As filed with the Securities and Exchange Commission on November 26, 1996      
                              Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act Of 1933
                                ----------------

                             LASERSIGHT INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)

                   Delaware                             65-0273162
          (State of Incorporation)          (I.R.S. Employer Identification No.)
                              
                              12161 Lackland Road
                            St. Louis, Missouri 63146
                    (Address of Principal Executive Offices)

                             Lasersight Incorporated
                           1996 Equity Incentive Plan
                            (Full Title of the Plan)
                                ----------------
       Gregory L. Wilson                           With Copies To:
     Chief Financial Officer                   Jacques K. Meguire, Esq.
     Lasersight Incorporated                 Sonnenschein Nath & Rosenthal
       12161 Lackland Road                         8000 Sears Tower
    St. Louis, Missouri 63146                   Chicago, Illinois 60606
          (314) 469-3220                             (312) 876-8000
(Name, Address, and Telephone Number
      of Agent for Service)

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

                                             CALCULATION OF REGISTRATION FEE
============================================================================================================================
<S>                                          <C>                <C>                  <C>                   <C>
 
                                               Amount            Proposed maximum     Proposed maximum         
          Title of securities                   to be           offering price per   aggregate offering       Amount of  
            to be registered                  registered              share                 price          registration fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value                     750,000 shares       $ 5.78125 (1)(2)      $ 4,335,938 (1)     $ 1,313.92 (1)
 $.001 per share
============================================================================================================================
<FN>

(1)  Calculated  pursuant to Rules  457(h)(1) and 457(c) based on the average of
     the high and low prices of the  Registrant's  common  stock on November 25,
     1996 as reported by the NASDAQ National Market.

(2)  Estimated solely for the purpose of calculating the registration fee in 
     accordance with Rule 457 under the Securities Act of 1933, as amended.
</FN>
</TABLE>

<PAGE>


                                EXPLANATORY NOTE
                                ----------------


         As permitted  by the rules of the  Securities  and Exchange  Commission
         (the "Commission"),  this Registration  Statement omits the information
         specified in Part I of Form S-8.





<PAGE>



                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3:  Incorporation of Documents by Reference
         ---------------------------------------
     The   following   documents   filed  with  the   Commission  by  Lasersight
Incorporated  (the  "Company")  (File  No.  0-19671)  are  incorporated  in this
Registration Statement on Form S-8 (the "Registration Statement") by reference:

     1.  The Company's Annual Report on Form 10-K for the fiscal year ended 
         December 31, 1995;

     2.  The Company's Quarterly Report on Form 10-Q for the quarter ended 
         September 30, 1996;

     3.  The Company's  Current Reports on Form 8-K filed with the Commission 
         on April 16, 1966, May 6, 1996, July 8, 1996, July 9, 1996, July 18, 
         1996, September 6, 1996 and September 16, 1996; and

     4.  The description of the Common Stock contained in the Company's Form 
         8-A/A (Amend. No. 2) filed with the Commission on April 26, 1996.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Securities  Exchange Act of 1934  ("Exchange  Act"),
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  registered  hereunder have been sold or which deregisters all of the
securities  offered then remaining  unsold,  shall be deemed to be  incorporated
herein  by  reference  and to be a part  hereof  from the date of filing of such
documents.

Item 4:  Description of Securities
         -------------------------
     Not applicable.

Item 5:  Interests of Named Experts and Counsel
         --------------------------------------
     Not applicable.

Item 6:  Indemnification of Directors and Officers
         -----------------------------------------
     Section  145  of  the  Delaware   General   Corporation  Law  authorizes  a
corporation  to indemnify its directors and officers as well as other  employees
and individuals in terms sufficiently broad to permit such indemnification under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred)  arising  under the  Securities  Act.  In  addition,  pursuant  to the
authority of Delaware law, the Certificate of Incorporation,  as amended, of the
Company  also  eliminates  this  monetary  liability of directors to the fullest
extent permitted by Delaware law.

The Company  maintains  directors' and officers'  liability  insurance  policies
covering  certain  liabilities of persons  serving as officers and directors and
providing  reimbursement  to the  Registrant  for  its  indemnification  of such
persons.


