ensure  physician
compliance  and enhance  patient  outcomes as a means of growing this segment of
the  market.  If the  introduction  of  direct  application  specialists  is not
successful,  or our  independent  manufacturers'  representatives  do not devote
sufficient  resources to marketing our  products,  or if they lack the skills or
resources to market our new products,  our new products will fail to reach their
full sales potential and sales of our established products could decline.

      Product recalls have been costly and may be so in the future.

      Implantable  medical devices must be manufactured to the highest standards
and tolerances,  and often incorporate newly developed  technology.  Despite all
efforts to achieve the  highest  level of quality  control and advance  testing,
from time to time  defects or  technical  flaws in our  products may not come to
light until after the products are sold or consigned. In those circumstances, we
have previously made voluntary  recalls of our products.  Recalls  significantly
impacted  our  revenue in 2001  when,  in  separate  instances,  we  voluntarily
recalled our three-piece  Collamer lens and certain  silicone  lenses,  and as a
result wrote down  approximately $3.4 million in inventory in that year. Similar
recalls could take place again.  Courts or regulators can also impose  mandatory
recalls on us, even if we believe our products are safe and  effective.  Recalls
result in lost  sales of the  recalled  products  themselves,  and can result in
further lost sales while replacement  products are  manufactured,  especially if
the  replacements  must be  redesigned.  If recalled  products have already been
implanted,  we may bear some or all of the cost of corrective  surgery.  Recalls
may also damage our professional  reputation and the reputation of our products.
The inconvenience caused by recalls and related interruptions in supply, and the
damage to our reputation,  could cause some  professionals to discontinue  using
our products.

      We compete with much larger companies.

      Our competitors,  including Bausch & Lomb, Inc.,  Advanced Medical Optics,
Inc. (AMO),  Alcon, Inc., Pfizer,  Inc. and the CIBA Vision division of Novartis
AG, have much greater financial resources than we do and some of them have large
international  markets for a full suite of  ophthalmic  products.  Their greater
resources for research, development and marketing, and their greater capacity to
offer comprehensive  products and equipment to providers,  make it difficult for
us to compete. We have lost significant market share to some of our competitors.

      Most of our products have single-site manufacturing approvals, exposing
us to risks of business interruption.

      We  manufacture  all of our  products  either at our facility in Monrovia,
California  or our  facility in Nidau,  Switzerland.  Most of our  products  are
approved  for  manufacturing  only at one of these  sites.  Before  we can use a
second  manufacturing site for an implantable device we must obtain the approval
of regulatory  authorities.  Because this process is expensive we have generally

                                      -6-
not sought  approvals  needed to manufacture at an additional site. If a natural
disaster,  fire,  or  other  serious  business  interruption  struck  one of our
manufacturing facilities, it could take a significant amount of time to validate
a second site and replace lost product.  We could lose customers to competitors,
thereby reducing sales, profitability and market share.

Risks Related to the Ophthalmic Products Industry

      If we fail to keep pace with advances in our industry or fail to
persuade physicians to adopt the new products we introduce, customers may not
buy our products and our revenue may decline.

      Constant  development of new  technologies  and  techniques,  frequent new
product  introductions and strong price competition  characterize the ophthalmic
industry.  The first  company to  introduce a new product or technique to market
usually gains a significant competitive advantage. Our future growth depends, in
part, on our ability to develop  products to treat diseases and disorders of the
eye that are more effective,  safer, or incorporate emerging technologies better
than our  competitors'  products.  Sales of our  existing  products  may decline
rapidly if one of our competitors  introduces a substantially  superior product,
or if we  announce  a new  product  of our  own.  Similarly,  if we fail to make
sufficient   investments  in  research  and   development  or  if  we  focus  on
technologies  that do not lead to  better  products,  our  current  and  planned
products could be surpassed by more effective or advanced products.

      In addition,  we must manufacture  these products  economically and market
them successfully by persuading a sufficient number of eye care professionals to
use them. For example, glaucoma requires ongoing treatment over a long period of
time; thus, many doctors are reluctant to switch a patient to a new treatment if
the patient's current treatment for glaucoma remains effective.  This has been a
challenge in selling our new Aquaflow Device.

      Resources devoted to research and development may not yield new
products that achieve commercial success.

      We spent 10.3% of our revenue on research and development during the first
nine months of 2003, and we expect to spend  comparable  amounts annually in the
future.  Development  of new  implantable  technology,  from  discovery  through
testing and  registration to initial product launch,  is expensive and typically
takes from three to seven years.  Because of the complexities and  uncertainties
of ophthalmic research and development, products we are currently developing may
not complete the development process or obtain the regulatory approvals required
for us to market the products  successfully.  It is possible that few or none of
the products currently under development will become commercially successful.

      Failure of users of our products to obtain adequate reimbursement from
third-party payors could limit market acceptance of our products, which could
affect our sales and profits.

