<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549




                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933



                            STAAR SURGICAL COMPANY
            (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                              <C>
                  Delaware                                                    95-3797439
(State or other jurisdiction of incorporation or                 (I.R.S. Employer Identification No.)
organization)
</TABLE>

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


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

                             William C. Huddleston
                              1911 Walker Avenue
                          Monrovia, California 91016
                    (Name and address of agent for service)

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

<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
                                            Proposed maximum     Proposed maximum
Title of Securities to   Amount to be      offering price per   aggregate offering      Amount of
 be registered            registered             share                price         registration fee
<S>                      <C>              <C>                   <C>                 <C>
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Common Stock             1,000,000           $16.25               $16,250,000            $4,290
----------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the stock option plan described
herein as the result of any future stock split, stock dividend or similar
adjustment of the Registrant's outstanding common stock.

(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating amount
of registration fee, based upon the average of the closing price reported
on September 11, 2000, as reported on the Nasdaq Stock Market.

If any of the Securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box [X].

<PAGE>

                                   STAAR(R)
                                   SURGICAL


                       1,000,000 Shares of Common Stock
         Issued Pursuant to the 1998 STAAR Surgical Company Stock Plan


================================================================================

This re-offer prospectus covers the offering of 1,000,000 shares of STAAR
Surgical Company common stock issued pursuant to the 1998 STAAR Surgical Company
Stock Plan.  Our common stock is quoted on the Nasdaq National Market under the
symbol "STAA".  On September 11 2000, the last reported sale price of our common
stock was $16.25 per share.


An investment in our securities involves a high degree of risk.  You should
purchase our securities only if you can afford a complete loss of your
investment.  See "Risk Factors" beginning at page 2.


================================================================================

Neither the Securities & Exchange Commission nor any state securities commission
has approved or disapproved these securities or determined if this prospectus is
truthful or complete.  Any representation to the contrary is a criminal offense.



              The date of this prospectus is September 14, 2000

                                       1
<PAGE>

                             STAAR SURGICAL COMPANY
                               Table of Contents
<TABLE>
<CAPTION>
Item                                                 Page
<S>                                                  <C>
Forward Looking Statements                              1
Risk Factors                                            2
Use of Proceeds                                        14
Selling Security Holders and Plan of Distribution      15
Interests of Named Experts and Counsel                 17
Material Changes                                       18
Where You Can Find More Information                    19
Incorporation of Certain Documents by Reference        19
</TABLE>

                                       2
<PAGE>

                           FORWARD LOOKING STATEMENTS


Some of the information in this prospectus contains forward-looking statements.
You can find these statements under "Risk Factors", "Use of Proceeds," and
elsewhere in this prospectus.

We typically identify forward-looking statements by using terms such as "may,"
"will," "should," "could," "expect," "plan," "anticipate," "believe,"
"estimate," "predict," "potential," or "continue" or similar words, although we
express some forward-looking statements differently.  You should be aware that
actual events could differ materially from those suggested in the forward-
looking statements due to a number of factors, including:

     . our failure to achieve positive results in clinical trials;

     . our failure to successfully commercialize our products;

     . competition and technological change;

     . regulations affecting our business;

     . market acceptance of, and the level of demand for, our products;

     . changes in general economic and business conditions; and

     . changes in our business strategies.


You should also consider carefully the statements under "Risk Factors" and other
sections of this prospectus, which address additional factors that could cause
actual events to differ from those suggested in the forward-looking statements.


                              GENERAL INFORMATION

We were incorporated in California in 1982 as a successor to a partnership that
was created for the purpose of developing, producing and marketing products for
minimally invasive ophthalmic surgery.  We reincorporated in Delaware in April
1986.  Our principal executive offices are located at 1911 Walker Avenue,
Monrovia, California 91016, our telephone number is (626) 303-7902 and our
website can be found at http:\\www.staar.com.
                        --------------------

                                       1
<PAGE>

                                  RISK FACTORS

Investing in our common stock involves a high degree of risk.  You should
carefully consider the risks and uncertainties described below before you
purchase any of our common stock.  While we have described all risks and
uncertainties that we believe are material to our business, other risks and
uncertainties that affect our business operations may arise or become material
in the future.

If we cannot address the following risks and uncertainties effectively, our
business, financial condition or results of operations could be materially and
adversely affected.  In this event, the trading price of our common stock could
decline and you could lose all or a part of your investment.

This prospectus also contains forward-looking statements that involve risks and
uncertainties.  Our actual results could differ materially from those
anticipated in the forward-looking statements as a result of several factors,
including the risks and uncertainties described below and elsewhere in this
prospectus.

We have generated only limited revenues to date and we may not be able to
achieve or maintain long-term profitability. Our future success will depend a
great deal on our ability to successfully commercialize the Aqua-Flow(TM)
Glaucoma Device and the ICL(TM).

We have generated only limited revenues to date.  We have earned only modest
profits in fiscal years 1997, 1998 and 1999.  We cannot assure you that we will
not incur substantial losses in the future, particularly as we expand our sales
and marketing efforts for the Aqua-Flow(TM) Glaucoma Device, if approved, and
increase research and development, clinical trial and administrative activities.

Our ability to achieve and maintain long-term profitability depends to a
significant extent on obtaining regulatory approval for and successfully
commercializing the Aqua-Flow(TM) Glaucoma Device and the ICL(TM), and also on
successfully completing preclinical and clinical trials, obtaining required
regulatory approvals and successfully developing, manufacturing and marketing
our other current and future product candidates. In order to successfully
commercialize the Aqua-Flow(TM) Glaucoma Device and the ICL(TM), we must be able
to, among other things, obtain regulatory approval for these products. We cannot
assure you that the FDA will approve these products in a timely manner, if at
all. If we fail to successfully obtain regulatory approval for the Aqua-Flow(TM)
Glaucoma Device and the ICL(TM), our business, financial condition and operating
results will be materially harmed and our stock price would be adversely
affected. We cannot assure you that we will be able to achieve any of the
foregoing or that we will be able to achieve and maintain long-term
profitability even if we successfully commercialize our products.

                                       2
<PAGE>

We face intense competition and rapid technological change that could result in
products that are superior to the products we are commercializing or developing.

The market for ophthalmic products is intensely competitive and is subject to
rapid and significant technological change.  We have numerous competitors in the
United States and abroad, including, among others, large companies such as
Alcon, Mentor, Summit, VISX, Bausch & Lomb, Merck & Company, Allergan, CIBA
Vision Corporation, Pharmacia,  and Nidek Co., Ltd.  These competitors may
develop technologies and products that are more effective or less costly than
any of our current or future products or that could render our products obsolete
or noncompetitive.  Many of these competitors have substantially more resources
and marketing capabilities than we do.  In addition, the medical technology and
device industry continues to experience consolidation, resulting in an
increasing number of larger, more diversified companies than us.  Among other
things, these companies can spread their research and development costs over
much broader revenue bases than we can and can influence customer and
distributor buying decisions.

If our ICL(TM) receives required regulatory approval, we will also compete with
manufacturers of traditional vision correction techniques, such as contact
lenses and eyeglasses, and with alternative technologies, such as other surgical
and laser refractive procedures. If other surgical and laser refractive
procedures become increasingly accepted as effective and safe techniques for
permanent vision correction, or are perceived as more effective or safe than
our techniques, it could substantially impact the available market for our
products generally, and the ICL(TM) in particular, and have a material and
adverse effect on our business.

Our ophthalmic products and techniques may not gain market acceptance among
physicians, patients, healthcare payors and the medical community.  Significant
factors in determining whether we will be able to compete successfully include:

     . the efficacy and safety of our products;

     . our manufacturing and development capabilities;

     . the time and scope of regulatory approval;

     . reimbursement coverage from insurance companies and others;

     . the price and cost-effectiveness of our products; and

     . patent protection.

We will be required to continue to devote significant financial and other
resources to enhance our existing products and develop new products.  If we are
unable to effectively compete, we may experience a decline in sales volume of
our existing products, an inability to attain sufficient market penetration for
new products and price reductions, any of which would materially harm us.

Many of our products and product candidates are based on novel technology and,
consequently, are inherently risky.  Concerns about the safety and efficacy of
our products could limit our future revenues.

We are subject to the risks of failure inherent in the development of product
candidates and procedures based on new technologies.  These risks include the
possibility that the products and technologies we use

                                       3
<PAGE>

will not be effective, our product candidates will be unsafe or otherwise fail
to receive the necessary regulatory approvals, our product candidates will be
hard to manufacture on a large scale or will be uneconomical to market or we
will not successfully overcome technological challenges presented by our
products.

In particular, there is a risk that the marketplace will not accept, or be
receptive to, the potential benefits of the Aqua-Flow(TM) Glaucoma Device or the
ICL(TM). Unless and until these new products are accepted by the market and
begin generating meaningful revenues our financial condition and prospects will
continue to be solely dependent upon our line of cataract products. Acceptance
of our new products, including the Aqua-Flow(TM) Glaucoma Device and the ICL(TM)
will depend on a number of factors, including:

     . the efficiency, performance and attributes of these new products;

     . our ability to obtain necessary regulatory approvals to market the new
       products;

     . the effectiveness of our marketing and sales efforts, including educating
       ophthalmologists and other potential customers as to the distinctive
       characteristics and benefits of these new products;

     . the rate at which ophthalmologists attain the necessary surgical skills
       to implant these new products;

     . our ability to meet manufacturing and delivery schedules;

     . product pricing; and

     . general economic conditions affecting customers' purchasing patterns.

In addition, physicians and consumers may have a number of concerns about the
safety and efficacy of our products, including the ICL(TM), and general
acceptance among physicians and consumers regarding our products in development
will require even greater levels of research and information to allay concerns.
Most medical products and treatments, including ours, involve multiple potential
complications and side effects, not all of which can be predicted with accuracy
and many of which may vary from patient to patient. Long term follow-up data may
reveal additional complications associated with our products. The responses of
potential physicians and others to information about complications could
materially affect the market acceptance of our products, which in turn would
materially harm our business.

Longer-term use of our products may not yield the same results as those
demonstrated in clinical trials or over shorter-term use.

While our products are subject to substantial FDA scrutiny requiring multiple
clinical studies and are monitored regarding efficacy or safety over time, it is
possible that the same results shown in clinical studies and over short-term use
of our products may not be the same over longer-term use.  It is possible that
longer-term effectiveness or safety will be less favorable than previously
experienced or projected.  If longer term patient use or clinical experience
indicate that our products or procedures do not provide patients with sustained
benefits, or cause adverse side effects, our sales could decline and we could be
subject to significant liability.

                                       4
<PAGE>

Our operating results have varied significantly in the past and could vary
significantly in the future based on a number of factors.

Our operating results have fluctuated significantly in the past.  We believe
that they may continue to fluctuate significantly in the future.  A number of
factors have led to periodic variations in our operating results including:

     . competitors announcing technological innovations or new commercial
       products;

     . developments concerning proprietary rights, including patents;

     . competitors publicity regarding actual or potential products under
       development;

     . regulatory developments in the United States and foreign countries;

     . period-to-period fluctuations in our financial results;

     . litigation;

     . economic and other external factors, including disasters and other
       crises.

If in one or more future quarters our results of operations fall below
expectations of securities analysts and investors, our stock price could be
significantly harmed.

Regulatory and legal uncertainties could result in significant costs or
otherwise harm our business.

In order to manufacture and sell our products, we must comply with extensive
international and domestic regulation.  In order to sell our products in the
United States, approval from the FDA is required.  The FDA approval process is
expensive and time-consuming.  We cannot predict which of our products that have
not received FDA approval will be approved.  Even if they are approved, we
cannot predict the time frame for approval because it is subject to an
independent governmental agency over which we have no control.  Delays in
approval will adversely affect the marketing and sale of our products.  Foreign
regulatory requirements differ from jurisdiction to jurisdiction and may, in
some cases, be more stringent or difficult to obtain than FDA approval.  In
order to sell products in the countries comprising the European Economic Union,
we must satisfy Union-wide regulatory requirements, even if we have previously
received approvals from individual member countries.  As with the FDA, we cannot
predict if or when we will obtain these regulatory approvals.  Delays in these
approvals will also have an adverse affect on the marketing and sale of our
products.  In addition, approvals that are granted remain subject to continual
review, which could result in product labeling restrictions or withdrawal of
products from the market.

