Reg. No. 333-____
   As filed with the Securities and Exchange Commission on July 30, 1999


                       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.)
                      3300 University Boulevard, Suite 140
                           Winter Park, Florida 32792
              (Address and Zip Code of Principal Executive Offices)

               LaserSight Incorporated 1996 Equity Incentive Plan
     LaserSight Incorporated 1996 Non-Employee Directors' Stock Option Plan
                            (Full Title of the Plans)

                                Gregory L. Wilson
                             Chief Financial Officer
                      3300 University Boulevard, Suite 140
                           Winter Park, Florida 32792
                                 (407) 678-9900
           (Name, Address, and Telephone Number of Agent For Service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

                                             Proposed Maximum    Proposed Maximum
   Title of Securities     Amount to be    Offering Price Per   Aggregate Offering       Amount of
    to be Registered      Registered (1)        Share (2)            Price (2)        Registration Fee
    ----------------      --------------        ---------            ---------        ----------------

<S>                      <C>                     <C>               <C>                  <C>
Common Stock, par value
$.001 per share(3)       1,300,000 shares        $ 14.13           $18,369,000          $5,106.58

</TABLE>

(1)  Consists of (i) 1,000,000 additional shares of Common Stock,  including the
     associated preferred stock purchase rights described in note 3 below
     ("Common Stock"), issuable pursuant to the LaserSight Incorporated 1996
     Equity Incentive Plan, and (ii) 300,000 additional shares issuable pursuant
     to the LaserSight Incorporated 1996 Non-Employee Directors' Stock Option
     Plan. In the event of a stock split, stock dividend, or similar transaction
     involving the Common Stock, in order to prevent dilution, the number of
     shares of Common Stock registered hereby shall be automatically increased
     to cover the additional shares of Common Stock in accordance with Rule 416
     under the Securities Act of 1933, as amended ("Securities Act").

(2)  Calculated  pursuant to Rules  457(h)(1) and 457(c) based on the average of
     the high and low prices reported for the Registrant's common stock on the
     Nasdaq National Market on July 23, 1999. Estimated solely for the purpose
     of calculating the registration fee in accordance with Rule 457 under the
     Securities Act.

(3)  Includes the associated preferred stock purchase rights (the "Rights") to
     purchase one one-thousandth of a share of Series E Junior Participating
     Preferred Stock. The Rights initially are attached to and trade with the
     Common Stock of the Registrant. The value attributable to such Rights, if
     any, is reflected in the offering price of the Common Stock.

<PAGE>

                                EXPLANATORY NOTE


         This  Registration  Statement  on Form S-8  registers  an  aggregate of
1,300,000 additional shares of Common Stock of LaserSight Incorporated issuable
pursuant to benefit plans of the registrant as follows:


         (1) 1,000,000 shares are for issuance  pursuant to awards granted under
the LaserSight Incorporated 1996 Equity Incentive Plan. As permitted by General
Instruction E to Form S-8, the contents of earlier Registration Statements on
Form S-8 in respect of the 1996 Equity Incentive Plan, as filed with the
Securities and Exchange Commission (the "Commission") on November 26, 1996 (Reg.
No. 333-16823) and August 31, 1998 (Reg. No. 333-62591), are hereby incorporated
herein by reference, except as otherwise updated or modified by this
Registration Statement.


         (2) 300,000  shares are for issuance  pursuant to awards  granted under
LaserSight's 1996 Non-Employee Directors Stock Option Plan. As permitted by
General Instruction E to Form S-8, the contents of earlier Registration
Statements on Form S-8 in respect of the Non-Employee Directors Stock Option
Plan, as filed with the Commission on November 26, 1996 (Reg. No. 333-16817) and
August 31, 1998 (Reg. No. 333-62587), are hereby incorporated herein by
reference, except as otherwise updated or modified by this Registration
Statement.


                                       i
<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 are incorporated in this Registration Statement on Form S-8 (the
"Registration Statement") by reference:

     (a) LaserSight's Annual Report on Form 10-K with respect to the fiscal year
         ended December 31, 1998 filed by LaserSight with the Commission on
         March 31, 1999, as amended by the Form 10-K/A filed with the Commission
         on April 30, 1999;

     (b) All other reports filed by LaserSight  with the Commission  pursuant to
         Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
         1934, as amended (the "Exchange Act") since December 31, 1998.