      Many of our  products,  in  particular  IOLs and  products  related to the
treatment of glaucoma,  are used in  procedures  that are  typically  covered by
health insurance, HMO plans, Medicare or Medicaid. These third-party payors have
recently  been trying to contain  costs by  restricting  the types of procedures
they  reimburse to those viewed as most  cost-effective  and capping or reducing
reimbursement  rates.  These polices could adversely  affect sales and prices of

                                      -7-
our  products.  Physicians,  hospitals  and other health care  providers  may be
reluctant  to purchase  our  products if  third-party  payors do not  adequately
reimburse  them  for the  cost  of our  products  and  the  use of our  surgical
equipment. For example:

      o  Major third-party  payors for hospital services,  including  government
         insurance plans,  Medicare,  Medicaid and private health care insurers,
         have substantially  revised their payment methodologies during the last
         few  years,  resulting  in  stricter  standards  for  reimbursement  of
         hospital and outpatient charges for some medical procedures,  including
         cataract procedures and IOLs;

      o  Numerous  legislative  proposals have been considered that, if enacted,
         would result in major reforms in the United States' health care system,
         which could have an adverse effect on our business;

      o  Our competitors  may reduce the prices of their  products,  which could
         result in third-party payors favoring our competitors;

      o  There are proposed and existing laws and regulations  governing maximum
         product  prices and the  profitability  of companies in the health care
         industry; and

      o  There have been recent  initiatives by third-party  payors to challenge
         the prices charged for medical  products.  Reductions in the prices for
         our  products in response to these  trends  could  reduce our  profits.
         Moreover,  our products may not be covered in the future by third-party
         payors, which would also reduce our sales.

      We are subject to extensive government regulation, which increases our
costs and could prevent us from selling our products.

      Government  regulations and agency  oversight apply to every aspect of our
business, including testing,  manufacturing,  safety and environmental controls,
efficacy,  labeling,  advertising,  promotion,  record  keeping,  the  sale  and
distribution  of  products  and  samples.  We are  also  subject  to  government
regulation  over the  prices we charge and the  rebates  we offer to  customers.
Complying  with  government  regulation  substantially  increases  the  cost  of
developing, manufacturing and selling our products.

      In the  United  States,  we must  obtain  approval  from  the FDA for each
product that we market.  Competing in the ophthalmic  products industry requires
us to  continuously  introduce new or improved  products and  processes,  and to
submit  these to the FDA for  approval.  Obtaining  FDA  approval  is a long and
expensive process, and approval is never certain.

      Products  distributed  outside  of the United  States are also  subject to
government regulation,  which may be equally or more demanding. Our new products
could  take a  significantly  longer  time  than we  expect  to gain  regulatory
approval and may never gain approval.  If a regulatory authority delays approval
of a potentially significant product, the potential sales of the product and its
value to us can be substantially  reduced. Even if the FDA or another regulatory

                                      -8-
agency  approves a product,  the  approval may limit the  indicated  uses of the
product, or may otherwise limit our ability to promote,  sell and distribute the
product, or may require  post-marketing  studies. If we cannot obtain regulatory
approval of our new products,  or if the approval is too narrow,  we will not be
able to market these  products,  which would  eliminate or reduce our  potential
sales and earnings.

      The global nature of our business may result in fluctuations and
declines in our sales and profits.

      Our  products  are  sold  in  more  than  39   countries.   Revenues  from
international operations make up a significant portion of our total revenue. For
the nine months ended  October 3, 2003 revenues  from  international  operations
were 53%. The results of operations  and the financial  position of our offshore
operations  are reported in the relevant local  currencies  and then  translated
into United States dollars at the applicable exchange rates for inclusion in our
consolidated financial statements, exposing us to translation risk. In addition,
we are exposed to transaction  risk because some of our expenses are incurred in
a different  currency from the currency in which our revenues are  received.  In
2003, our most significant currency exposures were to the Euro, the Swiss Franc,
and the  Australian  dollar.  The exchange  rates  between these and other local
currencies and the United States dollar may fluctuate substantially. We have not
attempted to offset our exposure to these risks by investing in  derivatives  or
engaging in other hedging transactions.  Fluctuations in the value of the United
States dollar against other currencies have had a material adverse effect on our
operating margins and profitability in the past, and may have similar effects in
the future.

      Economic,  social and  political  conditions,  laws,  practices  and local
customs  vary widely  among the  countries  in which we sell our  products.  Our
operations  outside  of the United  States are  subject to a number of risks and
potential costs,  including lower profit margins,  less stringent  protection of
intellectual  property and economic,  political and social  uncertainty  in some
countries,  especially in emerging  markets.  Our continued  success as a global
company depends,  in part, on our ability to develop and implement  policies and
strategies that are effective in anticipating and managing these and other risks
in the countries where we do business. These and other risks may have a material
adverse effect on our  operations in any particular  country and on our business
as a whole.  We price  some of our  products  in U.S.  dollars,  and as a result
changes in exchange  rates can make our products more expensive in some offshore
markets and reduce our  revenues.  Inflation in emerging  markets also makes our
products  more  expensive  there and  increases the credit risks to which we are
exposed.  We have  experienced  currency  fluctuations,  inflation  and volatile
economic  conditions,  which  have  affected  our  profitability  in the past in
several markets, including Japan, Switzerland, the European Union and Australia,
and we may experience such effects in the future.