We are in the process of conducting clinical studies in the United States
relating to:

     . using the Aqua-Flow(TM) Glaucoma Device for the treatment of glaucoma;
       and

     . using the ICL(TM) for the treatment of myopia and hyperopia.

If future clinical trial results with respect to these new products are not the
same as the clinical trial results to date we could be denied FDA approval.  It
is also possible that long-term safety and efficacy data, when collected, will
be inconsistent with the clinical results to date.  If this happens and we
cannot

                                       5
<PAGE>

demonstrate that these products can be used safely and successfully in a broad
segment of the patient population on a long-term basis, we would likely be
denied FDA approval. Furthermore, there could be serious complications or side
effects which are unpredictable and could impair or delay our obtaining
regulatory approval for these new products in the United States and other key
markets.

In addition to the review and approval process for our products, our
manufacturing facilities and procedures are also subject to government
regulation, including "good manufacturing practice" regulations promulgated by
the FDA.  We believe we are in compliance with all applicable regulations.
However, the FDA and comparable regulatory agencies in other countries have
substantial discretion in the interpretation and enforcement of applicable
regulations.  Future interpretations could be made by any regulatory body which
could adversely affect us.  At times, interpretations are even applied
retroactively.  It is not possible for us to predict the extent or impact of any
future federal, state, local or foreign legislation or regulation which will
affect us and our products adversely.

If the FDA believes that we are not in compliance with the law, they can do any
or all of the following:

     . institute proceedings to detain or seize our products;

     . prohibit future violations; and

     . assess civil or criminal penalties against us and our officers or
       employees.

Although we have not been the subject of any FDA enforcement action, if we
become subject to an FDA enforcement action, it could result in a disruption of
our operations for an undetermined time.

If we are not able to complete our clinical trials successfully or our clinical
trials are delayed, we may not be able to obtain regulatory approvals to market
our products within our projected time frames.

We currently have two products, the Aqua-Flow(TM) Glaucoma Device and the
ICL(TM) in clinical studies and other research and development programs are at
an early stage and clinical testing in satisfaction of regulatory approval is a
long, expensive and uncertain process. We cannot assure you that our clinical
trials will be completed on schedule. Delays in patient enrollment in the trials
may result in increased costs, program delays or both, which could slow down our
product development and approval process and materially harm our business and
financial condition. Even if initial results of preclinical studies or clinical
trial results are positive, we may obtain different results in later stages of
drug development, including failure to show desired safety and efficacy. The
clinical trials of any of our product candidates could be unsuccessful, which
would prevent us from commercializing the relevant product. Our failure to
develop safe and effective products would substantially impair our ability to
generate revenues and materially harm our business and financial condition.

If third-party payors do not provide reimbursement for our current or future
products, our business would suffer materially.

Our ability to sell our products is, in part, dependent upon policies of
government and private health insurance companies making reimbursement to
ophthalmic surgeons with respect to their use of our products.  In recent years,
there have been numerous proposals to change the healthcare system in the United
States.  Some of these proposals have included measures that would limit or
eliminate payments for medical procedures and treatments.  In addition, as a
result of the trend towards managed healthcare in the United States, as well as
legislative proposals to reduce government insurance programs, third-party
payors are increasingly attempting to contain healthcare costs by limiting both
coverage and the level of

                                       6
<PAGE>

reimbursement of new medical procedures and treatments. Consequently,
significant uncertainty exists as to the reimbursement status of newly-approved
healthcare products.

If either government or private health insurance companies discontinue
authorization of reimbursement payments for use of our existing products
(principally our IOLs) at current levels, our business would suffer materially
and we could be hampered in our ability to develop new products.  Various
federal and state programs, including Medicare and Medicaid, provide
reimbursement primarily at fixed rates. These programs are subject to statutory
and regulatory changes, administrative rulings, interpretations of policy and
governmental funding restrictions, all of which may have the effect of
decreasing program payments, increasing costs or requiring us to modify the way
in which we operate our business. We are not able to predict whether changes
will be made in the rates prescribed by these governmental programs.  For
example, reimbursement rates for IOLs by Medicare have declined in recent years.
These changes could have a material and adverse effect on us, including our
prospects for future sales of our products.

International market acceptance of our products and product candidates may
depend, in part, on the availability of reimbursement within prevailing health
care payment systems. Reimbursement and health care payment systems in
international markets vary significantly by country, and include both government
sponsored health care and private insurance. We cannot assure you that we will
obtain any international reimbursement approvals in a timely manner, if at all.
Failure to receive international reimbursement approvals could materially and
adversely affect market acceptance of our products in the international markets
in which these approvals are sought. We currently do not expect that ICLs(TM)
will be eligible for reimbursement, and there is no way to predict whether other
new products will be eligible for reimbursement by government or private health
insurance companies.

Our limited ability or failure to protect our intellectual property may
adversely affect our ability to compete.

Our ability to compete effectively is materially dependent upon the proprietary
nature of the designs, processes, technologies and materials owned, used by or
licensed to us.  Although we attempt to protect our proprietary property,
technologies and processes through a combination of patent law, trade secrets
and non-disclosure agreements, these may be insufficient.  For example, in the
case of patents, it is possible that existing patents granted to us or our
licensors will be invalidated. Patents currently or prospectively applied for by
us or our licensors may not be granted.  Even if patents are granted, this does
not assure that they will provide significant commercial benefits.  Moreover, it
is possible that competing companies may circumvent our patents or our
licensors' patents by developing products that closely emulate but do not
infringe these patents.  This would allow our competitors to market products
that compete with our products without obtaining a license from us.  In addition
to patented or potentially patentable designs, technologies, processes and
materials, we also rely on proprietary designs, technologies, processes and
know-how not eligible for patent protection.  While we believe we have adequate
procedures in place to protect against improper disclosure of these trade
secrets, it is possible that competitors could independently develop the same or
superior designs, technologies, processes and know-how.  It is also possible
that our trade secrets could be improperly disclosed in spite of our protective
procedures.

We believe that the international market for our products is as important as the
domestic market, and therefore we seek patent protection for our products or
those of our licensors in foreign countries where we feel such protection is
needed.  Because of the differences in foreign patent and other laws concerning
proprietary rights, our products may not receive the same degree of protection
in foreign countries as they would in the United States.

                                       7
<PAGE>

The fact that we have patents issued to us for our products does not mean that
we will always be able to successfully defend our patents and proprietary rights
against challenges or claims of infringement by our competitors.  The
invalidation or circumvention of key patents (principally our core patents for
insertion of foldable or deformable IOLs or ICLs(TM) through minimally invasive
surgical techniques) or proprietary rights owned by or licensed to us could have
an adverse effect on our business prospects.  We could be required to defend
against litigation involving our patents or proprietary rights of others.  If we
cannot successfully defend against claims of infringement or license such rights
our business will be adversely affected.  Legal and accounting costs relating to
prosecuting or defending patent infringement litigation may be substantial.

We may be subject to costly and time-consuming product liability actions or be
required to recall any one of our products, either of which would materially
harm our business.

The testing and use of our products entail an inherent risk of physical injury
to patients and physicians and expose us to potential product liability and
other damage claims, including those that may arise from misuse or malfunction
of, or design flaws in, our products.  We may be held liable if any of our
products causes injury or is found otherwise unsuitable during product testing,
manufacturing, marketing or sale.  We cannot assure you that we will be able to
avoid product liability exposure.  Product liability insurance for the medical
technology industry is generally expensive, if available at all.  We have
obtained product liability insurance coverage in the amount of $1 million per
occurrence, subject to a $15 million aggregate limitation.  However, we cannot
assure you that our present insurance coverage is now or will continue to be
adequate.  We cannot assure you that we can obtain adequate insurance coverage
at a reasonable cost in the future.  Our inability to obtain sufficient
insurance coverage at an acceptable cost or otherwise to protect against
potential product liability claims could prevent or inhibit us from
commercializing our products.  If we are sued for any injury caused by our
products, our liability could exceed our total assets and our reputation could
be damaged.

In addition, in the event there are deficiencies or defects in the design or
manufacture of any of our products, we may be required to recall the defective
products.  In the event of a product recall, our cost and potential liability
could be significant and could significantly harm our business, financial
condition and operating results, particularly if the recall relates to a product
generating significant revenues and earnings for us.  Potential negative
publicity from a recall could also adversely affect our sales and/or regulatory
approvals of our other products.

Our recently announced restructuring may not fully yield all of its intended
benefits.

We have recently begun implementing a plan of restructuring that we announced in
June 2000.  This restructuring was designed to strategically write down non-
performing assets to maximize our potential earnings as we prepare to launch a
number of new products.  In June 2000, we finalized our total one-time
restructuring charge at $24 million, consisting of $9.5 million from
discontinued operations, $4.5 million in restructuring and reorganization
charges, and $10.0 million in impaired assets.  We have made several changes to
our operations in an effort to strengthen our focus on our core products and
move our product candidates through regulatory channels.  We cannot assure you
that these steps will succeed in improving gross profit margin.  The success of
our restructuring depends, in part, on whether we can continue to leverage sales
of our core products, whether sales of new products will result in a more
favorable mix of products, and on whether our anticipated cost savings can be
achieved and sustained.

                                       8
<PAGE>

If we fail to attract and retain key personnel and principal members of our
management staff, our ability to effectively compete could be impaired and our
business, financial condition and operating results could be materially harmed.

Our success depends greatly on our ability to attract and retain qualified
management and technical personnel, as well as to retain the principal members
of our existing management staff.  The loss of services of any of these persons
could adversely affect the commercialization of our current products and our
ability to develop and commercialize future products.  In May 2000, our Board of
Directors terminated several key management employees, including John R. Wolf,
who served as our President and Chief Executive Officer since September of 1989,
as well as our Executive Vice President of Research and Development and Vice
President of Manufacturing.  Currently, our Chief Operating Officer is acting as
our interim President and Chief Executive Officer.  We recently filled both the
research and development and manufacturing positions.  In order to pursue our
commercialization plans and to expand and develop our research and development
programs and pursue our product development plans, we will need to integrate our
new personnel into our current operations and be required to hire a new
President and Chief Executive Officer. We cannot assure you that we will be able
to find a replacement for our Chief Executive Officer or that we will be able to
integrate any new personnel into our organization.  Further, we cannot assure
you that we will not experience disputes relating to any of the terminations
described above.  We are aware of claims that have been asserted against us
relating to some of these terminations.  The outcome of these disputes is
unpredictable and could consume our time and resources and subject us to
substantial liability.  We may also need to hire additional qualified research
and development and sales and marketing personnel, as well as personnel with
technical expertise and experience in clinical testing and government
regulation.  There is intense competition for qualified staff, and we cannot
assure you that we will be able to attract and retain the necessary qualified
staff to develop our business.  If we fail to attract and retain key management
staff, or if we lose any additional members of our current management team, our
business, financial condition and operating results would be materially harmed.
We do not maintain, and do not currently intend to obtain, key employee global
life insurance on any of our personnel.

We may experience difficulties in managing growth.  If we are not able to
effectively manage our growth, our business, financial condition and operating
results could be materially harmed.

If we succeed in our commercialization and product development efforts, our
growth could strain our operations, product development and other managerial and
operating resources.  Future growth will impose significant added
responsibilities on members of management, including the need to identify,
recruit, maintain and integrate additional employees, including management.  In
the future, our financial performance and our ability to compete effectively
will depend, in part, on our ability to manage any future growth effectively.
To that end, we must be able to:

     . hire and train additional qualified personnel;

     . expand the capacity, scalability and performance of our product
       commercialization and development infrastructure;

     . improve coordination among our marketing, operations, accounting and
       financing personnel;

     . develop our administrative, accounting and management information systems
       and controls; and

     . manage our future research and development efforts effectively.