<PAGE>


Item 7: Exemption from Registration Claimed
        ----------------------------------- 
     Not applicable.

Item 8: Exhibits
        -------- 
Exhibit No.                             Description
----------------------------------------------------------


   4.1              Certificate of Incorporation of LaserSight Incorporated, and
                    all amendments thereto (filed as Exhibit 1 to the Form 8-A/A
                    filed on  January  17,  1996 and is  incorporated  herein by
                    reference).

   5.1              Opinion of Sonnenschein Nath & Rosenthal.

   23.1             Consent of Sonnenschein Nath & Rosenthal (see Exhibit 5).

   23.2             Consent of KPMG Peat Marwick LLP.

   23.3             Consent of Lovelace, Roby & Company, P.A.

   24.1             Powers of Attorney.

================================================================================
Item 9:  Undertakings
         ------------
Rule 415 Offering.
------------------

     The Company hereby undertakes:

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

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

         (ii) To reflect in the prospectus any facts or events arising after the
         effective  date  of the  Registration  Statement  (or the  most  recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate,  represent a fundamental change in the information set forth
         in the Registration Statement;

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

Provided,  however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the Company with the Commission  pursuant
to Section 13 or Section  15(d) of the  Exchange  Act that are  incorporated  by
reference in the Registration Statement.

<PAGE>

     (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.

Incorporation of Subsequent Exchange Act Documents by Reference.
----------------------------------------------------------------

     The  Company  hereby  undertakes  that,  for  purposes of  determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  Section  15(d)  of the  Exchange  Act  that is
incorporated by reference in the 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.

Form S-8 Registration Statement.
--------------------------------

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted to  directors,  officers  and  controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses  incurred or paid by a director,  officer
or controlling  person of the Company 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 Company 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.


<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
Lasersight Incorporated 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 County of St. Louis, State of Missouri, on November 26,
1996.

                                   LASERSIGHT INCORPORATED

                                   By:    /s/ Gregory L. Wilson
                                      -------------------------------------
                                         Gregory L. Wilson
                                          Chief Financial Officer

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

/s/ Michael R. Farris*                                       November 26, 1996
------------------------------------------------
Michael R. Farris, President, Chief Executive
 Officer, and Director

/s/Francis E. O'Donnell, Jr.*                                November 26, 1996
------------------------------------------------
Francis E. O'Donnell, Jr., M.D., Chairman of the
 Board and Director

/s/Emanuela Dobrin-Charlton*                                 November 26, 1996
------------------------------------------------
Emanuela Dobrin-Charlton, Ph.D., Director

/s/ Richard C. Lutzy*                                        November 26, 1996
------------------------------------------------
Richard C. Lutzy, Director

/s/Thomas Quinn*                                             November 26, 1996
------------------------------------------------
Thomas Quinn, Director

/s/J. Richard Crowley*                                       November 26, 1996
------------------------------------------------
J. Richard Crowley, Director

/s/ David T. Pieroni*                                        November 26, 1996
------------------------------------------------
David T. Pieroni, Director

/s/Gregory L. Wilson*                                        November 26, 1996
------------------------------------------------
Gregory L. Wilson, Chief Financial Officer 
 (Principal accounting officer)

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

*/   By: /s/ Gregory L. Wilson
---------------------------------------------------
           (Gregory L. Wilson, as Attorney-in-Fact)

<PAGE>


                                INDEX TO EXHIBITS
                                -----------------

Exhibit
  No.                Description                                  
-------              -----------                                                


4.1         Certificate of  Incorporation  of LaserSight  Incorporated,  and all
            amendments  thereto  (filed as Exhibit 1 to the Form 8-A/A  filed on
            January 17, 1996 and is incorporated herein by reference).