      We depend on proprietary technologies, but may not be able to protect
our intellectual property rights adequately.

      We have numerous  patents and pending  patent  applications.  We rely on a
combination of contractual  provisions,  confidentiality  procedures and patent,
trademark,  copyright and trade secrecy laws to protect the proprietary  aspects

                                      -9-
of our technology.  These legal measures  afford limited  protection and may not
prevent our  competitors  from gaining access to our  intellectual  property and
proprietary  information.  Any of our  patents may be  challenged,  invalidated,
circumvented or rendered unenforceable.  Furthermore,  we cannot be certain that
any pending  patent  application  held by us will result in an issued  patent or
that if patents are issued to us, the patents will provide meaningful protection
against competitors or competitive technologies.  Litigation may be necessary to
enforce our intellectual  property  rights,  to protect our trade secrets and to
determine the validity and scope of our proprietary rights. Any litigation could
result in  substantial  expense,  may reduce our profits and may not  adequately
protect our  intellectual  property  rights.  In addition,  we may be exposed to
future  litigation by third  parties based on claims that our products  infringe
their  intellectual  property rights.  This risk is exacerbated by the fact that
the  validity  and  breadth of claims  covered by  patents in our  industry  may
involve complex legal issues that are not fully resolved.

      Any  litigation or claims  against us,  whether or not  successful,  could
result in substantial costs and harm our reputation.  In addition,  intellectual
property litigation or claims could force us to do one or more of the following:
to cease selling or using any of our products that  incorporate  the  challenged
intellectual property,  which would adversely affect our revenue; to negotiate a
license from the holder of the intellectual  property right alleged to have been
infringed, which license may not be available on reasonable terms, if at all; or
to redesign our products to avoid infringing the intellectual property rights of
a  third  party,  which  may be  costly  and  time-consuming  or  impossible  to
accomplish.

      We obtain some of the components of our products from a single source,
and an interruption in the supply of those components could reduce our
revenue.

      We obtain some of the  components  for our products from a single  source.
For example,  only one supplier  produces the raw material for the  STAARVISC II
viscoelastic  product.  Although we believe we could find alternate supplies for
any of these  components,  the loss or  interruption  of any of these  suppliers
could  increase  costs,  reducing  our  revenue and  profitability,  or harm our
customer relations by delaying product deliveries.

      We may not successfully develop and launch replacements for our
products that lose patent protection.

      Most of our  products  are  covered  by  patents  that give us a degree of
market exclusivity during the term of the patent. We have also earned revenue in
the past by  licensing  some of our  patented  technology  to  other  ophthalmic
companies.  The legal  life of a patent is 20 years  from  application.  Patents
covering our products will expire from this year through the next 20 years. Upon
patent  expiration,  our  competitors  may  introduce  products  using  the same
technology. As a result of this possible increase in competition, we may need to
charge a lower price in order to  maintain  sales of our  products,  which could
make these  products  less  profitable.  If we fail to develop and  successfully
launch  new  products  prior  to the  expiration  of  patents  for our  existing
products,  our sales and profits with respect to those  products  could  decline
significantly.  We may not be able  to  develop  and  successfully  launch  more
advanced replacement products before these and other patents expire.

                                      -10-
Our activities involve hazardous materials and emissions and may
subject us to environmental liability.

      Our  manufacturing,   research  and  development   practices  involve  the
controlled  use of  hazardous  materials.  We are subject to federal,  state and
local  laws  and  regulations  in the  various  jurisdictions  in  which we have
operations governing the use, manufacturing,  storage,  handling and disposal of
these materials and certain waste products.  Although we believe that our safety
and  environmental  procedures  for  handling and  disposing of these  materials
comply with legally  prescribed  standards,  we cannot completely  eliminate the
risk of  accidental  contamination  or injury  from  these  materials.  Remedial
environmental  actions could require us to incur  substantial  unexpected costs,
which would  materially and adversely  affect our results of  operations.  If we
were involved in a major  environmental  accident or found to be in  substantial
non-compliance  with applicable  environmental laws, we could be held liable for
damages or penalized with fines.

      We risk losses through litigation.

      We are currently party to various claims and legal proceedings arising out
of the normal course of our business.  These claims and legal proceedings relate
to contractual rights and obligations, employment matters, and claims of product
liability.  While we do not believe that any of the claims known to us is likely
to have a  material  adverse  effect on our  financial  condition  or results of
operations,  new claims or unexpected  results of existing  claims could lead to
significant financial harm.

      We depend on key employees.

      We depend on the continued  service of our senior management and other key
employees.  The loss of a key  employee  could  hurt our  business.  We could be
particularly hurt if any key employee or employees went to work for competitors.
Our future  success  depends  on our  ability to  identify,  attract,  train and
motivate other highly skilled  personnel.  Failure to do so may adversely affect
future results.

Risks Related to Ownership of Our Common Stock

      Our Certificate of Incorporation could delay or prevent an acquisition
or sale of our company.

