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 1999 Employee Stock Purchase Plan
                            (Full Title of the Plan)

                                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)        200,000 shares       $ 14.13               $2,826,000           $ 785.63

</TABLE>

(1)  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


      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.


                                      -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.

Item 4:  Description of Securities

     Not applicable.

Item 5:  Interests of Named Experts and Counsel

     Not applicable.

                                       II-1
<PAGE>

Item 6:  Indemnification of Directors and Officers

     Section 145 of the Delaware General  Corporation Law ("DGCL"),  inter alia,
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such persons against expenses (including attorneys' fees) actual
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit by or in the right of the
corporation if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the shareholders or disinterested directors or by
independent legal counsel in a written opinion that indemnification is proper
because the indemnitee has met the applicable standard of conduct. The
certificate of incorporation of LaserSight provides that directors and officers
shall be indemnified as described above in this paragraph to the fullest extent
permitted by the DGCL; provided, however, that any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person shall be indemnified only if such proceeding (or part thereof) was
authorized by the board of directors of LaserSight.

     Section 145 further  authorizes  a  corporation  to purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in such capacity,
or arising out of his status as such, whether or not the corporation would
otherwise have the power to indemnify him under Section 145.

     The  certificate  of  incorporation  of  LaserSight  provides  that, to the
fullest extent permitted by the DGCL, no director of LaserSight shall be
personally liable to LaserSight or its stockholders for monetary damages for
breach of fiduciary duty as a director. Section 102(b)(7) of the DGCL currently
provides that such provisions do not eliminate the liability of a director (1)
for a breach of the director's duty of loyalty to LaserSight or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Section 174 of
the DGCL (relating to the declaration of dividends and purchase or redemption of
shares in violation of the DGCL), or (4) for any transaction from which the
director derived an improper personal benefit. Reference is made to LaserSight's
charter and by-laws filed as Exhibits 4.1 and 4.2 hereto, respectively.

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


                                       II-2
<PAGE>


Item 7:  Exemption from Registration Claimed

     Not applicable.



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)

Item 9.  Undertakings

(a) Rule 415 Offering. LaserSight 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 (the "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;

                                       II-3
<PAGE>

                  (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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by LaserSight 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.

(b)  Incorporation of Subsequent Exchange Act Documents by Reference.

         LaserSight  hereby  undertakes  that, for purposes of  determining  any
liability under the Securities Act, each filing of LaserSight's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in 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.

(h)  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
LaserSight pursuant to the foregoing provisions, or otherwise, LaserSight 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 LaserSight of expenses incurred or paid
by a director, officer or controlling person of LaserSight 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,
LaserSight will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                       II-4
<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-5
<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-6

<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-EMP STOCK PURCHASE PLAN", "secsgml_size_bytes": 18914}]
{"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": "333-84073", "film-number": "99674002"}, "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 1999 Employee Stock Purchase Plan
                            (Full Title of the Plan)

                                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)        200,000 shares       $ 14.13               $2,826,000           $ 785.63
(1)  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

      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.

                                      -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.

Item 4:  Description of Securities

     Not applicable.

Item 5:  Interests of Named Experts and Counsel

     Not applicable.

                                       II-1
Item 6:  Indemnification of Directors and Officers

     Section 145 of the Delaware General  Corporation Law ("DGCL"),  inter alia,
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such persons against expenses (including attorneys' fees) actual
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit by or in the right of the
corporation if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the shareholders or disinterested directors or by
independent legal counsel in a written opinion that indemnification is proper
because the indemnitee has met the applicable standard of conduct. The
certificate of incorporation of LaserSight provides that directors and officers
shall be indemnified as described above in this paragraph to the fullest extent
permitted by the DGCL; provided, however, that any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person shall be indemnified only if such proceeding (or part thereof) was
authorized by the board of directors of LaserSight.

     Section 145 further  authorizes  a  corporation  to purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in such capacity,
or arising out of his status as such, whether or not the corporation would
otherwise have the power to indemnify him under Section 145.

     The  certificate  of  incorporation  of  LaserSight  provides  that, to the
fullest extent permitted by the DGCL, no director of LaserSight shall be
personally liable to LaserSight or its stockholders for monetary damages for
breach of fiduciary duty as a director. Section 102(b)(7) of the DGCL currently
provides that such provisions do not eliminate the liability of a director (1)
for a breach of the director's duty of loyalty to LaserSight or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Section 174 of
the DGCL (relating to the declaration of dividends and purchase or redemption of
shares in violation of the DGCL), or (4) for any transaction from which the
director derived an improper personal benefit. Reference is made to LaserSight's
charter and by-laws filed as Exhibits 4.1 and 4.2 hereto, respectively.

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

                                       II-2
Item 7:  Exemption from Registration Claimed

     Not applicable.

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)

Item 9.  Undertakings

(a) Rule 415 Offering. LaserSight 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 (the "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;

                                       II-3
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by LaserSight 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.

(b)  Incorporation of Subsequent Exchange Act Documents by Reference.

         LaserSight  hereby  undertakes  that, for purposes of  determining  any
liability under the Securities Act, each filing of LaserSight's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in 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.

(h)  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
LaserSight pursuant to the foregoing provisions, or otherwise, LaserSight 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 LaserSight of expenses incurred or paid
by a director, officer or controlling person of LaserSight 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,
LaserSight will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                       II-4
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-5
/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-6
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