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)
                               ___________________

                     1998 STAAR Surgical Company Stock Plan
                            (Full title of the plan)
                               ___________________

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

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

                                    Copy to:

                            Charles S. Kaufman, Esq.
                     Sheppard, Mullin, Richter & Hampton LLP
                        333 South Hope Street, 48th Floor
                          Los Angeles, California 90071
                                 (213) 620-1780
<table>
<caption>
                                                CALCULATION OF REGISTRATION FEE
____________________________________________________________________________________________________________________________________
Title of each class of
  securities to be                                      Proposed maximum               Proposed maximum       Amount of registration
   registered           Amount to be registered(1)   offering price per share(2)  aggregate offering price(2)         fee(2)
____________________________________________________________________________________________________________________________________
<S>                          <C>                               <C>                     <C>                            <C>
Common Stock, par value      2,140,261 shares                  $5.80                   $12,413,514                    $1,005
$0.01 per share
____________________________________________________________________________________________________________________________________
(1)   In addition,  this  Registration  Statement also covers such  indeterminate  number of shares of Common Stock as may be issued
      pursuant to the employee benefit plan described herein as a result of the adjustment provisions thereof.
(2)   Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate,  and the registration fee were calculated
      based upon the  average of the high and low prices of the Common  Stock on April 11, 2003,  as  reported  on the Nasdaq  Stock
      Market.
</table>
<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 1998 STAAR  Surgical  Company
Stock Plan of STAAR Surgical Company, a Delaware corporation (the "Company"), as
specified  by  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the  "Securities  Act").  Such  documents need not be filed with the Commission
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements  pursuant to Securities Act Rule 424 in accordance  with the Note to
Part I of Form S-8. These documents, and the documents incorporated by reference
in this Registration  Statement  pursuant to Item 3 of Form S-8, taken together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  previously  filed  documents  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; and

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

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

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

                                      -1-
<PAGE>

Item 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
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

                                      -2-
<PAGE>

         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  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."

         The  Company   maintains   an  insurance  policy  pursuant to which the
directors and officers of the Company 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,  which may be  brought  against  them by  reason of their  being or
having been such  directors or  officers.  In  addition,  the Company  generally
enters into an indemnification agreement with each of its directors.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

      Exhibit
      Number                         Description of Exhibit
      ______                         ______________________

        5.1           Opinion of Sheppard, Mullin , Richter & Hampton, LLP
       23.1           Consent of Sheppard, Mullin , Richter & Hampton, LLP
                      (included in its opinion filed as
                      Exhibit 5.1)
       23.2           Consent of BDO Seidman, LLP
       24.1           Power of Attorney (See p. 6)

                                      -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;

                      (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  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

                                      -4-
<PAGE>

     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.

               (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.































                                      -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 April 18, 2003.

                             STAAR SURGICAL COMPANY


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


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

         KNOW ALL BY THESE PRESENTS,  that each of the undersigned directors and
officers of STAAR Surgical  Company,  a Delaware  corporation  (the  "Company"),
hereby nominate and appoint David Bailey and John Biley, 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 1998 STAAR  Surgical  Company Stock Plan  (including the schedules and
all  exhibits  and  other  documents  filed  therewith  or  constituting  a part
thereof);  and  (2)  any one or more  amendments  to any  part of the  foregoing
registration statement,  including any post-effective  amendments, or appendices
or  supplements  that may be  required  to be filed  under  the Act to keep such
registration statement effective or to terminate its effectiveness.

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

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

                                      -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               April 18, 2003
David Bailey                                Officer, Chairman and Director
                                            (Principal Executive Officer)


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


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


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


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


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

</table>








                                      -7-
<PAGE>
                                  EXHIBIT INDEX


   Exhibit
   Number                              Description of Exhibit
   _______                             ______________________

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

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

    23.2           Consent of BDO Seidman, LLP

    24.1           Power of Attorney (See p. 6)






























                                      -8-
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{"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": "333-104644", "film-number": "03656096"}, "business-address": {"street1": "1911 WALKER AVE", "city": "MONROVIA", "state": "CA", "zip": "91016", "phone": "8183037902"}, "mail-address": {"street1": "1911 WALKER AVE", "city": "MONROVIA", "state": "CA", "zip": "91016"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ___________________

                                    Form S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               ___________________

                             STAAR SURGICAL COMPANY
             (Exact name of registrant as specified in its charter)
                               ___________________
             Delaware                                           95-3797439
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                            Identification No.)