5.1         Opinion of Sonnenschein Nath & Rosenthal.     

23.1        Consent of Sonnenschein Nath & Rosenthal (see Exhibit 5).

23.2        Consent of KPMG Peat Marwick LLP.                 

23.3        Consent of Lovelace, Roby & Company, P.A.      

24.1        Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT-LSI 1996 EQUITY INCEN.PLAN", "secsgml_size_bytes": 14374}]
{"company-data": {"conformed-name": "LASERSIGHT INC /DE", "cik": "0000879301", "assigned-sic": "3845", "irs-number": "650273162", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16823", "film-number": "96672662"}, "business-address": {"street1": "12161 LACKLAND RD", "city": "ST LOUIS", "state": "MO", "zip": "63146", "phone": "3144693220"}, "mail-address": {"street1": "12161 LACKLAND RD", "city": "ST LOUIS", "state": "MO", "zip": "63146"}}
As filed with the Securities and Exchange Commission on November 26, 1996      
                              Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act Of 1933
                                ----------------

                             LASERSIGHT INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)

                   Delaware                             65-0273162
          (State of Incorporation)          (I.R.S. Employer Identification No.)
                              
                              12161 Lackland Road
                            St. Louis, Missouri 63146
                    (Address of Principal Executive Offices)

                             Lasersight Incorporated
                           1996 Equity Incentive Plan
                            (Full Title of the Plan)
                                ----------------
       Gregory L. Wilson                           With Copies To:
     Chief Financial Officer                   Jacques K. Meguire, Esq.
     Lasersight Incorporated                 Sonnenschein Nath & Rosenthal
       12161 Lackland Road                         8000 Sears Tower
    St. Louis, Missouri 63146                   Chicago, Illinois 60606
          (314) 469-3220                             (312) 876-8000
(Name, Address, and Telephone Number
      of Agent for Service)

                                ---------------
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Amount            Proposed maximum     Proposed maximum         
          Title of securities                   to be           offering price per   aggregate offering       Amount of  
            to be registered                  registered              share                 price          registration fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value                     750,000 shares       $ 5.78125 (1)(2)      $ 4,335,938 (1)     $ 1,313.92 (1)
 $.001 per share
============================================================================================================================
(1)  Calculated  pursuant to Rules  457(h)(1) and 457(c) based on the average of
     the high and low prices of the  Registrant's  common  stock on November 25,
     1996 as reported by the NASDAQ National Market.

(2)  Estimated solely for the purpose of calculating the registration fee in 
     accordance with Rule 457 under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
                                ----------------

         As permitted  by the rules of the  Securities  and Exchange  Commission
         (the "Commission"),  this Registration  Statement omits the information
         specified in Part I of Form S-8.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3:  Incorporation of Documents by Reference
         ---------------------------------------
     The   following   documents   filed  with  the   Commission  by  Lasersight
Incorporated  (the  "Company")  (File  No.  0-19671)  are  incorporated  in this
Registration Statement on Form S-8 (the "Registration Statement") by reference:

     1.  The Company's Annual Report on Form 10-K for the fiscal year ended 
         December 31, 1995;

     2.  The Company's Quarterly Report on Form 10-Q for the quarter ended 
         September 30, 1996;

     3.  The Company's  Current Reports on Form 8-K filed with the Commission 
         on April 16, 1966, May 6, 1996, July 8, 1996, July 9, 1996, July 18, 
         1996, September 6, 1996 and September 16, 1996; and

     4.  The description of the Common Stock contained in the Company's Form 
         8-A/A (Amend. No. 2) filed with the Commission on April 26, 1996.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Securities  Exchange Act of 1934  ("Exchange  Act"),
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  registered  hereunder have been sold or which deregisters all of the
securities  offered then remaining  unsold,  shall be deemed to be  incorporated
herein  by  reference  and to be a part  hereof  from the date of filing of such
documents.

Item 4:  Description of Securities
         -------------------------
     Not applicable.

Item 5:  Interests of Named Experts and Counsel
         --------------------------------------
     Not applicable.

Item 6:  Indemnification of Directors and Officers
         -----------------------------------------
     Section  145  of  the  Delaware   General   Corporation  Law  authorizes  a
corporation  to indemnify its directors and officers as well as other  employees
and individuals in terms sufficiently broad to permit such indemnification under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred)  arising  under the  Securities  Act.  In  addition,  pursuant  to the
authority of Delaware law, the Certificate of Incorporation,  as amended, of the
Company  also  eliminates  this  monetary  liability of directors to the fullest
extent permitted by Delaware law.