     (c) The  description  of  LaserSight's   Common  Stock  under  the  caption
         "Description of Securities" on pages 16 to 21 of the prospectus forming
         a part of the Registration Statement on Form S-3 (Reg. No. 333-77825)
         under the Securities Act declared effective by the Commission on June
         3, 1999.

     All documents  subsequently filed by LaserSight pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 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.


                                      II-1

<PAGE>


Item 8:  Exhibits
  Exhibit
  Number                         Description of Exhibit
  ------                         ----------------------

     4.1   Certificate of Incorporation (incorporated by reference to Exhibit 1
           to the Form 8-A/A (Amendment No. 4) filed by LaserSight on June 25,
            1998).

     4.2   By-laws (incorporated by reference to Exhibit 3 to LaserSight's
           Annual Report on Form 10-K for the fiscal year ending
           December  31, 1992 filed by  LaserSight  on March 31, 1993).

     4.3   Rights  Agreement, dated as of July 2, 1998, between LaserSight
           Incorporated and American Stock Transfer & Trust Company, as Rights
           Agent, which includes (i) as Exhibit A thereto the form of
           Certificate of Designation of the Series E Junior Participating
           Preferred Stock, (ii) as Exhibit B thereto the form of Right
           certificate (separate certificates for the Rights will not be issued
           until after the Distribution Date) and (iii) as Exhibit C thereto the
           Summary of Stockholder Rights Agreement (incorporated by reference to
           Exhibit 99.1 to the Form 8-K filed by  LaserSight  on July 8, 1998).

     4.4   First Amendment, dated as of March 22, 1999, to Rights Agreement,
           dated  as of July 2, 1998, between LaserSight Incorporated and
           American Stock Transfer & Trust Company, as Rights Agent
           (incorporated by reference to Exhibit 2 to Form 8-A/A filed by
           LaserSight on March 29, 1999).

     5.1   Opinion of Sonnenschein Nath & Rosenthal

    23.1   Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1)

    23.2   Consent of KPMG LLP

    24.1   Powers of Attorney (on signature page)

                                      II-2


<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933,  LaserSight
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 Winter Park, Florida on July 30, 1999.


                                           LASERSIGHT INCORPORATED


                                           By: /s/Michael R. Farris
                                           -------------------------------------
                                           Michael R. Farris
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Michael R. Farris, J. Richard Crowley and
Gregory L. Wilson and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact, and
each of them, and agents or their substitutes may lawfully do or cause to be
done by virtue hereof.

     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                                               July 30, 1999
------------------------------------------------------
Michael R. Farris, President, Chief Executive Officer,
and Director

/s/Francis E. O'Donnell, Jr., M.D.                                 July 30, 1999
------------------------------------------------------
Francis E. O'Donnell, Jr., M.D., Chairman of the
Board and Director

/s/Juliet Tammenoms Bakker                                         July 30, 1999
------------------------------------------------------
Juliet Tammenoms Bakker, Director

/s/J. Richard Crowley                                              July 30, 1999
------------------------------------------------------
J. Richard Crowley, Chief Operating Officer and
Director

                                      II-3
<PAGE>

/s/Terry A. Fuller, Ph.D.                                          July 30, 1999
------------------------------------------------------
Terry A. Fuller, Ph.D., Director

/s/Gary F. Jonas                                                   July 30, 1999
------------------------------------------------------
Gary F. Jonas, Director

/s/David T. Pieroni                                                July 30, 1999
------------------------------------------------------
David T. Pieroni, Director

/s/Gregory L. Wilson                                               July 30, 1999
------------------------------------------------------
Gregory L. Wilson, Chief Financial Officer (Principal
Accounting Officer)


                                      II-4

<PAGE>

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

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

     5.1   Opinion of Sonnenschein Nath & Rosenthal

    23.1   Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1)