                                       9
<PAGE>

We cannot assure you that we will be able to accomplish these tasks.  If we fail
to accomplish any of these tasks, our business, financial condition and
operating results would be materially harmed.

We have limited manufacturing experience.

We manufacture our products in quantities sufficient to satisfy our current
level of product sales.  If we were to experience increases in sales, we may
need to increase our production significantly beyond our present manufacturing
capacity.  Accordingly, we may be required to increase our manufacturing
capacities or to contract with another party to manufacture our products.  We
cannot assure you that we can successfully increase our capacity on a profitable
basis, or contract with another party on terms acceptable to us, if at all.
Further, we cannot assure you that if we choose to scale-up our manufacturing
operations, we will be able to maintain compliance with FDA standards that
regulate our manufacturing facilities.

If we experience an interruption of our manufacturing operations, our business,
financial condition and operating results would be materially harmed.

We manufacture substantially all of the products we sell.  As a result, any
prolonged disruption in the operation of our manufacturing facilities, whether
due to technical, labor or other difficulties, destruction of or damage to any
facility or other reasons, could have a material adverse effect on our business,
financial condition and operating results.

Because we have operations and customers internationally, our business may be
adversely affected by foreign political and economic conditions.

A significant portion of our revenues relate to our international sales and
operations.  We expect this to continue to be the case in the future.  Our
international sales and operations subject us to several potential risks,
including;

     . risks associated with fluctuating exchange rates;

     . the regulation of fund transfers by foreign governments;

     . United States and foreign export and import duties and tariffs; and

     . political instability.

The occurrence of any of the foregoing could materially and adversely affect our
business. We have not previously engaged in activities to mitigate the effects
of foreign currency fluctuations, because historically we have been generally
paid in U.S. dollars with respect to our international operations.  As earnings
from international operations increase, our exposure to fluctuations in foreign
currencies may increase, and we may utilize forward exchange rate contracts or
engage in other efforts to mitigate foreign currency risks.  If we were to do
this, there can be no assurance as to the effectiveness of these efforts in
limiting any adverse effects of foreign currency fluctuations on our
international operations and overall results of operations.

Our continued growth is in part dependent on the expansion of international
sales of our products.  This expansion will involve operations in markets where
we may not be experienced and we cannot assure you that we will be successful in
capturing a significant portion of these markets.   In many of these markets, we
will continue to be dependent on the efforts of distributors, and we cannot
assure you that the

                                      10
<PAGE>

distributors will be successful or that they will maintain their relationships
with us. In addition, we will not be able to market and sell our products in
certain international markets until we obtain regulatory approval. We cannot
assure you that we will be able to successfully commercialize any of our
products in any international market. If we cannot, our business, financial
condition and operating results will be materially harmed.

We are subject to extensive government regulation concerning environmental
matters.

We are subject to a variety of local, state and federal government regulations
relating to the storage, discharge, handling, emission, generation, manufacture
and disposal of toxic and other hazardous substances used to manufacture our
products.  We cannot be sure that we will be in compliance with governing
standards in the future or that we will not incur significant costs to comply
with environmental laws and regulations in the future.  If we were to fail to
comply with any of these regulations, this failure could subject us to
significant liabilities.  Further, we cannot completely eliminate the risk of
accidental contamination or injury from these toxic or hazardous materials.

We may need additional financing in the future, but our access to capital
funding is uncertain.

Our current and anticipated development activities require substantial
additional capital. Our future capital needs will depend on many factors,
including, successfully commercializing the Aqua-Flow(TM) Glaucoma Device and
the ICL(TM), changes in or termination of our relationships with our
distributors or suppliers, changes in government regulations and policies,
progress in our research and product development activities and expansion of our
international operations. Our success may also depend on the magnitude and scope
of these activities, the progress and level of unreimbursed costs associated
with clinical trials, the costs associated with acquisitions, the costs of
preparing, filing, prosecuting, maintaining and enforcing patent claims and
other intellectual property rights, competing technological and market
developments, the establishment of future collaborations, the development of our
marketing activities, and the costs of manufacturing scale-up. We do not have
committed external sources of funding and we cannot assure you that we will be
able to obtain additional funds on acceptable terms, if at all. If adequate
funds are not available, we may be required to:

     . delay, reduce the scope of or eliminate one or more of our
       commercialization or development programs;

     . obtain funds through arrangements with collaboration partners or others
       that may require us to relinquish rights to technologies, product
       candidates or products that we would otherwise seek to develop or
       commercialize ourselves; or

     . license rights to technologies, product candidates or products on terms
       that are less favorable to us than might otherwise be available.

If we raise additional funds by issuing additional stock, our stockholders would
suffer further dilution and new investors could have rights superior to existing
stockholders.  Further, if additional funds are raised through the issuance of
debt securities, these securities could contain covenants that would restrict
our operations.  If we do not have sufficient funds at any time in the future,
we may be unable to develop or commercialize our products, take advantage of
business opportunities or respond to competitive pressures.

                                      11
<PAGE>

Market volatility may affect our stock price and the value of your investment
may be subject to sudden decreases.

Our stock price has a history of volatility.  This volatility has existed even
in the absence of significant news or developments about us.  Moreover, the
stocks of medical technology and device companies in particular, and the stock
market generally, have been subject to dramatic price swings in recent years,
with the stock of small capitalization companies, like us, experiencing the
greatest volatility.  Factors that may have a significant impact on the market
price of our common stock include:

     . variations in financial results;

     . changes in earnings estimates by industry research analysts;

     . investors' perceptions of us and our financial prospects;

     . results of the governmental approval process for our medical devices or
       techniques or for our competitors;

     . results of clinical trials;

     . changes in government regulations;

     . announcements of new products, technologies or techniques by us or our
       competitors;

     . announcements regarding patent litigation or the issuance of patents to
       us or our competitors;

     . changes in reimbursement policies; and

     . general economic, industry and market conditions.

These price swings, both as to our stock and as to our industry and the stock
market generally, are likely to continue.  As a result, you could be subject to
significant losses in your investment in our stock even if we successfully
execute on our business strategy.

In the past, following periods of market volatility, security holders of other
companies have instituted class action litigation.  If the market value of our
stock experiences adverse fluctuations and we become involved in this type of
litigation, we could incur substantial legal costs and management's attention
could be diverted, which could materially harm our business and the market price
of our common stock.

Sales of common stock may depress the market price of our common stock.

A substantial number of outstanding shares of common stock and shares of common
stock issuable upon exercise of outstanding options and warrants are eligible
for sale in the public market.  Sales of a substantial number of shares of our
common stock or the perception that such sales could occur could cause the
market price of our common stock to decline.  Any sales by existing stockholders
or holders of options or warrants may have an adverse effect on our ability to
raise capital and may adversely affect the market price of our common stock.

                                      12
<PAGE>

Some of our existing stockholders can exert significant influence over us.  If
they make decisions that are not in the best interests of all stockholders, then
our stock price may decline.

Our directors and executive officers and their affiliates beneficially own, in
the aggregate, approximately 19.77% of our outstanding common stock.  As a
result, these stockholders as a group will significantly influence our
management and affairs and all matters submitted to our stockholders for
approval, including electing directors, any merger, consolidation or sale of all
or substantially all of our assets and any other significant corporate
transaction. This control could discourage others from initiating potential
merger, takeover or other change of control transactions, and may adversely
affect the market price of our common stock. In addition, if these stockholders
acted together, they could cause a result that may not be in the best interest
of all stockholders.

Some provisions in our certificate of incorporation and bylaws and Delaware law
may delay or prevent a takeover and suppress our stock price.

Some provisions in our certificate of incorporation and bylaws may have the
effect of delaying, deferring or preventing an acquisition, merger or other
change of control of the Company, despite the possible benefits to our
stockholders, or otherwise adversely affect the price of our common stock.
These provisions include the following:

     . the ability of our board of directors to issue shares of preferred stock
       and to determine the price and other terms, including preferences and
       voting rights, of those shares without stockholder approval;

     . a staggered board of directors and the limited ability of stockholders to
       remove our directors; and

     . a limitation on who may call special meetings of stockholders; and

     . advance notice requirements for nomination for election to our board of
       directors or for proposing matters that can be acted on by stockholders
       at stockholder meetings.

In addition to these provisions, we are subject to certain Delaware laws,
including provisions that prohibit us from engaging in any "business
combination" with a person who, together with affiliates and associates, owns
15% or more of our common stock (referred to as an interested stockholder) for a
period of three years following the date that such person became an interested
stockholder, unless the business combination is approved in the prescribed
manner.  The provisions of our certificate of incorporation and bylaws and
Delaware law may discourage potential takeover attempts, discourage bids for our
common stock at a premium over market price or could adversely affect the market
price of, and the voting and other rights of the holders of, our common stock.
As a result, the market price of our common stock could be adversely affected.

                                      13
<PAGE>

                                USE OF PROCEEDS

All net proceeds from the sale of the common shares covered by this prospectus
will go to the selling shareholders who offer and sell their shares.  We will
not receive any proceeds from the sale of the common shares by the selling
shareholders.

                                      14
<PAGE>

                 SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION

All of the common shares registered for sale under this prospectus will be owned
prior to the offer and sale of such shares by our current or former employees,
officers, directors, consultants and/or advisors (the "selling shareholders").
All of the shares owned by the selling shareholders were acquired by them
pursuant to the 1998 STAAR Surgical Company Stock Plan.  The names of the
selling shareholders are set forth below.

We are registering the common shares covered by this prospectus for the selling
shareholders.  As used in this prospectus, "selling shareholders" includes the
pledgees, donees, transferees or others who may later hold the selling
shareholders' interests.  We will pay the costs and fees of registering the
common shares, but the selling shareholders will pay any brokerage commissions,
discounts or other expenses relating to the sale of the common shares.

The selling shareholders may offer his or her common shares to or through
brokers and dealers and underwriters selected by the selling shareholders from
time to time. In addition, the common shares may be offered for sale through the
Nasdaq Stock Market, through a market maker, in one or more private
transactions, or a combination of such methods of sale, at prices and on terms
then prevailing, at prices related to such prices, or at negotiated prices. Each
selling shareholder may pledge all or a portion of the common shares owned by
him or her as collateral in loan transactions. Upon default by any such selling
shareholder, the pledgee in such loan transaction would have the same rights of
sale as such selling shareholder under this prospectus. Each selling shareholder
may also transfer common shares owned by him or her in other ways not involving
market makers or established trading markets, including directly by gift,
distribution, or other transfer without consideration, and upon any such
transfer the transferee would have the same rights of sale as such selling
shareholder under this prospectus. In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 of the Securities Act of
1933 may be sold under Rule 144 rather than pursuant to this prospectus.
Finally, each selling shareholder and any brokers and dealers through whom sales
of the common shares are made may be deemed to be "underwriters" within the
meaning of the Securities Act, and the commissions or discounts and other
compensation paid to such persons may be regarded as underwriters' compensation.

Additional information related to the selling shareholders and the plan of
distribution may be provided in one or more supplemental prospectuses.

The following table sets forth the names of the selling shareholders who may
sell their shares pursuant to this prospectus.  The selling shareholders have,
or within the past three years have had, positions, offices or other material
relationships with us or with our predecessors or affiliates.

The following table also sets forth certain information as of the date of this
prospectus, to the best of our knowledge, regarding the ownership of our common
stock by the selling shareholders and as adjusted to give effect to the sale of
all the common stock offered by the selling shareholders pursuant to this
prospectus.