      Our  Certificate  of  Incorporation  empowers  the Board of  Directors  to
establish  and issue a class of preferred  stock,  and to determine  the rights,
preferences and privileges of the preferred  stock. We also have a Stockholders'
Rights  Plan,  which  could  discourage  a third  party from  making an offer to
acquire us. These  provisions  give the Board of Directors the ability to deter,
discourage  or make more  difficult a change in control of our company,  even if
such a change in control would be in the interest of a significant number of our
stockholders or if such a change in control would provide our stockholders  with
a substantial premium for their shares over the then-prevailing market price for
the common stock.

                                      -11-
Our bylaws contain other provisions that could have an anti-takeover
effect, including the following:

      o  only one of the three classes of directors is elected each year;

      o  stockholders have limited ability to remove directors;

      o  stockholders cannot call a special meeting of stockholders; and

      o  stockholders must give advance notice to nominate directors.

      Anti-takeover provisions of Delaware law could delay or prevent an
acquisition of our company.

      We are  subject to the  anti-takeover  provisions  of  Section  203 of the
Delaware General Corporation Law, which regulates corporate acquisitions.  These
provisions could discourage potential  acquisition  proposals and could delay or
prevent a change in  control  transaction.  They  could  also have the effect of
discouraging others from making tender offers for our common stock or preventing
changes in our management.

      Future sales of our common stock may depress our stock price.

      The market  price of our common  stock could be subject to downward  price
pressure  as a result of sales of our  recent  private  placement  of  1,000,000
shares of common stock, which have been registered for resale, or the perception
that these sales could occur. In addition,  the perception that we might conduct
similar private  placements  followed by public offering of the privately placed
shares  could  make it more  difficult  for us to  raise  funds  through  future
offerings of common stock. As of December 11, 2003, there were 18,397,190 shares
of our common stock  outstanding,  with another 2,485,133 shares of common stock
issuable upon exercise of options  granted under our stock option plans or under
certain agreements with our senior officers.  Some of the stock underlying these
options has been registered for resale with the SEC.

      The market price of our common stock is likely to be volatile.

      Our stock price has fluctuated widely, ranging from $2.90 to $15.44 within
the past year,  as of December  11,  2003.  Our stock  price  could  continue to
experience  significant  fluctuations  in response to factors  such as quarterly
variations  in  operating   results,   operating  results  that  vary  from  the
expectations  of  securities  analysts  and  investors,   changes  in  financial
estimates,  changes in market valuations of competitors,  announcements by us or
our competitors of a material nature,  additions or departures of key personnel,
future  sales of common  stock  and stock  volume  fluctuations.  Also,  general
political   and  economic   conditions   such  as  recession  or  interest  rate
fluctuations may adversely affect the market price of our stock.

                                 USE OF PROCEEDS

      All shares of common stock sold pursuant to this  prospectus  will be sold
by the selling  stockholders for their own accounts.  We will not receive any of
the  proceeds  from the  sale of  shares  of our  common  stock  by the  selling
stockholders.

                                      -12-
SELLING STOCKHOLDERS

     The  following  table  lists  the  number of  shares  of our  common  stock
registered for sale by the selling  stockholders under this prospectus.  It also
shows the total  number of shares of common  stock  owned by each of them before
and after the  offering,  and the  percentage  of our total  outstanding  shares
represented  by these amounts.  The table assumes that the selling  stockholders
will sell all of the common  stock being  offered by this  prospectus  for their
accounts.  However,  the selling  stockholders have no obligation to sell any of
their  shares,  so we cannot  determine the exact number of shares they actually
will sell.

     The selling  stockholders are our current or former directors,  officers or
employees.  They acquired the common stock  pursuant to grants under our various
benefit plans, including individual employment agreements.

     The table is based on information provided by the selling stockholders, and
does not necessarily  indicate beneficial  ownership for any other purpose.  The
number of shares of common stock beneficially owned by the selling  stockholders
is  determined  in  accordance  with the  rules of the  SEC.  The term  "selling
stockholders"  includes the  stockholders  listed  below and their  transferees,
assignees,  pledgees,  donees or other  successors.  The  percent of  beneficial
ownership for each selling  stockholder is based on 18,397,190  shares of common
stock outstanding as of December 11, 2003.
Percent of
                                               Number of         Outstanding
                                                 Shares            Shares           Number of
                                              Beneficially      Beneficially          Shares
Name of Selling Stockholder and               Owned Prior       Owned Prior         Covered by
Title or Relationship with                         to                 to              this
  STAAR Surgical Company                      Offering(1)       Offering (1)      Prospectus (2)
  ----------------------                      -----------       ------------      --------------
David Bailey
   Chairman and Chief Executive Officer........ 880,754               4.8%            990,000
John Bily
   Chief Financial Officer....................   66,666                *              150,000
John Santos
   Senior Vice President
   Planning and Corporate Development.........  108,000                *              103,000
Helene Lamielle
   Vice President, Scientific Affairs.........   50,000                *              125,000
Nicholas Curtis
   Senior Vice President
   Sales and Marketing........................   28,000                *              135,000
Volker Anhaeusser
   Director...................................  119,425                *              105,000
John R. Gilbert
   Director...................................   60,000                *               60,000
David Morrison
   Director and Consultant....................   68,000                *               68,000
Donald Duffy
   Director...................................   20,000                *               60,000
-------------
* Represents less than 1% of the outstanding shares.