    23.2   Consent of KPMG LLP
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT-EQUITY INCENT/NON-EMP PLAN", "secsgml_size_bytes": 12544}]
{"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": "333-84075", "film-number": "99674007"}, "business-address": {"street1": "3300 UNIVERSITY BLVD", "street2": "SUITE 140", "city": "WINTER PARK", "state": "FL", "zip": "32792", "phone": "4076789900"}, "mail-address": {"street1": "3300 UNIVERSITY BLVD", "street2": "SUITE 140", "city": "WINTER PARK", "state": "FL", "zip": "32792"}}
Reg. No. 333-____
   As filed with the Securities and Exchange Commission on July 30, 1999

                       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.)
                      3300 University Boulevard, Suite 140
                           Winter Park, Florida 32792
              (Address and Zip Code of Principal Executive Offices)

               LaserSight Incorporated 1996 Equity Incentive Plan
     LaserSight Incorporated 1996 Non-Employee Directors' Stock Option Plan
                            (Full Title of the Plans)

                                Gregory L. Wilson
                             Chief Financial Officer
                      3300 University Boulevard, Suite 140
                           Winter Park, Florida 32792
                                 (407) 678-9900
           (Name, Address, and Telephone Number of Agent For Service)
CALCULATION OF REGISTRATION FEE

                                             Proposed Maximum    Proposed Maximum
   Title of Securities     Amount to be    Offering Price Per   Aggregate Offering       Amount of
    to be Registered      Registered (1)        Share (2)            Price (2)        Registration Fee
    ----------------      --------------        ---------            ---------        ----------------
Common Stock, par value
$.001 per share(3)       1,300,000 shares        $ 14.13           $18,369,000          $5,106.58
(1)  Consists of (i) 1,000,000 additional shares of Common Stock,  including the
     associated preferred stock purchase rights described in note 3 below
     ("Common Stock"), issuable pursuant to the LaserSight Incorporated 1996
     Equity Incentive Plan, and (ii) 300,000 additional shares issuable pursuant
     to the LaserSight Incorporated 1996 Non-Employee Directors' Stock Option
     Plan. In the event of a stock split, stock dividend, or similar transaction
     involving the Common Stock, in order to prevent dilution, the number of
     shares of Common Stock registered hereby shall be automatically increased
     to cover the additional shares of Common Stock in accordance with Rule 416
     under the Securities Act of 1933, as amended ("Securities Act").

(2)  Calculated  pursuant to Rules  457(h)(1) and 457(c) based on the average of
     the high and low prices reported for the Registrant's common stock on the
     Nasdaq National Market on July 23, 1999. Estimated solely for the purpose
     of calculating the registration fee in accordance with Rule 457 under the
     Securities Act.

(3)  Includes the associated preferred stock purchase rights (the "Rights") to
     purchase one one-thousandth of a share of Series E Junior Participating
     Preferred Stock. The Rights initially are attached to and trade with the
     Common Stock of the Registrant. The value attributable to such Rights, if
     any, is reflected in the offering price of the Common Stock.
EXPLANATORY NOTE

         This  Registration  Statement  on Form S-8  registers  an  aggregate of
1,300,000 additional shares of Common Stock of LaserSight Incorporated issuable
pursuant to benefit plans of the registrant as follows:

         (1) 1,000,000 shares are for issuance  pursuant to awards granted under
the LaserSight Incorporated 1996 Equity Incentive Plan. As permitted by General
Instruction E to Form S-8, the contents of earlier Registration Statements on
Form S-8 in respect of the 1996 Equity Incentive Plan, as filed with the
Securities and Exchange Commission (the "Commission") on November 26, 1996 (Reg.
No. 333-16823) and August 31, 1998 (Reg. No. 333-62591), are hereby incorporated
herein by reference, except as otherwise updated or modified by this
Registration Statement.

         (2) 300,000  shares are for issuance  pursuant to awards  granted under
LaserSight's 1996 Non-Employee Directors Stock Option Plan. As permitted by
General Instruction E to Form S-8, the contents of earlier Registration
Statements on Form S-8 in respect of the Non-Employee Directors Stock Option
Plan, as filed with the Commission on November 26, 1996 (Reg. No. 333-16817) and
August 31, 1998 (Reg. No. 333-62587), are hereby incorporated herein by
reference, except as otherwise updated or modified by this Registration
Statement.