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

                     1998 STAAR Surgical Company Stock Plan
                            (Full title of the plan)
                               ___________________

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

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

                                    Copy to:

                            Charles S. Kaufman, Esq.
                     Sheppard, Mullin, Richter & Hampton LLP
                        333 South Hope Street, 48th Floor
                          Los Angeles, California 90071
                                 (213) 620-1780
CALCULATION OF REGISTRATION FEE
____________________________________________________________________________________________________________________________________
Title of each class of
  securities to be                                      Proposed maximum               Proposed maximum       Amount of registration
   registered           Amount to be registered(1)   offering price per share(2)  aggregate offering price(2)         fee(2)
____________________________________________________________________________________________________________________________________
Common Stock, par value      2,140,261 shares                  $5.80                   $12,413,514                    $1,005
$0.01 per share
____________________________________________________________________________________________________________________________________
(1)   In addition,  this  Registration  Statement also covers such  indeterminate  number of shares of Common Stock as may be issued
      pursuant to the employee benefit plan described herein as a result of the adjustment provisions thereof.
(2)   Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate,  and the registration fee were calculated
      based upon the  average of the high and low prices of the Common  Stock on April 11, 2003,  as  reported  on the Nasdaq  Stock
      Market.
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 1998 STAAR  Surgical  Company
Stock Plan of STAAR Surgical Company, a Delaware corporation (the "Company"), as
specified  by  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the  "Securities  Act").  Such  documents need not be filed with the Commission
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements  pursuant to Securities Act Rule 424 in accordance  with the Note to
Part I of Form S-8. These documents, and the documents incorporated by reference
in this Registration  Statement  pursuant to Item 3 of Form S-8, taken together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  previously  filed  documents  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; and

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

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

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

                                      -1-
Item 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
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

                                      -2-
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  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."

         The  Company   maintains   an  insurance  policy  pursuant to which the
directors and officers of the Company 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,  which may be  brought  against  them by  reason of their  being or
having been such  directors or  officers.  In  addition,  the Company  generally
enters into an indemnification agreement with each of its directors.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

      Exhibit
      Number                         Description of Exhibit
      ______                         ______________________

        5.1           Opinion of Sheppard, Mullin , Richter & Hampton, LLP
       23.1           Consent of Sheppard, Mullin , Richter & Hampton, LLP
                      (included in its opinion filed as
                      Exhibit 5.1)
       23.2           Consent of BDO Seidman, LLP
       24.1           Power of Attorney (See p. 6)

                                      -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;

                      (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  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

                                      -4-
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.

               (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.

                                      -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 April 18, 2003.

                             STAAR SURGICAL COMPANY

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

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

         KNOW ALL BY THESE PRESENTS,  that each of the undersigned directors and
officers of STAAR Surgical  Company,  a Delaware  corporation  (the  "Company"),
hereby nominate and appoint David Bailey and John Biley, 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 1998 STAAR  Surgical  Company Stock Plan  (including the schedules and
all  exhibits  and  other  documents  filed  therewith  or  constituting  a part
thereof);  and  (2)  any one or more  amendments  to any  part of the  foregoing
registration statement,  including any post-effective  amendments, or appendices
or  supplements  that may be  required  to be filed  under  the Act to keep such
registration statement effective or to terminate its effectiveness.

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

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

                                      -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               April 18, 2003
David Bailey                                Officer, Chairman and Director
                                            (Principal Executive Officer)

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

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

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

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

/s/ David Morrison
______________________________________      Director                                 April 18, 2003
David Morrison
-7-
EXHIBIT INDEX

   Exhibit
   Number                              Description of Exhibit
   _______                             ______________________

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

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

    23.2           Consent of BDO Seidman, LLP

    24.1           Power of Attorney (See p. 6)

                                      -8-