(1)  The number and  percentage  of shares  beneficially  owned is determined in
     accordance  with Rule  13d-3 of the  Securities  Exchange  Act of 1934,  as
     amended,  and the information is not  necessarily  indicative of beneficial
     ownership  for any other  purpose.  Under Rule 13d-3,  the number of shares
     beneficially  owned  includes  any  shares as to which a person has sole or
     shared voting power or investment power. Shares that a person has the right
     to acquire  within 60 days of the date of this  prospectus  are included in
     the shares owned by that person and are treated as outstanding for purposes
     of  calculating  the ownership  percentage of that person,  but not for any
     other person.  This beneficial  shares listed for the Selling  Stockholders
     include the following number of options  exercisable  within 60 days of the
     date of this  prospectus:  David Bailey,  830,000;  John Bily 66,666;  John
     Santos, 103,000;  Helene Lamielle,  50,000; Nicholas Curtis, 25,000, Volker
     Anhaeusser,  105,000; John R. Gilbert, 60,000; David Morrison,  68,000; and
     Donald Duffy, 20,000.

(2)  The shares covered by this prospectus include shares beneficially  owned by
     the Selling Stockholder as of the date of this prospectus and the following
     number of shares subject to options that are not exercisable within 60 days
     of this  prospectus:  David  Bailey,  160,000;  John  Bily,  83,334;  Helen
     Lamielle, 75,000; Nicholas Curtis, 110,000; Donald Duffy, 40,000.

                                      -13-
PLAN OF DISTRIBUTION

      The  selling   stockholders   and  their   successors,   including   their
transferees,  pledgees or donees, may sell the shares covered by this prospectus
from time to time for their own accounts.  They will act  independently of us in
making  decisions  regarding the timing,  manner and size of each sale. They may
sell  their  shares on the Nasdaq  National  Market or other  exchanges,  in the
over-the-counter market or in privately negotiated  transactions.  They may sell
their shares directly or through underwriters, broker-dealers or agents, who may
receive compensation in the form of discounts,  concessions, or commissions from
the selling  stockholder or from the purchasers of the shares.  The compensation
received by a  particular  underwriter,  broker,  dealer or agent  might  exceed
customary commissions.

      The  shares of common  stock  may be sold in one or more  transactions  at
fixed prices, at prevailing market prices at the time of sale, at prices related
to the  prevailing  market prices,  at varying prices  determined at the time of
sale, or at negotiated prices.

      The  selling  stockholders  may  sell  their  shares  through  any  of the
following methods or any combination of these methods:

      o  purchases  by a broker  or  dealer as a  principal  and  resale by that
         broker or dealer for its own account under this prospectus;

      o  ordinary  brokerage  transactions  and transactions in which the broker
         solicits  purchasers,  which may include long or short sales made after
         the   effectiveness  of  the  registration   statement  of  which  this
         prospectus is a part;

      o  cross trades or block  trades in which the broker or dealer  engaged to
         make the sale will attempt to sell the securities as an agent,  but may
         position and resell a portion of the block as a principal to facilitate
         the transaction;

      o  through the writing of options;

      o  in other  ways not  involving  market  makers  or  established  trading
         markets,  including  direct sales to  purchasers  or sales made through
         agents;

      o  any combination of the above transactions; or

      o  any other lawful method.

      In addition,  any securities  covered by this prospectus which qualify for
sale in compliance  with Rule 144  promulgated  under the Securities Act of 1933
may be sold under Rule 144 rather than under this prospectus.

      The  selling   stockholder  may  enter  into  hedging   transactions  with
broker-dealers in connection with  distributions of the shares or otherwise.  In
these transactions,  broker-dealers may engage in short sales of common stock in
the course of hedging the positions they assume with the selling stockholder.

                                      -14-
The selling  stockholders  also may sell shares  short and  redeliver  the
shares to close out such short  positions.  They may enter into options or other
transactions with  broker-dealers that require the delivery to the broker-dealer
of the shares.  The  broker-dealer  may then resell or  otherwise  transfer  the
shares  covered by this  prospectus  (which may be  amended or  supplemented  to
reflect the transaction).  The selling  stockholders also may loan or pledge the
shares to a  broker-dealer  or another  financial  institution.  If the  selling
stockholders  default on the loan or the obligation  secured by the pledge,  the
broker-dealer or institution may sell the shares so loaned or pledged under this
prospectus (which may be amended or supplemented to reflect the transaction).