                                      15
<PAGE>

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

        Selling               Shares              Shares              Shares           Percentage
      Shareholder         held before the         being           held after the    Owned after the
                             Offering            Offered             Offering           Offering

-------------------------------------------------------------------------------------------------------
<S>                      <C>                <C>                 <C>                 <C>
Michael Lloyd
Former Vice President of
Manufacturing                 50,250               50,000               250           Less than 1%
-------------------------------------------------------------------------------------------------------
TOTAL                         50,250               50,000               250
-------------------------------------------------------------------------------------------------------
</TABLE>

                                      16
<PAGE>

                    INTERESTS OF NAMED EXPERTS AND COUNSEL

Mr. Andrew F. Pollet is the majority shareholder of Pollet & Richardson.  Pollet
& Richardson will give an opinion regarding certain legal matters in connection
with this offering of our securities.  Mr. Pollet is also the Chairman of our
Board of Directors and the owner of approximately 7% of our issued and
outstanding common stock.

                                      17
<PAGE>

                               MATERIAL CHANGES

Restructuring


In May 2000, we announced our plans to strategically write down non-performing
assets to maximize our potential earnings as we prepare to launch a number of
new products.  In June 2000, we finalized our total one-time restructuring
charge at $24 million, consisting of $9.5 million from discontinued operations,
$4.5 million in restructuring and reorganization charges, and $10.0 million in
impaired assets.  Of this amount, approximately 85% represents non-cash charges.
The charges include discontinuing our Japanese joint venture and certain
subsidiaries, writing-off or down inventory, patents and other assets that were
considered questionable in providing us future value and employee severance
costs associated with changes in our management.  We recorded these charges
against our second quarter of fiscal year 2000 earnings, before tax benefit.

Canon Litigation

On May 23, 1988 we formed a joint venture with Canon Inc. and Canon Sales Co.,
Inc.  On May 8, 2000, we filed a complaint in the United States District Court
of the Central District of California against Canon, Inc., Canon Sales, Inc.,
and a Japanese individual.  The complaint seeks damages for tortious
interference with contractual relations and tortious interference with actual
and prospective business advantage.  The Federal lawsuit arises from the named
defendants' attempt to gain distribution rights and access to our proprietary
technology and ophthalmic product lines for the Japanese market.  We are
currently awaiting a response to the complaint from the named defendants.

Management Reorganization

In May 2000, we appointed William C. Huddleston as our interim President and
CEO.  Mr. Huddleston will continue to serve as our Chief Operating Officer.  Mr.
Huddleston replaces John R. Wolf, who served as our President and CEO.  We also
elected Andrew F. Pollet as our Chairman, replacing Mr. Wolf, who continues to
serve as a Director to the Company.

Sale of Assets of Laser & Implant Technology Centers

During 1999 we founded Laser & Implant Technology Centers, a Delaware limited
liability company.  Laser & Implant Technology Centers engages in the business
of operating one surgery center for the purpose of providing a location to
physicians to render ophthalmological and other medical services, including
refractive laser procedures, and owns laser and other peripheral equipment used
in four other surgery centers, from which it receives a fee for each surgery
performed.  We are in the process of transferring the assets of this business to
Laser & Implant Technology Centers, a Georgia limited liability company, which
is a third party unrelated to us.  As payment in full for the assets, the
purchaser has agreed to assume the executory obligations of the Company and of
Laser & Implant Technology Centers relating to the business, and to deliver to
us or to Laser & Implant Technology Centers a promissory note for the cash
portion of the purchase price.  At this time, the cash portion of the purchase
price has been determined to be $399,517, however, the cash portion of the
purchase price may be changed prior to the execution of the purchase and sale
agreement.  The promissory note will bear interest at the rate of eight percent
(8%) and will have a term of five years.  Payment of principal and interest will
be made on a monthly basis, but no payment of principal or interest will be due
until January 1, 2001.

                                      18
<PAGE>

                      WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a Registration Statement on Form S-8 that we filed
with the Securities and Exchange Commission (the "SEC").  We omitted certain
information in the Registration Statement from this prospectus in accordance
with the rules of the SEC.  We file the annual, quarterly and special reports,
proxy statements and other information with the SEC.  You can inspect and copy
the Registration Statement as well as reports, proxy statements and other
information we have filed with the SEC at the public reference room maintained
by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  You
can obtain copies from the Public Reference Room of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549 if you pay certain fees.  You can call the SEC at
1-800-732-0330 for further information about the operation of the Public
Reference Room.  We are also required to file electronic versions of these
documents with the SEC, which may be accessed through the SEC's World Wide Web
site at http://www.sec.gov.  Our common stock is quoted on the NASDAQ National
Market.  Reports, proxy and information statements and other information
concerning STAAR Surgical Company may be inspected at the NASDAQ Stock Market at
1735 K Street N.W., Washington, D.C. 20006.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" certain of our publicly-filed
documents into this prospectus, which means that information included in these
documents is considered part of this prospectus.  Information that we file with
the SEC subsequent to the date of this prospectus will automatically update and
supersede this information.  We incorporate by reference the documents listed
below and any future filings made with the SEC under sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended.

     The following documents filed with the SEC are incorporated by reference
     into this prospectus:

     (i)   our Annual Report on Form 10-K for the fiscal year ended December 31,
           1999;

     (ii)  our Quarterly Report on Form 10-Q for the fiscal quarter ended March
           31, 2000;

     (iii) our Quarterly Report on Form 10-Q for the fiscal quarter ended June
           30, 2000; and

     (iv)  our definitive proxy statement for its 2000 Annual Meeting of
           Stockholders.

All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus and prior to the termination of
this offering shall be deemed to be incorporated by reference in this prospectus
and to be a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained herein or in any other
subsequently filed documents which is deemed to be incorporated by reference
herein modifies or supersedes such earlier statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus or the prospectus supplement.

We will provide without charge to you, on written or oral request, a copy of any
or all of the foregoing documents incorporated herein by reference (other than
exhibits to such documents, except for exhibits that are incorporated by
reference).  You should direct any requests for documents to Mr. William C.
Huddleston at 1911 Walker Avenue, Monrovia, California 91016, telephone (626)
303-7902.

                                      19
<PAGE>

Except for the historical information contained herein, the discussion in this
prospectus contains forward-looking statements that involve risks and
uncertainties.  Our actual results could differ materially from those discussed
herein.  Important factors that could cause, in whole or in part, actual results
to differ materially from those in the forward-looking statements include, but
are not limited to, those discussed in the section entitled "Risk Factors" as
well as those discussed elsewhere in this prospectus and in any documents
incorporated herein by reference.

                                      20
<PAGE>

                          [LOGO OF STAAR SURGICAL(R)]



                         1,000 Shares of Common Stock
         Issued Pursuant to the 1998 STAAR Surgical Company Stock Plan






    Until October 24, 2000, all dealers that effect transactions in these
 securities, whether or not participating in this offering, may be required to
   deliver a prospectus.  This is in addition to the dealers' obligation to a
  deliver a prospectus when acting as underwriters and with respect to their
                      unsold allotments or subscriptions.
<PAGE>

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents are hereby incorporated by reference into this
Registration Statement:

          (a)  The Annual Report on Form 10-K for the fiscal year ended December
31, 1999, filed by the Registrant with the Securities and Exchange Commission
(the "Commission") on March 30, 2000, which contains audited consolidated
financial statements for the most recent fiscal year for which such statements
have been filed.

          (b)  The Registrant's Proxy Statement dated May 1, 2000.

          (c)  The Quarterly Report on Form 10-Q for the quarter ended March 31,
2000, filed by the Registrant with the Commission on May 15, 2000.

          (d)  The Quarterly Report on Form 10-Q for the quarter ended June 30,
2000, filed by the Registrant with the Commission on August 14, 2000.

          (e)  The description of the Registrant's common stock, which is
contained in a registration statement filed on Form S-18, registration number 2-
83434.

          (f)  In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.

          Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.

Item 5.   Interests of Named Experts and Counsel.

          Andrew F. Pollet, one of the principals of the law firm of Pollet &
Richardson, is the owner of 994,880 shares of the Registrant's common stock and
options to purchase an additional 32,000 shares of the Registrant's common
stock.
<PAGE>

Item 6.   Indemnification of Directors and Officers.

          As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, the Registrant's Certificate of Incorporation, as amended, includes a
provision that eliminates the personal liability of each of its directors for
monetary damages for breach of such director's fiduciary duty as a director,
except for liability: (i) for any breach of the director's duty of loyalty to
the Registrant or its stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of the law; (iii)
under Section 174 of the Delaware General Corporation Law; or (iv) for any
transaction from which the director derived an improper personal benefit.

          In addition, the Registrant's Certificate of Incorporation, as
amended, and its Bylaws provide that the Registrant must, to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, indemnify its
directors, officers and employees, and persons serving in such capacities in
other business enterprises (including, for example, subsidiaries of the
Registrant) at the Registrant's request, including those circumstances in which
indemnification would otherwise be discretionary. The rights conferred are not
exclusive and the Registrant is authorized, pursuant to Section 145 of the
Delaware General Corporation Law, to enter into indemnification agreements with
its directors, officers and employees. The Registrant maintains director and
officer liability insurance. The indemnification provisions in the Certificate
of Incorporation, as amended, and the Bylaws may be sufficiently broad to permit
indemnification of the Registrant's directors and officers for liabilities
arising under the Securities Act of 1933, as amended.

Item 7.   Exemption From Registration Claimed.

          The Registrant is registering 50,000 shares of common stock owned by
Michael Lloyd. Mr. Lloyd was employed by the Registrant as an executive officer
until July 11, 2000. Shortly after leaving his employment, Mr. Lloyd exercised
an option to purchase the 50,000 shares of common stock. The Registrant is
relying on section 4(2) of the Securities Act of 1933 for its exemption from
registration.

Item 8.   Exhibits.

          4.1   Certificate of Incorporation, as amended.(1)
          4.2   Bylaws(1)
          4.3   Stockholders Rights Plan(1)
          5     Opinion regarding legality
          23.1  Consent of BDO Seidman LLP
          23.2  Consent of Pollet & Richardson (included in Exhibit 5)
          24.   Powers of attorney


               (1)  Incorporated by reference from the Registrant's
                    Annual Report on Form 10-K for the year ended
                    January 3, 1997, as filed on April 2, 1997, SEC
                    file number 000-11634

<PAGE>

Item 9.   Undertakings.

          (a)  The undersigned Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement (1) 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; (2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; (3) to remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.

          (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monrovia, State of California, on this 14th day of
September, 2000.

                                STAAR Surgical Company



                                By:/s/ William C. Huddleston
                                   _____________________________________________
                                   William C. Huddleston, its Interim
                                   President and Interim Chief Executive Officer
<PAGE>



     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:



Dated: September 14, 2000          /s/ William C. Huddleston
                                   _________________________________________
                                   William C. Huddleston, Interim President,
                                   and Interim Chief Executive Officer



Dated: September 14, 2000          /s/ John Santos
                                   _________________________________________
                                   John Santos, Chief Financial Officer and
                                   Chief Accounting Officer



Dated: September 14, 2000          /s/ Andrew F. Pollet
                                   _________________________________________
                                   Andrew F. Pollet, Director and Chairman


                                                    *
Dated: September 14, 2000          _________________________________________
                                   Peter J. Utrata, Director


                                                    *
Dated: September 14, 2000          _________________________________________
                                   Volker D. Anhaeusser, Director



Dated: September 14, 2000          /s/ Andrew F. Pollet
                                   _________________________________________
                                   *Andrew F. Pollet, Attorney-in-Fact

<PAGE>

                               INDEX TO EXHIBITS

Exhibit Number          Description

      4.1               Certificate of Incorporation, as amended(1)
      4.2               Bylaws(1)
      4.3               Stockholders Rights Plan(1)
      5                 Opinion regarding legality
     23.1               Consent of BDO Seidman LLP
     23.2               Consent of Pollet & Richardson (included in Exhibit 5)
     24                 Powers of attorney


                        (1)  Incorporated by reference from the Registrant's
                             Annual Report on Form 10-K for the year ended
                             January 3, 1997, as filed on April 2, 1997, SEC
                             file number 000-11634
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 72539}]
{"company-data": {"conformed-name": "STAAR SURGICAL COMPANY", "cik": "0000718937", "assigned-sic": "3851", "irs-number": "953797439", "state-of-incorporation": "DE", "fiscal-year-end": "0101"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45810", "film-number": "723160"}, "business-address": {"street1": "1911 WALKER AVE", "city": "MONROVIA", "state": "CA", "zip": "91016", "phone": "8183037902"}, "mail-address": {"street1": "1911 WALKER AVE", "city": "MONROVIA", "state": "CA", "zip": "91016"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                            STAAR SURGICAL COMPANY
            (Exact name of registrant as specified in its charter)
Delaware                                                    95-3797439
(State or other jurisdiction of incorporation or                 (I.R.S. Employer Identification No.)
organization)
1911 Walker Avenue
           Monrovia, California                                   91016
 (Address of principal executive offices)                       (Zip Code)

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

                             William C. Huddleston
                              1911 Walker Avenue
                          Monrovia, California 91016
                    (Name and address of agent for service)

                                (626) 303-7902
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
                                            Proposed maximum     Proposed maximum
Title of Securities to   Amount to be      offering price per   aggregate offering      Amount of
 be registered            registered             share                price         registration fee
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Common Stock             1,000,000           $16.25               $16,250,000            $4,290
----------------------------------------------------------------------------------------------------------
(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the stock option plan described
herein as the result of any future stock split, stock dividend or similar
adjustment of the Registrant's outstanding common stock.

