S-8

UNITED STATES

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 Organization)	(I.R.S. Employer Identification No.)

1911 Walker Avenue Monrovia, California	91016
(Address of Principal Executive Offices)	(Zip Code)

1995 STAAR Surgical Company Consultant Stock Plan

(Full Title of the Plan)

David Bailey

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

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate  Offering Price(2)		Amount of Registration Fee(3)
Common Stock	200,000	$	948,000	$	4.74	$	87.22

(1) This Registration Statement shall also cover any additional shares of common stock which become issuable under the 1995 STAAR Surgical Company Consultant Stock Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Registrant’s common stock.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, based on the average of the high and low prices of the Registrant’s common stock as reported by the Nasdaq National Market on June 4, 2002.

(3) Calculated pursuant to General Instruction E on Form S-8.

GENERAL INSTRUCTION E INFORMATION

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

The contents of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 15, 1995 (File No. 33-60241), as amended, is hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.    Exhibits.

5.	Opinion regarding legality
23.1	Consent of BDO Seidman LLP
23.2	Consent of Pollet & Richardson (included in Exhibit 5)

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 7th day of June, 2002.

STAAR SURGICAL COMPANY
By:	/s/
	David Bailey, Chief Executive Officer and President

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:

/s/	Dated: June 7, 2002
David Bailey, Chief Executive Officer and President
/s/	Dated: June 7, 2002
John Bily, Chief Financial Officer and Chief Accounting Officer
/s/	Dated: June 7, 2002
David Bailey, Director and Chairman
/s/	Dated: June 7, 2002
Peter J. Utrata, Director
/s/	Dated: June 7, 2002
Volker D. Anhaeusser, Director
/s/	Dated: June 7, 2002
John Gilbert, Director
/s/	Dated: June 7, 2002
David Morrison, Director

INDEX TO EXHIBITS

Exhibit Number	Description
5.	Opinion regarding legality
23.1	Consent of BDO Seidman LLP
23.2	Consent of Pollet & Richardson (included in Exhibit 5)

EX-5

EXHIBIT 5

POLLET, RICHARDSON & PATEL

A Law Corporation

10900 Wilshire Boulevard

Suite 500

Los Angeles, California 90024

Telephone (310) 208-1182

Facsimile (310) 208-1154

June 7, 2002

STAAR Surgical Company

1911 Walker Avenue

Monrovia, California 91016

Re: 1995 STAAR Surgical Company Consultant Stock Plan

Ladies and Gentlemen:

We have acted as counsel to STAAR Surgical Company (the “Company”) in connection with the registration with the Securities and Exchange Commission on Form S-8 of shares of the Company’s common stock, par value $0.01 (the “Shares”), which may be issued upon exercise of options or otherwise granted in connection with the above-referenced plan (the “Plan”). In connection with that registration, we have reviewed the proceedings of the Board of Directors of the Company relating to the registration and proposed issuance of the Shares, the Articles of Incorporation of the Company and all amendments thereto, the Bylaws of the Company and all amendments thereto, and such other documents and matters as we have deemed necessary to the rendering of the following opinion.

Based upon that review, it is our opinion that the Shares, when issued in conformance with the terms and conditions of the Plan, will be legally issued, fully paid, and nonassessable under the Delaware General Corporation Code.

We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states as to the issuance and sale of the Shares.

We consent to the use of this opinion in the registration statement filed with the Securities and Exchange Commission in connection with the registration of the Shares.

POLLET, RICHARDSON & PATEL A LAW CORPORATION
By:	/s/    ERICK E. RICHARDSON
	Erick E. Richardson

EX-23.1

Exhibit 23.1

[BDO SEIDMAN, LLP LETTERHEAD]

Consent of Independent Certified Public Accountants

STAAR Surgical Company

Monrovia, California

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 5, 2002, except for Note 19 which is dated March 27, 2002, relating to the consolidated financial statements of STAAR Surgical Company and related financial statement schedules appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

/s/    BDO Seidman, LLP

BDO Seidman, LLP

Los Angeles, California

May 31, 2002