The Company  maintains  directors' and officers'  liability  insurance  policies
covering  certain  liabilities of persons  serving as officers and directors and
providing  reimbursement  to the  Registrant  for  its  indemnification  of such
persons.
Item 7: Exemption from Registration Claimed
        ----------------------------------- 
     Not applicable.

Item 8: Exhibits
        -------- 
Exhibit No.                             Description
----------------------------------------------------------

   4.1              Certificate of Incorporation of LaserSight Incorporated, and
                    all amendments thereto (filed as Exhibit 1 to the Form 8-A/A
                    filed on  January  17,  1996 and is  incorporated  herein by
                    reference).

   5.1              Opinion of Sonnenschein Nath & Rosenthal.

   23.1             Consent of Sonnenschein Nath & Rosenthal (see Exhibit 5).

   23.2             Consent of KPMG Peat Marwick LLP.

   23.3             Consent of Lovelace, Roby & Company, P.A.

   24.1             Powers of Attorney.

================================================================================
Item 9:  Undertakings
         ------------
Rule 415 Offering.
------------------

     The Company hereby undertakes:

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

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

         (ii) To reflect in the prospectus any facts or events arising after the
         effective  date  of the  Registration  Statement  (or the  most  recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate,  represent a fundamental change in the information set forth
         in the Registration Statement;

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

Provided,  however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the Company with the Commission  pursuant
to Section 13 or Section  15(d) of the  Exchange  Act that are  incorporated  by
reference in the 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.

Incorporation of Subsequent Exchange Act Documents by Reference.
----------------------------------------------------------------

     The  Company  hereby  undertakes  that,  for  purposes of  determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  Section  15(d)  of the  Exchange  Act  that is
incorporated by reference in the 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.

Form S-8 Registration Statement.
--------------------------------

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted to  directors,  officers  and  controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses  incurred or paid by a director,  officer
or controlling  person of the Company 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 Company 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.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
Lasersight Incorporated 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 County of St. Louis, State of Missouri, on November 26,
1996.

                                   LASERSIGHT INCORPORATED

                                   By:    /s/ Gregory L. Wilson
                                      -------------------------------------
                                         Gregory L. Wilson
                                          Chief Financial Officer

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

/s/ Michael R. Farris*                                       November 26, 1996
------------------------------------------------
Michael R. Farris, President, Chief Executive
 Officer, and Director

/s/Francis E. O'Donnell, Jr.*                                November 26, 1996
------------------------------------------------
Francis E. O'Donnell, Jr., M.D., Chairman of the
 Board and Director

/s/Emanuela Dobrin-Charlton*                                 November 26, 1996
------------------------------------------------
Emanuela Dobrin-Charlton, Ph.D., Director

/s/ Richard C. Lutzy*                                        November 26, 1996
------------------------------------------------
Richard C. Lutzy, Director

/s/Thomas Quinn*                                             November 26, 1996
------------------------------------------------
Thomas Quinn, Director

/s/J. Richard Crowley*                                       November 26, 1996
------------------------------------------------
J. Richard Crowley, Director

/s/ David T. Pieroni*                                        November 26, 1996
------------------------------------------------
David T. Pieroni, Director

/s/Gregory L. Wilson*                                        November 26, 1996
------------------------------------------------
Gregory L. Wilson, Chief Financial Officer 
 (Principal accounting officer)

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

*/   By: /s/ Gregory L. Wilson
---------------------------------------------------
           (Gregory L. Wilson, as Attorney-in-Fact)
INDEX TO EXHIBITS
                                -----------------

Exhibit
  No.                Description                                  
-------              -----------                                                

4.1         Certificate of  Incorporation  of LaserSight  Incorporated,  and all
            amendments  thereto  (filed as Exhibit 1 to the Form 8-A/A  filed on
            January 17, 1996 and is incorporated herein by reference).

5.1         Opinion of Sonnenschein Nath & Rosenthal.     

23.1        Consent of Sonnenschein Nath & Rosenthal (see Exhibit 5).

23.2        Consent of KPMG Peat Marwick LLP.                 

23.3        Consent of Lovelace, Roby & Company, P.A.      

24.1        Powers of Attorney.