      Broker-dealers  or  agents  may  receive   compensation  in  the  form  of
commissions,   discounts   or   concessions   from  the  selling   stockholders.
Broker-dealers  or agents may also receive  compensation from the purchasers for
whom  they  act  as  agents  or to  whom  they  sell  as  principals,  or  both.
Compensation  received  by a  particular  broker-dealer  might be in  excess  of
customary commissions and will be in amounts to be negotiated in connection with
the sale.

      Broker-dealers or agents and any other participating broker-dealers or the
selling  stockholders may be deemed to be  "underwriters"  within the meaning of
Section  2(11)  of the  Securities  Act in  connection  with  sales  of  shares.
Accordingly,  any such commission,  discount or concession  received by them and
any  profit on the resale of the  shares  purchased  by them may be deemed to be
underwriting discounts or commissions under the Securities Act.

      The selling  stockholders  have advised us that they have not entered into
any  agreements,   understandings  or  arrangements  with  any  underwriters  or
broker-dealers  regarding  the sale of  their  securities  and that  there is no
underwriter or  coordinating  broker acting in connection with the proposed sale
of shares by the selling stockholders.

      We are bearing all costs of  registering  the shares under the  Securities
Act, including  registration and filing fees, printing expenses,  administrative
expenses and certain legal and accounting  fees. The selling  stockholders  will
bear all selling  expenses,  including  discounts,  commissions or other amounts
payable to underwriters, dealers or agents as well as fees and disbursements for
legal counsel retained by any selling stockholder.

      The  selling  stockholders  may agree to  indemnify  any agent,  dealer or
broker-dealer  that  participates  in  transactions  involving  sales of  shares
against liabilities, including liabilities arising under the Securities Act.

      Because the selling stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities  Act, they will be subject to the
prospectus  delivery  requirements  of the Securities Act. If we are required to
supplement this prospectus or post-effectively  amend the registration statement
to disclose a specific  plan of  distribution  of the selling  stockholder,  the
supplement  or  amendment   will  describe  the   particulars  of  the  plan  of
distribution,  including the shares of common stock, purchase price and names of
any agent, broker,  dealer, or underwriter or arrangements  relating to any such
an entity or applicable commissions.

                                      -15-
Under applicable rules and regulations  under the Securities  Exchange Act
of 1934, as amended,  no person  engaged in the  distribution  of the shares may
simultaneously  engage in market  making  activities  with respect to our common
stock for a restricted  period before the commencement of the  distribution.  In
addition,  the selling stockholders will be subject to applicable  provisions of
the Securities  Exchange Act and the associated rules and regulations  under the
Securities  Exchange Act,  including  Regulation M, the  provisions of which may
limit  the  timing  of  purchases  and  sales  of  the  shares  by  the  selling
stockholders.

      We  will  make  copies  of  this  prospectus   available  to  the  selling
stockholders  and have informed the selling  stockholders of the need to deliver
copies of this prospectus to purchasers at or before the time of any sale of the
shares.

      Our common stock is traded on the Nasdaq  National Market under the symbol
"STAA." The  transfer  agent for our shares of common  stock is  American  Stock
Transfer & Trust Co., 59 Maiden Lane, New York, NY 10038.

                                  LEGAL MATTERS

      The  validity  of the  issuance  of the  shares  of  common  stock in this
offering will be passed upon for us by Sheppard,  Mullin, Richter & Hampton LLP,
Los Angeles, California.

                                     EXPERTS

      The  consolidated   financial  statements  and  the  related  consolidated
financial  statement schedule  incorporated in this prospectus by reference from
our Annual  Report on Form 10-K for the fiscal  year ended  January 3, 2003,  as
amended,  have been audited by BDO Seidman,  LLP,  independent  certified public
accountants,  as stated in their report dated February 21, 2003 (except for Note
18, as to which the report is dated  March 26,  2003,  and Notes 6 and 19, as to
which the report is dated November 17, 2003),  which is  incorporated  herein by
reference,  and have been so  incorporated  in reliance  upon the report of such
firm given upon their authority as experts in accounting and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

      Because we are subject to the informational requirements of the Securities
Exchange Act, we file reports,  proxy statements and other  information with the
SEC. You may read and copy these reports, proxy statements and other information
at the public reference room maintained by the SEC at the following address:

                        Public Reference Room
                        450 Fifth Street, N.W.
                        Washington, D.C. 20549

You may obtain  information  on the  operation of the public  reference  room by
calling  the  SEC at  (800)  SEC-0330.  In  addition,  we are  required  to file
electronic  versions  of those  materials  with the SEC  through the SEC's EDGAR
system.  The SEC  maintains  a web site at  http://www.sec.gov,  which  contains
reports,  proxy statements and other information regarding registrants that file
electronically with the SEC.

                                      -16-
We have filed with the SEC a registration  statement on Form S-3 under the
Securities Act with respect to the securities offered with this prospectus. This
prospectus  does  not  contain  all  of  the  information  in  the  registration
statement,  parts of which we have  omitted,  as  allowed  under  the  rules and
regulations  of the SEC.  You should  refer to the  registration  statement  for
further information with respect to us and our securities.  Statements contained
in this  prospectus as to the contents of any contract or other document are not
necessarily  complete  and, in each  instance,  we refer you to the copy of each
contract or document filed as an exhibit to the registration  statement.  Copies
of the registration  statement,  including  exhibits,  may be inspected  without
charge at the SEC's  principal  office in  Washington,  D.C., and you may obtain
copies from that office upon payment of the fees prescribed by the SEC.