(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating amount
of registration fee, based upon the average of the closing price reported
on September 11, 2000, as reported on the Nasdaq Stock Market.

If any of the Securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box [X].
STAAR(R)
                                   SURGICAL

                       1,000,000 Shares of Common Stock
         Issued Pursuant to the 1998 STAAR Surgical Company Stock Plan

================================================================================

This re-offer prospectus covers the offering of 1,000,000 shares of STAAR
Surgical Company common stock issued pursuant to the 1998 STAAR Surgical Company
Stock Plan.  Our common stock is quoted on the Nasdaq National Market under the
symbol "STAA".  On September 11 2000, the last reported sale price of our common
stock was $16.25 per share.

An investment in our securities involves a high degree of risk.  You should
purchase our securities only if you can afford a complete loss of your
investment.  See "Risk Factors" beginning at page 2.

================================================================================

Neither the Securities & Exchange Commission nor any state securities commission
has approved or disapproved these securities or determined if this prospectus is
truthful or complete.  Any representation to the contrary is a criminal offense.

              The date of this prospectus is September 14, 2000

                                       1
STAAR SURGICAL COMPANY
                               Table of Contents
Item                                                 Page
Forward Looking Statements                              1
Risk Factors                                            2
Use of Proceeds                                        14
Selling Security Holders and Plan of Distribution      15
Interests of Named Experts and Counsel                 17
Material Changes                                       18
Where You Can Find More Information                    19
Incorporation of Certain Documents by Reference        19
2
FORWARD LOOKING STATEMENTS

Some of the information in this prospectus contains forward-looking statements.
You can find these statements under "Risk Factors", "Use of Proceeds," and
elsewhere in this prospectus.

We typically identify forward-looking statements by using terms such as "may,"
"will," "should," "could," "expect," "plan," "anticipate," "believe,"
"estimate," "predict," "potential," or "continue" or similar words, although we
express some forward-looking statements differently.  You should be aware that
actual events could differ materially from those suggested in the forward-
looking statements due to a number of factors, including:

     . our failure to achieve positive results in clinical trials;

     . our failure to successfully commercialize our products;

     . competition and technological change;

     . regulations affecting our business;

     . market acceptance of, and the level of demand for, our products;

     . changes in general economic and business conditions; and

     . changes in our business strategies.

You should also consider carefully the statements under "Risk Factors" and other
sections of this prospectus, which address additional factors that could cause
actual events to differ from those suggested in the forward-looking statements.

                              GENERAL INFORMATION

We were incorporated in California in 1982 as a successor to a partnership that
was created for the purpose of developing, producing and marketing products for
minimally invasive ophthalmic surgery.  We reincorporated in Delaware in April
1986.  Our principal executive offices are located at 1911 Walker Avenue,
Monrovia, California 91016, our telephone number is (626) 303-7902 and our
website can be found at http:\\www.staar.com.
                        --------------------

                                       1
RISK FACTORS

Investing in our common stock involves a high degree of risk.  You should
carefully consider the risks and uncertainties described below before you
purchase any of our common stock.  While we have described all risks and
uncertainties that we believe are material to our business, other risks and
uncertainties that affect our business operations may arise or become material
in the future.

If we cannot address the following risks and uncertainties effectively, our
business, financial condition or results of operations could be materially and
adversely affected.  In this event, the trading price of our common stock could
decline and you could lose all or a part of your investment.

This prospectus also contains forward-looking statements that involve risks and
uncertainties.  Our actual results could differ materially from those
anticipated in the forward-looking statements as a result of several factors,
including the risks and uncertainties described below and elsewhere in this
prospectus.

We have generated only limited revenues to date and we may not be able to
achieve or maintain long-term profitability. Our future success will depend a
great deal on our ability to successfully commercialize the Aqua-Flow(TM)
Glaucoma Device and the ICL(TM).

We have generated only limited revenues to date.  We have earned only modest
profits in fiscal years 1997, 1998 and 1999.  We cannot assure you that we will
not incur substantial losses in the future, particularly as we expand our sales
and marketing efforts for the Aqua-Flow(TM) Glaucoma Device, if approved, and
increase research and development, clinical trial and administrative activities.

Our ability to achieve and maintain long-term profitability depends to a
significant extent on obtaining regulatory approval for and successfully
commercializing the Aqua-Flow(TM) Glaucoma Device and the ICL(TM), and also on
successfully completing preclinical and clinical trials, obtaining required
regulatory approvals and successfully developing, manufacturing and marketing
our other current and future product candidates. In order to successfully
commercialize the Aqua-Flow(TM) Glaucoma Device and the ICL(TM), we must be able
to, among other things, obtain regulatory approval for these products. We cannot
assure you that the FDA will approve these products in a timely manner, if at
all. If we fail to successfully obtain regulatory approval for the Aqua-Flow(TM)
Glaucoma Device and the ICL(TM), our business, financial condition and operating
results will be materially harmed and our stock price would be adversely
affected. We cannot assure you that we will be able to achieve any of the
foregoing or that we will be able to achieve and maintain long-term
profitability even if we successfully commercialize our products.

                                       2
We face intense competition and rapid technological change that could result in
products that are superior to the products we are commercializing or developing.

The market for ophthalmic products is intensely competitive and is subject to
rapid and significant technological change.  We have numerous competitors in the
United States and abroad, including, among others, large companies such as
Alcon, Mentor, Summit, VISX, Bausch & Lomb, Merck & Company, Allergan, CIBA
Vision Corporation, Pharmacia,  and Nidek Co., Ltd.  These competitors may
develop technologies and products that are more effective or less costly than
any of our current or future products or that could render our products obsolete
or noncompetitive.  Many of these competitors have substantially more resources
and marketing capabilities than we do.  In addition, the medical technology and
device industry continues to experience consolidation, resulting in an
increasing number of larger, more diversified companies than us.  Among other
things, these companies can spread their research and development costs over
much broader revenue bases than we can and can influence customer and
distributor buying decisions.

If our ICL(TM) receives required regulatory approval, we will also compete with
manufacturers of traditional vision correction techniques, such as contact
lenses and eyeglasses, and with alternative technologies, such as other surgical
and laser refractive procedures. If other surgical and laser refractive
procedures become increasingly accepted as effective and safe techniques for
permanent vision correction, or are perceived as more effective or safe than
our techniques, it could substantially impact the available market for our
products generally, and the ICL(TM) in particular, and have a material and
adverse effect on our business.

Our ophthalmic products and techniques may not gain market acceptance among
physicians, patients, healthcare payors and the medical community.  Significant
factors in determining whether we will be able to compete successfully include:

     . the efficacy and safety of our products;

     . our manufacturing and development capabilities;

     . the time and scope of regulatory approval;

     . reimbursement coverage from insurance companies and others;

     . the price and cost-effectiveness of our products; and

     . patent protection.

We will be required to continue to devote significant financial and other
resources to enhance our existing products and develop new products.  If we are
unable to effectively compete, we may experience a decline in sales volume of
our existing products, an inability to attain sufficient market penetration for
new products and price reductions, any of which would materially harm us.

Many of our products and product candidates are based on novel technology and,
consequently, are inherently risky.  Concerns about the safety and efficacy of
our products could limit our future revenues.

We are subject to the risks of failure inherent in the development of product
candidates and procedures based on new technologies.  These risks include the
possibility that the products and technologies we use

                                       3
will not be effective, our product candidates will be unsafe or otherwise fail
to receive the necessary regulatory approvals, our product candidates will be
hard to manufacture on a large scale or will be uneconomical to market or we
will not successfully overcome technological challenges presented by our
products.

In particular, there is a risk that the marketplace will not accept, or be
receptive to, the potential benefits of the Aqua-Flow(TM) Glaucoma Device or the
ICL(TM). Unless and until these new products are accepted by the market and
begin generating meaningful revenues our financial condition and prospects will
continue to be solely dependent upon our line of cataract products. Acceptance
of our new products, including the Aqua-Flow(TM) Glaucoma Device and the ICL(TM)
will depend on a number of factors, including:

     . the efficiency, performance and attributes of these new products;

     . our ability to obtain necessary regulatory approvals to market the new
       products;

     . the effectiveness of our marketing and sales efforts, including educating
       ophthalmologists and other potential customers as to the distinctive
       characteristics and benefits of these new products;

     . the rate at which ophthalmologists attain the necessary surgical skills
       to implant these new products;

     . our ability to meet manufacturing and delivery schedules;

     . product pricing; and

     . general economic conditions affecting customers' purchasing patterns.

In addition, physicians and consumers may have a number of concerns about the
safety and efficacy of our products, including the ICL(TM), and general
acceptance among physicians and consumers regarding our products in development
will require even greater levels of research and information to allay concerns.
Most medical products and treatments, including ours, involve multiple potential
complications and side effects, not all of which can be predicted with accuracy
and many of which may vary from patient to patient. Long term follow-up data may
reveal additional complications associated with our products. The responses of
potential physicians and others to information about complications could
materially affect the market acceptance of our products, which in turn would
materially harm our business.

Longer-term use of our products may not yield the same results as those
demonstrated in clinical trials or over shorter-term use.

While our products are subject to substantial FDA scrutiny requiring multiple
clinical studies and are monitored regarding efficacy or safety over time, it is
possible that the same results shown in clinical studies and over short-term use
of our products may not be the same over longer-term use.  It is possible that
longer-term effectiveness or safety will be less favorable than previously
experienced or projected.  If longer term patient use or clinical experience
indicate that our products or procedures do not provide patients with sustained
benefits, or cause adverse side effects, our sales could decline and we could be
subject to significant liability.

                                       4
Our operating results have varied significantly in the past and could vary
significantly in the future based on a number of factors.

Our operating results have fluctuated significantly in the past.  We believe
that they may continue to fluctuate significantly in the future.  A number of
factors have led to periodic variations in our operating results including:

     . competitors announcing technological innovations or new commercial
       products;

     . developments concerning proprietary rights, including patents;

     . competitors publicity regarding actual or potential products under
       development;

     . regulatory developments in the United States and foreign countries;

     . period-to-period fluctuations in our financial results;

     . litigation;

     . economic and other external factors, including disasters and other
       crises.

If in one or more future quarters our results of operations fall below
expectations of securities analysts and investors, our stock price could be
significantly harmed.

Regulatory and legal uncertainties could result in significant costs or
otherwise harm our business.