                                       i
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 are incorporated in this Registration Statement on Form S-8 (the
"Registration Statement") by reference:

     (a) LaserSight's Annual Report on Form 10-K with respect to the fiscal year
         ended December 31, 1998 filed by LaserSight with the Commission on
         March 31, 1999, as amended by the Form 10-K/A filed with the Commission
         on April 30, 1999;

     (b) All other reports filed by LaserSight  with the Commission  pursuant to
         Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
         1934, as amended (the "Exchange Act") since December 31, 1998.

     (c) The  description  of  LaserSight's   Common  Stock  under  the  caption
         "Description of Securities" on pages 16 to 21 of the prospectus forming
         a part of the Registration Statement on Form S-3 (Reg. No. 333-77825)
         under the Securities Act declared effective by the Commission on June
         3, 1999.

     All documents  subsequently filed by LaserSight pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 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.

                                      II-1
Item 8:  Exhibits
  Exhibit
  Number                         Description of Exhibit
  ------                         ----------------------

     4.1   Certificate of Incorporation (incorporated by reference to Exhibit 1
           to the Form 8-A/A (Amendment No. 4) filed by LaserSight on June 25,
            1998).

     4.2   By-laws (incorporated by reference to Exhibit 3 to LaserSight's
           Annual Report on Form 10-K for the fiscal year ending
           December  31, 1992 filed by  LaserSight  on March 31, 1993).

     4.3   Rights  Agreement, dated as of July 2, 1998, between LaserSight
           Incorporated and American Stock Transfer & Trust Company, as Rights
           Agent, which includes (i) as Exhibit A thereto the form of
           Certificate of Designation of the Series E Junior Participating
           Preferred Stock, (ii) as Exhibit B thereto the form of Right
           certificate (separate certificates for the Rights will not be issued
           until after the Distribution Date) and (iii) as Exhibit C thereto the
           Summary of Stockholder Rights Agreement (incorporated by reference to
           Exhibit 99.1 to the Form 8-K filed by  LaserSight  on July 8, 1998).

     4.4   First Amendment, dated as of March 22, 1999, to Rights Agreement,
           dated  as of July 2, 1998, between LaserSight Incorporated and
           American Stock Transfer & Trust Company, as Rights Agent
           (incorporated by reference to Exhibit 2 to Form 8-A/A filed by
           LaserSight on March 29, 1999).

     5.1   Opinion of Sonnenschein Nath & Rosenthal

    23.1   Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1)

    23.2   Consent of KPMG LLP

    24.1   Powers of Attorney (on signature page)

                                      II-2
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933,  LaserSight
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 Winter Park, Florida on July 30, 1999.

                                           LASERSIGHT INCORPORATED

                                           By: /s/Michael R. Farris
                                           -------------------------------------
                                           Michael R. Farris
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Michael R. Farris, J. Richard Crowley and
Gregory L. Wilson and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact, and
each of them, and agents or their substitutes may lawfully do or cause to be
done by virtue hereof.

     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                                               July 30, 1999
------------------------------------------------------
Michael R. Farris, President, Chief Executive Officer,
and Director

/s/Francis E. O'Donnell, Jr., M.D.                                 July 30, 1999
------------------------------------------------------
Francis E. O'Donnell, Jr., M.D., Chairman of the
Board and Director

/s/Juliet Tammenoms Bakker                                         July 30, 1999
------------------------------------------------------
Juliet Tammenoms Bakker, Director

/s/J. Richard Crowley                                              July 30, 1999
------------------------------------------------------
J. Richard Crowley, Chief Operating Officer and
Director

                                      II-3
/s/Terry A. Fuller, Ph.D.                                          July 30, 1999
------------------------------------------------------
Terry A. Fuller, Ph.D., Director

/s/Gary F. Jonas                                                   July 30, 1999
------------------------------------------------------
Gary F. Jonas, Director

/s/David T. Pieroni                                                July 30, 1999
------------------------------------------------------
David T. Pieroni, Director

/s/Gregory L. Wilson                                               July 30, 1999
------------------------------------------------------
Gregory L. Wilson, Chief Financial Officer (Principal
Accounting Officer)

                                      II-4
INDEX TO EXHIBITS
                                -----------------

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

     5.1   Opinion of Sonnenschein Nath & Rosenthal

    23.1   Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1)

    23.2   Consent of KPMG LLP