      We will  furnish  without  charge  to each  person  to whom a copy of this
prospectus is delivered, upon written or oral request, a copy of the information
that has been  incorporated by reference into this prospectus  (except exhibits,
unless they are  specifically  incorporated by reference into this  prospectus).
You should direct any requests for copies to: Investor Relations, STAAR Surgical
Company, 1911 Walker Avenue, Monrovia,  California 91016, telephone number (626)
303-7902.

                      INFORMATION INCORPORATED BY REFERENCE

      The Securities and Exchange Commission,  or SEC, allows us to "incorporate
by reference" in this prospectus the information that we file with the SEC. This
means that we can disclose  important  information  by  referring  the reader to
those SEC filings. The information incorporated by reference is considered to be
part of this prospectus,  and later information we file with the SEC will update
and supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Section 13(a),  13(c),  14,
or  15(d)  of the  Securities  Exchange  Act  prior  to the  termination  of the
offering:

      o  our  Annual  Report on Form 10-K for our fiscal  year ended  January 3,
         2003, as amended;

      o  our Quarterly  Reports on Form 10-Q for our fiscal quarters ended April
         4, 2003, as amended, July 4, 2003, as amended, and October 3, 2003;

      o  all other  reports  filed  pursuant to  Sections  13(a) or 15(d) of the
         Securities  Exchange  Act of 1934,  as  amended,  since  the end of the
         fiscal year covered by the annual report referred to in (a) above; and

      o  the description of our common stock contained in Amendment No. 1 to our
         registration  statement  on Form 8-A/A  filed with the SEC on April 18,
         2003,  including  any  amendment  or report  filed for the  purpose  of
         updating this description.

      You may  obtain  copies  of  those  documents  from us,  free of cost,  by
contacting us at the address or telephone number provided in "Where You Can Find
More Information" immediately above.

                                      -17-
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)   All  other  reports  filed  pursuant  to  Sections  13(a)  or 15(d) of the
      Securities  Exchange Act of 1934, as amended,  since the end of the fiscal
      year covered by the annual report referred to in (a) above;

(c)   the  description  of our common stock  contained in Amendment No. 1 to our
      registration statement on Form 8-A/A filed with the SEC on April 18, 2003,
      including  any  amendment or report filed for the purpose of updating this
      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.

Item 4. Description of Securities.

            Not applicable.

Item 5. Interests of Named Experts and Counsel.

            Not applicable.

Item 6. Indemnification of Directors and Officers.

            Section 145 of the Delaware General  Corporation Law provides that a
corporation may indemnify  directors and officers as well as other employees and
individuals against expenses (including attorneys' fees),  judgments,  fines and
amounts paid in  settlement  in  connection  with  specified  actions,  suits or

                                      II-1
proceedings,  whether civil,  criminal,  administrative or investigative  (other
than an action by or in the right of the corporation or a derivative action), if
they acted in good faith and in a manner  they  reasonably  believed to be in or
not opposed to the best  interests of the  corporation  and, with respect to any
criminal action or proceedings, had no reasonable cause to believe their conduct
was unlawful.

            A similar standard is applicable in the case of derivative  actions,
except that indemnification only extends to expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action,  and the statute  requires court  approval  before there can be any
indemnification  where the person seeking  indemnification has been found liable
to the  corporation.  The statute  provides  that it is not  exclusive  of other
indemnification   that  may  be  granted  by  a  corporation's   certificate  of
incorporation,  bylaws, disinterested director vote, stockholder vote, agreement
or otherwise.

            As permitted by Section 145 of the Delaware General Corporation Law,
Article  VIII  of  the  Company's  certificate  of  incorporation,  as  amended,
provides:

            "The  corporation  shall to the fullest extent  permitted by Section
            145 of the Delaware  General  Corporation  Law indemnify all persons
            whom it may indemnify pursuant thereto."

            Also as permitted by Section 145 of the Delaware General Corporation
Law, Article VI of the Company's bylaws, as amended, provides:

            "On  the  terms,  to  the  extent,  and  subject  to  the  condition
            prescribed  by  statue  and  by  such  rules  and  regulations,  not
            inconsistent  with  statute,  as the Board of  Directors  may in its
            discretion  impose in  general  or  particular  cases or  classes of
            cases,  (a) the  Corporation  shall  indemnify  any person made,  or
            threatened to be made, a party to an action or proceeding,  civil or
            criminal,  including  an  action  by or in the  rights  of any other
            corporation  of any  type  or  kind,  domestic  or  foreign,  or any
            partnership,  joint venture,  trust,  employee benefit plan or other
            enterprise  which any director or officer of the Corporation  served
            in any capacity at the request of the Corporation,  by reason of the
            fact that he, his testator or  intestate,  was a director or officer
            of the Corporation,  or served such other corporation,  partnership,
            joint venture,  trust,  employee benefit plan or other enterprise in
            any capacity,  against judgments,  fines, amounts paid in settlement
            and reasonable  expenses,  including  attorneys' fees,  actually and
            necessarily  incurred as a result of such action or  proceeding,  or
            any appeal  therein,  and (b) the Corporation may pay, in advance of
            final disposition of any such action or proceeding, expense incurred
            by such person in defining such action or proceeding.