In order to manufacture and sell our products, we must comply with extensive
international and domestic regulation.  In order to sell our products in the
United States, approval from the FDA is required.  The FDA approval process is
expensive and time-consuming.  We cannot predict which of our products that have
not received FDA approval will be approved.  Even if they are approved, we
cannot predict the time frame for approval because it is subject to an
independent governmental agency over which we have no control.  Delays in
approval will adversely affect the marketing and sale of our products.  Foreign
regulatory requirements differ from jurisdiction to jurisdiction and may, in
some cases, be more stringent or difficult to obtain than FDA approval.  In
order to sell products in the countries comprising the European Economic Union,
we must satisfy Union-wide regulatory requirements, even if we have previously
received approvals from individual member countries.  As with the FDA, we cannot
predict if or when we will obtain these regulatory approvals.  Delays in these
approvals will also have an adverse affect on the marketing and sale of our
products.  In addition, approvals that are granted remain subject to continual
review, which could result in product labeling restrictions or withdrawal of
products from the market.

We are in the process of conducting clinical studies in the United States
relating to:

     . using the Aqua-Flow(TM) Glaucoma Device for the treatment of glaucoma;
       and

     . using the ICL(TM) for the treatment of myopia and hyperopia.

If future clinical trial results with respect to these new products are not the
same as the clinical trial results to date we could be denied FDA approval.  It
is also possible that long-term safety and efficacy data, when collected, will
be inconsistent with the clinical results to date.  If this happens and we
cannot

                                       5
demonstrate that these products can be used safely and successfully in a broad
segment of the patient population on a long-term basis, we would likely be
denied FDA approval. Furthermore, there could be serious complications or side
effects which are unpredictable and could impair or delay our obtaining
regulatory approval for these new products in the United States and other key
markets.

In addition to the review and approval process for our products, our
manufacturing facilities and procedures are also subject to government
regulation, including "good manufacturing practice" regulations promulgated by
the FDA.  We believe we are in compliance with all applicable regulations.
However, the FDA and comparable regulatory agencies in other countries have
substantial discretion in the interpretation and enforcement of applicable
regulations.  Future interpretations could be made by any regulatory body which
could adversely affect us.  At times, interpretations are even applied
retroactively.  It is not possible for us to predict the extent or impact of any
future federal, state, local or foreign legislation or regulation which will
affect us and our products adversely.

If the FDA believes that we are not in compliance with the law, they can do any
or all of the following:

     . institute proceedings to detain or seize our products;

     . prohibit future violations; and

     . assess civil or criminal penalties against us and our officers or
       employees.

Although we have not been the subject of any FDA enforcement action, if we
become subject to an FDA enforcement action, it could result in a disruption of
our operations for an undetermined time.

If we are not able to complete our clinical trials successfully or our clinical
trials are delayed, we may not be able to obtain regulatory approvals to market
our products within our projected time frames.

We currently have two products, the Aqua-Flow(TM) Glaucoma Device and the
ICL(TM) in clinical studies and other research and development programs are at
an early stage and clinical testing in satisfaction of regulatory approval is a
long, expensive and uncertain process. We cannot assure you that our clinical
trials will be completed on schedule. Delays in patient enrollment in the trials
may result in increased costs, program delays or both, which could slow down our
product development and approval process and materially harm our business and
financial condition. Even if initial results of preclinical studies or clinical
trial results are positive, we may obtain different results in later stages of
drug development, including failure to show desired safety and efficacy. The
clinical trials of any of our product candidates could be unsuccessful, which
would prevent us from commercializing the relevant product. Our failure to
develop safe and effective products would substantially impair our ability to
generate revenues and materially harm our business and financial condition.

If third-party payors do not provide reimbursement for our current or future
products, our business would suffer materially.

Our ability to sell our products is, in part, dependent upon policies of
government and private health insurance companies making reimbursement to
ophthalmic surgeons with respect to their use of our products.  In recent years,
there have been numerous proposals to change the healthcare system in the United
States.  Some of these proposals have included measures that would limit or
eliminate payments for medical procedures and treatments.  In addition, as a
result of the trend towards managed healthcare in the United States, as well as
legislative proposals to reduce government insurance programs, third-party
payors are increasingly attempting to contain healthcare costs by limiting both
coverage and the level of

                                       6
reimbursement of new medical procedures and treatments. Consequently,
significant uncertainty exists as to the reimbursement status of newly-approved
healthcare products.

If either government or private health insurance companies discontinue
authorization of reimbursement payments for use of our existing products
(principally our IOLs) at current levels, our business would suffer materially
and we could be hampered in our ability to develop new products.  Various
federal and state programs, including Medicare and Medicaid, provide
reimbursement primarily at fixed rates. These programs are subject to statutory
and regulatory changes, administrative rulings, interpretations of policy and
governmental funding restrictions, all of which may have the effect of
decreasing program payments, increasing costs or requiring us to modify the way
in which we operate our business. We are not able to predict whether changes
will be made in the rates prescribed by these governmental programs.  For
example, reimbursement rates for IOLs by Medicare have declined in recent years.
These changes could have a material and adverse effect on us, including our
prospects for future sales of our products.

International market acceptance of our products and product candidates may
depend, in part, on the availability of reimbursement within prevailing health
care payment systems. Reimbursement and health care payment systems in
international markets vary significantly by country, and include both government
sponsored health care and private insurance. We cannot assure you that we will
obtain any international reimbursement approvals in a timely manner, if at all.
Failure to receive international reimbursement approvals could materially and
adversely affect market acceptance of our products in the international markets
in which these approvals are sought. We currently do not expect that ICLs(TM)
will be eligible for reimbursement, and there is no way to predict whether other
new products will be eligible for reimbursement by government or private health
insurance companies.

Our limited ability or failure to protect our intellectual property may
adversely affect our ability to compete.

Our ability to compete effectively is materially dependent upon the proprietary
nature of the designs, processes, technologies and materials owned, used by or
licensed to us.  Although we attempt to protect our proprietary property,
technologies and processes through a combination of patent law, trade secrets
and non-disclosure agreements, these may be insufficient.  For example, in the
case of patents, it is possible that existing patents granted to us or our
licensors will be invalidated. Patents currently or prospectively applied for by
us or our licensors may not be granted.  Even if patents are granted, this does
not assure that they will provide significant commercial benefits.  Moreover, it
is possible that competing companies may circumvent our patents or our
licensors' patents by developing products that closely emulate but do not
infringe these patents.  This would allow our competitors to market products
that compete with our products without obtaining a license from us.  In addition
to patented or potentially patentable designs, technologies, processes and
materials, we also rely on proprietary designs, technologies, processes and
know-how not eligible for patent protection.  While we believe we have adequate
procedures in place to protect against improper disclosure of these trade
secrets, it is possible that competitors could independently develop the same or
superior designs, technologies, processes and know-how.  It is also possible
that our trade secrets could be improperly disclosed in spite of our protective
procedures.

We believe that the international market for our products is as important as the
domestic market, and therefore we seek patent protection for our products or
those of our licensors in foreign countries where we feel such protection is
needed.  Because of the differences in foreign patent and other laws concerning
proprietary rights, our products may not receive the same degree of protection
in foreign countries as they would in the United States.

                                       7
The fact that we have patents issued to us for our products does not mean that
we will always be able to successfully defend our patents and proprietary rights
against challenges or claims of infringement by our competitors.  The
invalidation or circumvention of key patents (principally our core patents for
insertion of foldable or deformable IOLs or ICLs(TM) through minimally invasive
surgical techniques) or proprietary rights owned by or licensed to us could have
an adverse effect on our business prospects.  We could be required to defend
against litigation involving our patents or proprietary rights of others.  If we
cannot successfully defend against claims of infringement or license such rights
our business will be adversely affected.  Legal and accounting costs relating to
prosecuting or defending patent infringement litigation may be substantial.

We may be subject to costly and time-consuming product liability actions or be
required to recall any one of our products, either of which would materially
harm our business.

The testing and use of our products entail an inherent risk of physical injury
to patients and physicians and expose us to potential product liability and
other damage claims, including those that may arise from misuse or malfunction
of, or design flaws in, our products.  We may be held liable if any of our
products causes injury or is found otherwise unsuitable during product testing,
manufacturing, marketing or sale.  We cannot assure you that we will be able to
avoid product liability exposure.  Product liability insurance for the medical
technology industry is generally expensive, if available at all.  We have
obtained product liability insurance coverage in the amount of $1 million per
occurrence, subject to a $15 million aggregate limitation.  However, we cannot
assure you that our present insurance coverage is now or will continue to be
adequate.  We cannot assure you that we can obtain adequate insurance coverage
at a reasonable cost in the future.  Our inability to obtain sufficient
insurance coverage at an acceptable cost or otherwise to protect against
potential product liability claims could prevent or inhibit us from
commercializing our products.  If we are sued for any injury caused by our
products, our liability could exceed our total assets and our reputation could
be damaged.

In addition, in the event there are deficiencies or defects in the design or
manufacture of any of our products, we may be required to recall the defective
products.  In the event of a product recall, our cost and potential liability
could be significant and could significantly harm our business, financial
condition and operating results, particularly if the recall relates to a product
generating significant revenues and earnings for us.  Potential negative
publicity from a recall could also adversely affect our sales and/or regulatory
approvals of our other products.

Our recently announced restructuring may not fully yield all of its intended
benefits.

We have recently begun implementing a plan of restructuring that we announced in
June 2000.  This restructuring was designed to strategically write down non-
performing assets to maximize our potential earnings as we prepare to launch a
number of new products.  In June 2000, we finalized our total one-time
restructuring charge at $24 million, consisting of $9.5 million from
discontinued operations, $4.5 million in restructuring and reorganization
charges, and $10.0 million in impaired assets.  We have made several changes to
our operations in an effort to strengthen our focus on our core products and
move our product candidates through regulatory channels.  We cannot assure you
that these steps will succeed in improving gross profit margin.  The success of
our restructuring depends, in part, on whether we can continue to leverage sales
of our core products, whether sales of new products will result in a more
favorable mix of products, and on whether our anticipated cost savings can be
achieved and sustained.

                                       8
If we fail to attract and retain key personnel and principal members of our
management staff, our ability to effectively compete could be impaired and our
business, financial condition and operating results could be materially harmed.

Our success depends greatly on our ability to attract and retain qualified
management and technical personnel, as well as to retain the principal members
of our existing management staff.  The loss of services of any of these persons
could adversely affect the commercialization of our current products and our
ability to develop and commercialize future products.  In May 2000, our Board of
Directors terminated several key management employees, including John R. Wolf,
who served as our President and Chief Executive Officer since September of 1989,
as well as our Executive Vice President of Research and Development and Vice
President of Manufacturing.  Currently, our Chief Operating Officer is acting as
our interim President and Chief Executive Officer.  We recently filled both the
research and development and manufacturing positions.  In order to pursue our
commercialization plans and to expand and develop our research and development
programs and pursue our product development plans, we will need to integrate our
new personnel into our current operations and be required to hire a new
President and Chief Executive Officer. We cannot assure you that we will be able
to find a replacement for our Chief Executive Officer or that we will be able to
integrate any new personnel into our organization.  Further, we cannot assure
you that we will not experience disputes relating to any of the terminations
described above.  We are aware of claims that have been asserted against us
relating to some of these terminations.  The outcome of these disputes is
unpredictable and could consume our time and resources and subject us to
substantial liability.  We may also need to hire additional qualified research
and development and sales and marketing personnel, as well as personnel with
technical expertise and experience in clinical testing and government
regulation.  There is intense competition for qualified staff, and we cannot
assure you that we will be able to attract and retain the necessary qualified
staff to develop our business.  If we fail to attract and retain key management
staff, or if we lose any additional members of our current management team, our
business, financial condition and operating results would be materially harmed.
We do not maintain, and do not currently intend to obtain, key employee global
life insurance on any of our personnel.

We may experience difficulties in managing growth.  If we are not able to
effectively manage our growth, our business, financial condition and operating
results could be materially harmed.

