UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 8-K


                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


               Date of Report (Date of earliest event reported):
                     November 15, 2004 (November 12, 2004)



                         ADVANCED MEDICAL OPTICS, INC.
             (Exact name of registrant as specified in its charter)



             DELAWARE                    01-31257              33-0986820
    ---------------------------        -----------            -------------
   (State or other jurisdiction        (Commission            (IRS Employer
         of incorporation)             File Number)        Identification No.)



         1700 E. ST. ANDREW PLACE
               SANTA ANA, CA                                  92705
  --------------------------------------                   -----------
 (Address of principal executive offices)                  (Zip Code)


       Registrant's telephone number, including area code: (714) 247-8200


                                 Not applicable
         (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ] Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

     [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)

     [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

     [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

         On November 12, 2004, Advanced Medical Optics, Inc. issued an
aggregate of 162,319 shares of its common stock to a holder of its 3 1/2%
Convertible Senior Subordinated Notes due 2023 (the "3 1/2% convertible notes")
in exchange for $3 million aggregate principal amount of the 3 1/2% convertible
notes in a privately negotiated transaction. The issuance of the shares of
common stock was made in reliance on Section 3(a)(9) of the Securities Act of
1933, as amended.






<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                      ADVANCED MEDICAL OPTICS, INC.
                                      (Registrant)

                                      By:    /s/ Aimee S. Weisner
Date: November  15, 2004                     ---------------------------------
                                               Aimee S. Weisner
                                               Corporate Vice President,
                                               General Counsel and Secretary
[{"type": "8-K", "sequence": "1", "filename": "la375926.txt", "secsgml_size_bytes": 3233}]
{"company-data": {"conformed-name": "ADVANCED MEDICAL OPTICS INC", "cik": "0001168335", "assigned-sic": "3841", "irs-number": "330986820", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-31257", "film-number": "041141689"}, "business-address": {"street1": "1700 E. ST. ANDREW PL.", "city": "SANTA ANA", "state": "CA", "zip": "92705", "phone": "714-247-8200"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

               Date of Report (Date of earliest event reported):
                     November 15, 2004 (November 12, 2004)

                         ADVANCED MEDICAL OPTICS, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                    01-31257              33-0986820
    ---------------------------        -----------            -------------
   (State or other jurisdiction        (Commission            (IRS Employer
         of incorporation)             File Number)        Identification No.)

         1700 E. ST. ANDREW PLACE
               SANTA ANA, CA                                  92705
  --------------------------------------                   -----------
 (Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (714) 247-8200

                                 Not applicable
         (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ] Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

     [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)

     [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

     [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

         On November 12, 2004, Advanced Medical Optics, Inc. issued an
aggregate of 162,319 shares of its common stock to a holder of its 3 1/2%
Convertible Senior Subordinated Notes due 2023 (the "3 1/2% convertible notes")
in exchange for $3 million aggregate principal amount of the 3 1/2% convertible
notes in a privately negotiated transaction. The issuance of the shares of
common stock was made in reliance on Section 3(a)(9) of the Securities Act of
1933, as amended.
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      ADVANCED MEDICAL OPTICS, INC.
                                      (Registrant)

                                      By:    /s/ Aimee S. Weisner
Date: November  15, 2004                     ---------------------------------
                                               Aimee S. Weisner
                                               Corporate Vice President,
                                               General Counsel and Secretary