            On  the  terms,  to  the  extent,  and  subject  to  the  conditions
            prescribed  by  statute  and by  such  rules  and  regulations,  not
            inconsistent  with  statute,  as the Board of  Directors  may in its

                                      II-2
discretion  impose in  general  or  particular  cases or  classes of
            cases,  (a) the Corporation  shall indemnify any person made a party
            to an  action  by or in the right of the  Corporation  to  procure a
            judgment in its favor,  by reason of the fact that he, his  testator
            or  intestate,  is or was a director or officer of the  Corporation,
            against the reasonable expenses, including attorneys' fees, actually
            and  necessarily  incurred by him in connection  with the defense of
            such action,  or in connection with an appeal  therein,  and (b) the
            Corporation  may pay,  in advance of final  disposition  of any such
            action, expenses incurred by such person in defending such action or
            proceeding."

            Our by-laws provide for indemnification of officers and directors to
the fullest extent  permitted by Delaware law. In addition,  the Registrant has,
and intends in the future to enter into,  agreements to provide  indemnification
for directors and officers in addition to that provided for in the by-laws.

            We maintain an insurance  policy pursuant to which our directors and
officers are insured,  within the limits and subject to the  limitations  of the
policy,  against  certain  expenses  in  connection  with the defense of certain
claims,  actions,  suits or proceedings,  and certain liabilities which might be
imposed as a result of such claims,  actions, suits or proceedings,  that may be
brought  against  them by reason  of their  being or having  been  directors  or
officers.

            We generally enter into  agreements with our executive  officers and
directors to indemnify them to the fullest extent  permitted  under the Delaware
General Corporation Law.

Item 7. Exemption from Registration Claimed.

            Not applicable.

Item 8. Exhibits.

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

     4.1       Form of Certificate for Common Stock, par value $0.01 per share
               (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to
               the Company's Registration Statement on Form 8-A/A filed with
               the Commission on April 18, 2003).
     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. II-6)

                                      II-3
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, as amended (the "Securities Act");

              ii. To reflect in the prospectus any facts or events arising after
                  the effective date of this Registration Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information   set  forth  in  this   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  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement; and

             iii. To include any material  information  with respect to the plan
                  of distribution not previously  disclosed in this Registration
                  Statement or any material  change to such  information in this
                  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 S-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  15(d) of the
                  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
                  Act") that are incorporated by reference in this  Registration
                  Statement.

          2.  That,  for the  purpose of  determining  any  liability  under the
              Securities Act, 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, each filing of the
         registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the
         Exchange Act (and, where applicable, each filing of an employee benefit
         plan's  annual  report  pursuant to Section  15(d) of the Exchange Act)
         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-4
(c) Insofar  as   indemnification   for   liabilities   arising  under  the
         Securities  Act may be permitted to directors,  executive  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 Commission such indemnification is against public policy
         as expressed in the Securities 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
         Securities Act and will be governed by the final  adjudication  of such
         issue.

                                      II-5
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 December 12, 2003.

                             STAAR SURGICAL COMPANY

                             By:    /s/ David Bailey
                                    --------------------------------------------
                                    David Bailey
                                    President, Chief Executive Officer, Chairman
                                    and Director (Principal 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 STAAR Surgical  Company 2003 Omnibus Equity  Incentive Plan (including
the  schedules  and  all  exhibits  and  other   documents  filed  therewith  or
constituting a part thereof) and certain  individual  benefit plans; 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.

                                      II-6
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 Officer,      December 12, 2003
--------------------------------------------      Chairman and Director (Principal
David Bailey                                      Executive Officer)

/s/ John Bily                                     Chief Financial Officer and Chief        December 12, 2003
--------------------------------------------      Accounting Officer (Principal
John Bily                                         Financial and Accounting Officer)

/s/ Donald Duffy                                  Director                                 December 12, 2003
--------------------------------------------
Donald Duffy

/s/ Dr. Volker D. Anhaeusser                      Director                                 December 12, 2003
--------------------------------------------
Dr. Volker D. Anhaeusser

/s/ John R. Gilbert                               Director                                 December 12, 2003
--------------------------------------------
John R. Gilbert

/s/ David Morrison                                Director                                 December 12, 2003
--------------------------------------------
David Morrison
II-7
EXHIBIT INDEX

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

     4.1       Form of Certificate  for Common Stock,  par value $0.01 per share
               (incorporated  by reference to Exhibit 4.1 to Amendment  No. 1 to
               the Company's Registration Statement on Form 8-A/A filed with the
               Commission on April 18, 2003).

     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. II-6)

                                      II-8