If we succeed in our commercialization and product development efforts, our
growth could strain our operations, product development and other managerial and
operating resources.  Future growth will impose significant added
responsibilities on members of management, including the need to identify,
recruit, maintain and integrate additional employees, including management.  In
the future, our financial performance and our ability to compete effectively
will depend, in part, on our ability to manage any future growth effectively.
To that end, we must be able to:

     . hire and train additional qualified personnel;

     . expand the capacity, scalability and performance of our product
       commercialization and development infrastructure;

     . improve coordination among our marketing, operations, accounting and
       financing personnel;

     . develop our administrative, accounting and management information systems
       and controls; and

     . manage our future research and development efforts effectively.

                                       9
We cannot assure you that we will be able to accomplish these tasks.  If we fail
to accomplish any of these tasks, our business, financial condition and
operating results would be materially harmed.

We have limited manufacturing experience.

We manufacture our products in quantities sufficient to satisfy our current
level of product sales.  If we were to experience increases in sales, we may
need to increase our production significantly beyond our present manufacturing
capacity.  Accordingly, we may be required to increase our manufacturing
capacities or to contract with another party to manufacture our products.  We
cannot assure you that we can successfully increase our capacity on a profitable
basis, or contract with another party on terms acceptable to us, if at all.
Further, we cannot assure you that if we choose to scale-up our manufacturing
operations, we will be able to maintain compliance with FDA standards that
regulate our manufacturing facilities.

If we experience an interruption of our manufacturing operations, our business,
financial condition and operating results would be materially harmed.

We manufacture substantially all of the products we sell.  As a result, any
prolonged disruption in the operation of our manufacturing facilities, whether
due to technical, labor or other difficulties, destruction of or damage to any
facility or other reasons, could have a material adverse effect on our business,
financial condition and operating results.

Because we have operations and customers internationally, our business may be
adversely affected by foreign political and economic conditions.

A significant portion of our revenues relate to our international sales and
operations.  We expect this to continue to be the case in the future.  Our
international sales and operations subject us to several potential risks,
including;

     . risks associated with fluctuating exchange rates;

     . the regulation of fund transfers by foreign governments;

     . United States and foreign export and import duties and tariffs; and

     . political instability.

The occurrence of any of the foregoing could materially and adversely affect our
business. We have not previously engaged in activities to mitigate the effects
of foreign currency fluctuations, because historically we have been generally
paid in U.S. dollars with respect to our international operations.  As earnings
from international operations increase, our exposure to fluctuations in foreign
currencies may increase, and we may utilize forward exchange rate contracts or
engage in other efforts to mitigate foreign currency risks.  If we were to do
this, there can be no assurance as to the effectiveness of these efforts in
limiting any adverse effects of foreign currency fluctuations on our
international operations and overall results of operations.

Our continued growth is in part dependent on the expansion of international
sales of our products.  This expansion will involve operations in markets where
we may not be experienced and we cannot assure you that we will be successful in
capturing a significant portion of these markets.   In many of these markets, we
will continue to be dependent on the efforts of distributors, and we cannot
assure you that the

                                      10
distributors will be successful or that they will maintain their relationships
with us. In addition, we will not be able to market and sell our products in
certain international markets until we obtain regulatory approval. We cannot
assure you that we will be able to successfully commercialize any of our
products in any international market. If we cannot, our business, financial
condition and operating results will be materially harmed.

We are subject to extensive government regulation concerning environmental
matters.

We are subject to a variety of local, state and federal government regulations
relating to the storage, discharge, handling, emission, generation, manufacture
and disposal of toxic and other hazardous substances used to manufacture our
products.  We cannot be sure that we will be in compliance with governing
standards in the future or that we will not incur significant costs to comply
with environmental laws and regulations in the future.  If we were to fail to
comply with any of these regulations, this failure could subject us to
significant liabilities.  Further, we cannot completely eliminate the risk of
accidental contamination or injury from these toxic or hazardous materials.

We may need additional financing in the future, but our access to capital
funding is uncertain.

Our current and anticipated development activities require substantial
additional capital. Our future capital needs will depend on many factors,
including, successfully commercializing the Aqua-Flow(TM) Glaucoma Device and
the ICL(TM), changes in or termination of our relationships with our
distributors or suppliers, changes in government regulations and policies,
progress in our research and product development activities and expansion of our
international operations. Our success may also depend on the magnitude and scope
of these activities, the progress and level of unreimbursed costs associated
with clinical trials, the costs associated with acquisitions, the costs of
preparing, filing, prosecuting, maintaining and enforcing patent claims and
other intellectual property rights, competing technological and market
developments, the establishment of future collaborations, the development of our
marketing activities, and the costs of manufacturing scale-up. We do not have
committed external sources of funding and we cannot assure you that we will be
able to obtain additional funds on acceptable terms, if at all. If adequate
funds are not available, we may be required to:

     . delay, reduce the scope of or eliminate one or more of our
       commercialization or development programs;

     . obtain funds through arrangements with collaboration partners or others
       that may require us to relinquish rights to technologies, product
       candidates or products that we would otherwise seek to develop or
       commercialize ourselves; or

     . license rights to technologies, product candidates or products on terms
       that are less favorable to us than might otherwise be available.

If we raise additional funds by issuing additional stock, our stockholders would
suffer further dilution and new investors could have rights superior to existing
stockholders.  Further, if additional funds are raised through the issuance of
debt securities, these securities could contain covenants that would restrict
our operations.  If we do not have sufficient funds at any time in the future,
we may be unable to develop or commercialize our products, take advantage of
business opportunities or respond to competitive pressures.

                                      11
Market volatility may affect our stock price and the value of your investment
may be subject to sudden decreases.

Our stock price has a history of volatility.  This volatility has existed even
in the absence of significant news or developments about us.  Moreover, the
stocks of medical technology and device companies in particular, and the stock
market generally, have been subject to dramatic price swings in recent years,
with the stock of small capitalization companies, like us, experiencing the
greatest volatility.  Factors that may have a significant impact on the market
price of our common stock include:

     . variations in financial results;

     . changes in earnings estimates by industry research analysts;

     . investors' perceptions of us and our financial prospects;

     . results of the governmental approval process for our medical devices or
       techniques or for our competitors;

     . results of clinical trials;

     . changes in government regulations;

     . announcements of new products, technologies or techniques by us or our
       competitors;

     . announcements regarding patent litigation or the issuance of patents to
       us or our competitors;

     . changes in reimbursement policies; and

     . general economic, industry and market conditions.

These price swings, both as to our stock and as to our industry and the stock
market generally, are likely to continue.  As a result, you could be subject to
significant losses in your investment in our stock even if we successfully
execute on our business strategy.

In the past, following periods of market volatility, security holders of other
companies have instituted class action litigation.  If the market value of our
stock experiences adverse fluctuations and we become involved in this type of
litigation, we could incur substantial legal costs and management's attention
could be diverted, which could materially harm our business and the market price
of our common stock.

Sales of common stock may depress the market price of our common stock.

A substantial number of outstanding shares of common stock and shares of common
stock issuable upon exercise of outstanding options and warrants are eligible
for sale in the public market.  Sales of a substantial number of shares of our
common stock or the perception that such sales could occur could cause the
market price of our common stock to decline.  Any sales by existing stockholders
or holders of options or warrants may have an adverse effect on our ability to
raise capital and may adversely affect the market price of our common stock.

                                      12
Some of our existing stockholders can exert significant influence over us.  If
they make decisions that are not in the best interests of all stockholders, then
our stock price may decline.

Our directors and executive officers and their affiliates beneficially own, in
the aggregate, approximately 19.77% of our outstanding common stock.  As a
result, these stockholders as a group will significantly influence our
management and affairs and all matters submitted to our stockholders for
approval, including electing directors, any merger, consolidation or sale of all
or substantially all of our assets and any other significant corporate
transaction. This control could discourage others from initiating potential
merger, takeover or other change of control transactions, and may adversely
affect the market price of our common stock. In addition, if these stockholders
acted together, they could cause a result that may not be in the best interest
of all stockholders.

Some provisions in our certificate of incorporation and bylaws and Delaware law
may delay or prevent a takeover and suppress our stock price.

Some provisions in our certificate of incorporation and bylaws may have the
effect of delaying, deferring or preventing an acquisition, merger or other
change of control of the Company, despite the possible benefits to our
stockholders, or otherwise adversely affect the price of our common stock.
These provisions include the following:

     . the ability of our board of directors to issue shares of preferred stock
       and to determine the price and other terms, including preferences and
       voting rights, of those shares without stockholder approval;

     . a staggered board of directors and the limited ability of stockholders to
       remove our directors; and

     . a limitation on who may call special meetings of stockholders; and

     . advance notice requirements for nomination for election to our board of
       directors or for proposing matters that can be acted on by stockholders
       at stockholder meetings.

In addition to these provisions, we are subject to certain Delaware laws,
including provisions that prohibit us from engaging in any "business
combination" with a person who, together with affiliates and associates, owns
15% or more of our common stock (referred to as an interested stockholder) for a
period of three years following the date that such person became an interested
stockholder, unless the business combination is approved in the prescribed
manner.  The provisions of our certificate of incorporation and bylaws and
Delaware law may discourage potential takeover attempts, discourage bids for our
common stock at a premium over market price or could adversely affect the market
price of, and the voting and other rights of the holders of, our common stock.
As a result, the market price of our common stock could be adversely affected.

                                      13
USE OF PROCEEDS

All net proceeds from the sale of the common shares covered by this prospectus
will go to the selling shareholders who offer and sell their shares.  We will
not receive any proceeds from the sale of the common shares by the selling
shareholders.

                                      14
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION

All of the common shares registered for sale under this prospectus will be owned
prior to the offer and sale of such shares by our current or former employees,
officers, directors, consultants and/or advisors (the "selling shareholders").
All of the shares owned by the selling shareholders were acquired by them
pursuant to the 1998 STAAR Surgical Company Stock Plan.  The names of the
selling shareholders are set forth below.

We are registering the common shares covered by this prospectus for the selling
shareholders.  As used in this prospectus, "selling shareholders" includes the
pledgees, donees, transferees or others who may later hold the selling
shareholders' interests.  We will pay the costs and fees of registering the
common shares, but the selling shareholders will pay any brokerage commissions,
discounts or other expenses relating to the sale of the common shares.

The selling shareholders may offer his or her common shares to or through
brokers and dealers and underwriters selected by the selling shareholders from
time to time. In addition, the common shares may be offered for sale through the
Nasdaq Stock Market, through a market maker, in one or more private
transactions, or a combination of such methods of sale, at prices and on terms
then prevailing, at prices related to such prices, or at negotiated prices. Each
selling shareholder may pledge all or a portion of the common shares owned by
him or her as collateral in loan transactions. Upon default by any such selling
shareholder, the pledgee in such loan transaction would have the same rights of
sale as such selling shareholder under this prospectus. Each selling shareholder
may also transfer common shares owned by him or her in other ways not involving
market makers or established trading markets, including directly by gift,
distribution, or other transfer without consideration, and upon any such
transfer the transferee would have the same rights of sale as such selling
shareholder under this prospectus. In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 of the Securities Act of
1933 may be sold under Rule 144 rather than pursuant to this prospectus.
Finally, each selling shareholder and any brokers and dealers through whom sales
of the common shares are made may be deemed to be "underwriters" within the
meaning of the Securities Act, and the commissions or discounts and other
compensation paid to such persons may be regarded as underwriters' compensation.

Additional information related to the selling shareholders and the plan of
distribution may be provided in one or more supplemental prospectuses.

The following table sets forth the names of the selling shareholders who may
sell their shares pursuant to this prospectus.  The selling shareholders have,
or within the past three years have had, positions, offices or other material
relationships with us or with our predecessors or affiliates.

The following table also sets forth certain information as of the date of this
prospectus, to the best of our knowledge, regarding the ownership of our common
stock by the selling shareholders and as adjusted to give effect to the sale of
all the common stock offered by the selling shareholders pursuant to this
prospectus.

                                      15
-------------------------------------------------------------------------------------------------------

        Selling               Shares              Shares              Shares           Percentage
      Shareholder         held before the         being           held after the    Owned after the
                             Offering            Offered             Offering           Offering

-------------------------------------------------------------------------------------------------------
Michael Lloyd
Former Vice President of
Manufacturing                 50,250               50,000               250           Less than 1%
-------------------------------------------------------------------------------------------------------
TOTAL                         50,250               50,000               250
-------------------------------------------------------------------------------------------------------
16
INTERESTS OF NAMED EXPERTS AND COUNSEL

Mr. Andrew F. Pollet is the majority shareholder of Pollet & Richardson.  Pollet
& Richardson will give an opinion regarding certain legal matters in connection
with this offering of our securities.  Mr. Pollet is also the Chairman of our
Board of Directors and the owner of approximately 7% of our issued and
outstanding common stock.

                                      17
MATERIAL CHANGES

Restructuring

In May 2000, we announced our plans to strategically write down non-performing
assets to maximize our potential earnings as we prepare to launch a number of
new products.  In June 2000, we finalized our total one-time restructuring
charge at $24 million, consisting of $9.5 million from discontinued operations,
$4.5 million in restructuring and reorganization charges, and $10.0 million in
impaired assets.  Of this amount, approximately 85% represents non-cash charges.
The charges include discontinuing our Japanese joint venture and certain
subsidiaries, writing-off or down inventory, patents and other assets that were
considered questionable in providing us future value and employee severance
costs associated with changes in our management.  We recorded these charges
against our second quarter of fiscal year 2000 earnings, before tax benefit.

Canon Litigation

On May 23, 1988 we formed a joint venture with Canon Inc. and Canon Sales Co.,
Inc.  On May 8, 2000, we filed a complaint in the United States District Court
of the Central District of California against Canon, Inc., Canon Sales, Inc.,
and a Japanese individual.  The complaint seeks damages for tortious
interference with contractual relations and tortious interference with actual
and prospective business advantage.  The Federal lawsuit arises from the named
defendants' attempt to gain distribution rights and access to our proprietary
technology and ophthalmic product lines for the Japanese market.  We are
currently awaiting a response to the complaint from the named defendants.

Management Reorganization

In May 2000, we appointed William C. Huddleston as our interim President and
CEO.  Mr. Huddleston will continue to serve as our Chief Operating Officer.  Mr.
Huddleston replaces John R. Wolf, who served as our President and CEO.  We also
elected Andrew F. Pollet as our Chairman, replacing Mr. Wolf, who continues to
serve as a Director to the Company.

Sale of Assets of Laser & Implant Technology Centers

During 1999 we founded Laser & Implant Technology Centers, a Delaware limited
liability company.  Laser & Implant Technology Centers engages in the business
of operating one surgery center for the purpose of providing a location to
physicians to render ophthalmological and other medical services, including
refractive laser procedures, and owns laser and other peripheral equipment used
in four other surgery centers, from which it receives a fee for each surgery
performed.  We are in the process of transferring the assets of this business to
Laser & Implant Technology Centers, a Georgia limited liability company, which
is a third party unrelated to us.  As payment in full for the assets, the
purchaser has agreed to assume the executory obligations of the Company and of
Laser & Implant Technology Centers relating to the business, and to deliver to
us or to Laser & Implant Technology Centers a promissory note for the cash
portion of the purchase price.  At this time, the cash portion of the purchase
price has been determined to be $399,517, however, the cash portion of the
purchase price may be changed prior to the execution of the purchase and sale
agreement.  The promissory note will bear interest at the rate of eight percent
(8%) and will have a term of five years.  Payment of principal and interest will
be made on a monthly basis, but no payment of principal or interest will be due
until January 1, 2001.

                                      18
WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a Registration Statement on Form S-8 that we filed
with the Securities and Exchange Commission (the "SEC").  We omitted certain
information in the Registration Statement from this prospectus in accordance
with the rules of the SEC.  We file the annual, quarterly and special reports,
proxy statements and other information with the SEC.  You can inspect and copy
the Registration Statement as well as reports, proxy statements and other
information we have filed with the SEC at the public reference room maintained
by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  You
can obtain copies from the Public Reference Room of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549 if you pay certain fees.  You can call the SEC at
1-800-732-0330 for further information about the operation of the Public
Reference Room.  We are also required to file electronic versions of these
documents with the SEC, which may be accessed through the SEC's World Wide Web
site at http://www.sec.gov.  Our common stock is quoted on the NASDAQ National
Market.  Reports, proxy and information statements and other information
concerning STAAR Surgical Company may be inspected at the NASDAQ Stock Market at
1735 K Street N.W., Washington, D.C. 20006.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" certain of our publicly-filed
documents into this prospectus, which means that information included in these
documents is considered part of this prospectus.  Information that we file with
the SEC subsequent to the date of this prospectus will automatically update and
supersede this information.  We incorporate by reference the documents listed
below and any future filings made with the SEC under sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended.

     The following documents filed with the SEC are incorporated by reference
     into this prospectus:

     (i)   our Annual Report on Form 10-K for the fiscal year ended December 31,
           1999;

     (ii)  our Quarterly Report on Form 10-Q for the fiscal quarter ended March
           31, 2000;

     (iii) our Quarterly Report on Form 10-Q for the fiscal quarter ended June
           30, 2000; and

     (iv)  our definitive proxy statement for its 2000 Annual Meeting of
           Stockholders.

All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus and prior to the termination of
this offering shall be deemed to be incorporated by reference in this prospectus
and to be a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained herein or in any other
subsequently filed documents which is deemed to be incorporated by reference
herein modifies or supersedes such earlier statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus or the prospectus supplement.

We will provide without charge to you, on written or oral request, a copy of any
or all of the foregoing documents incorporated herein by reference (other than
exhibits to such documents, except for exhibits that are incorporated by
reference).  You should direct any requests for documents to Mr. William C.
Huddleston at 1911 Walker Avenue, Monrovia, California 91016, telephone (626)
303-7902.

                                      19
Except for the historical information contained herein, the discussion in this
prospectus contains forward-looking statements that involve risks and
uncertainties.  Our actual results could differ materially from those discussed
herein.  Important factors that could cause, in whole or in part, actual results
to differ materially from those in the forward-looking statements include, but
are not limited to, those discussed in the section entitled "Risk Factors" as
well as those discussed elsewhere in this prospectus and in any documents
incorporated herein by reference.

                                      20
[LOGO OF STAAR SURGICAL(R)]

                         1,000 Shares of Common Stock
         Issued Pursuant to the 1998 STAAR Surgical Company Stock Plan

    Until October 24, 2000, all dealers that effect transactions in these
 securities, whether or not participating in this offering, may be required to
   deliver a prospectus.  This is in addition to the dealers' obligation to a
  deliver a prospectus when acting as underwriters and with respect to their
                      unsold allotments or subscriptions.
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents are hereby incorporated by reference into this
Registration Statement:

          (a)  The Annual Report on Form 10-K for the fiscal year ended December
31, 1999, filed by the Registrant with the Securities and Exchange Commission
(the "Commission") on March 30, 2000, which contains audited consolidated
financial statements for the most recent fiscal year for which such statements
have been filed.

          (b)  The Registrant's Proxy Statement dated May 1, 2000.

          (c)  The Quarterly Report on Form 10-Q for the quarter ended March 31,
2000, filed by the Registrant with the Commission on May 15, 2000.

          (d)  The Quarterly Report on Form 10-Q for the quarter ended June 30,
2000, filed by the Registrant with the Commission on August 14, 2000.

          (e)  The description of the Registrant's common stock, which is
contained in a registration statement filed on Form S-18, registration number 2-
83434.

          (f)  In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.

          Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.

Item 5.   Interests of Named Experts and Counsel.

          Andrew F. Pollet, one of the principals of the law firm of Pollet &
Richardson, is the owner of 994,880 shares of the Registrant's common stock and
options to purchase an additional 32,000 shares of the Registrant's common
stock.
Item 6.   Indemnification of Directors and Officers.

          As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, the Registrant's Certificate of Incorporation, as amended, includes a
provision that eliminates the personal liability of each of its directors for
monetary damages for breach of such director's fiduciary duty as a director,
except for liability: (i) for any breach of the director's duty of loyalty to
the Registrant or its stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of the law; (iii)
under Section 174 of the Delaware General Corporation Law; or (iv) for any
transaction from which the director derived an improper personal benefit.

          In addition, the Registrant's Certificate of Incorporation, as
amended, and its Bylaws provide that the Registrant must, to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, indemnify its
directors, officers and employees, and persons serving in such capacities in
other business enterprises (including, for example, subsidiaries of the
Registrant) at the Registrant's request, including those circumstances in which
indemnification would otherwise be discretionary. The rights conferred are not
exclusive and the Registrant is authorized, pursuant to Section 145 of the
Delaware General Corporation Law, to enter into indemnification agreements with
its directors, officers and employees. The Registrant maintains director and
officer liability insurance. The indemnification provisions in the Certificate
of Incorporation, as amended, and the Bylaws may be sufficiently broad to permit
indemnification of the Registrant's directors and officers for liabilities
arising under the Securities Act of 1933, as amended.

Item 7.   Exemption From Registration Claimed.

          The Registrant is registering 50,000 shares of common stock owned by
Michael Lloyd. Mr. Lloyd was employed by the Registrant as an executive officer
until July 11, 2000. Shortly after leaving his employment, Mr. Lloyd exercised
an option to purchase the 50,000 shares of common stock. The Registrant is
relying on section 4(2) of the Securities Act of 1933 for its exemption from
registration.

Item 8.   Exhibits.

          4.1   Certificate of Incorporation, as amended.(1)
          4.2   Bylaws(1)
          4.3   Stockholders Rights Plan(1)
          5     Opinion regarding legality
          23.1  Consent of BDO Seidman LLP
          23.2  Consent of Pollet & Richardson (included in Exhibit 5)
          24.   Powers of attorney

               (1)  Incorporated by reference from the Registrant's
                    Annual Report on Form 10-K for the year ended
                    January 3, 1997, as filed on April 2, 1997, SEC
                    file number 000-11634
Item 9.   Undertakings.

          (a)  The undersigned Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement (1) 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; (2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; (3) to remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.

          (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monrovia, State of California, on this 14th day of
September, 2000.

                                STAAR Surgical Company

                                By:/s/ William C. Huddleston
                                   _____________________________________________
                                   William C. Huddleston, its Interim
                                   President and Interim Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

Dated: September 14, 2000          /s/ William C. Huddleston
                                   _________________________________________
                                   William C. Huddleston, Interim President,
                                   and Interim Chief Executive Officer

Dated: September 14, 2000          /s/ John Santos
                                   _________________________________________
                                   John Santos, Chief Financial Officer and
                                   Chief Accounting Officer

Dated: September 14, 2000          /s/ Andrew F. Pollet
                                   _________________________________________
                                   Andrew F. Pollet, Director and Chairman

                                                    *
Dated: September 14, 2000          _________________________________________
                                   Peter J. Utrata, Director

                                                    *
Dated: September 14, 2000          _________________________________________
                                   Volker D. Anhaeusser, Director

Dated: September 14, 2000          /s/ Andrew F. Pollet
                                   _________________________________________
                                   *Andrew F. Pollet, Attorney-in-Fact
INDEX TO EXHIBITS

Exhibit Number          Description

      4.1               Certificate of Incorporation, as amended(1)
      4.2               Bylaws(1)
      4.3               Stockholders Rights Plan(1)
      5                 Opinion regarding legality
     23.1               Consent of BDO Seidman LLP
     23.2               Consent of Pollet & Richardson (included in Exhibit 5)
     24                 Powers of attorney

                        (1)  Incorporated by reference from the Registrant's
                             Annual Report on Form 10-K for the year ended
                             January 3, 1997, as filed on April 2, 1997, SEC
                             file number 000-11634