Washington, D.C. 20549

                                 FORM 12b-25

                         NOTIFICATION OF LATE FILING

                                                Commission File Number 0-11634

(Check one): |_| Form 10-K   |_| Form 20-F    |_| Form 11-K    |X| Form 10-Q
|_| Form N-SAR   |_| Form N-CSR

      For Period Ended:   July 4, 2003

       Transition Report on Form 10-K
       Transition Report on Form 20-F
       Transition Report on Form 11-K
       Transition Report on Form 10-Q
       Transition Report on Form N-SAR

      For the transition period ended: ____________________

Nothing  in this form shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

      If the  notification  relates to a portion of the filing  checked above,
identify the item(s) to which the notification relates:


                            STAAR SURGICAL COMPANY
                          (Full Name of Registrant)

                         (Former Name if Applicable)

                             1911 Walker Avenue,
         (Address of Principal Executive Office (Street and Number))

                          Monrovia, California 91016
                          (City, State and Zip Code)

PART II-- RULE 12b-25(b) AND (c)

If the  subject  report  could  not be filed  without  unreasonable  effort or
expense  and the  registrant  seeks  relief  pursuant to Rule  12b-25(b),  the
following should be completed.  (Check box if appropriate)

        (a)   The reasons  described in reasonable  detail in Part III of this
              form  could not be  eliminated  without  unreasonable  effort or

        (b)   The  subject  annual  report,   semi-annual  report,  transition
              report on Form 10-K,  20-F, 11-K or N-SAR,  or portion  thereof,
              will be filed on or before the fifteenth  calendar day following
|X|           the  prescribed  due date;  or the subject  quarterly  report or
              transition  report on Form  10-Q,  or  portion  thereof  will be
              filed  on  or  before  the  fifth  calendar  day  following  the
              prescribed due date; and

        (c)   The  accountant's  statement or other  exhibit  required by Rule
              12b-25(c) has been attached if applicable.


     State below in reasonable  detail the reasons why Forms 10-K,  11-K,  20-F,
10-Q, N-SAR, or the transition report portion thereof, could not be filed within
the prescribed time period.

            Due to the  recent  change in the  Registrant's  independent
      auditors,  the  Registrant  requires  additional  time  to  gather
      certain   information   necessary   to  complete   the   financial
      statements  required  by  the  Registrant's  Quarterly  Report  on
      Form 10-Q (the  "Form 10-Q").  As a result,  the  Registrant  will
      not be able to  timely  file the  Form 10-Q  without  unreasonable
      effort and expense.

            The Registrant  anticipates that additional information will
      be  obtained  so that it will be able to file the Form 10-Q within
      the extension period permitted by this filing.


(1) Name  and  telephone  number  of  person  to  contact  in  regard  to this

        John Bily                   (626) 303-7902
        (Name)                      (Area Code) (Telephone Number)

(2) Have all other periodic  reports required under Section 13 or 15(d) of the
   Securities  Exchange  Act of 1934 or Section 30 of the  Investment  Company
   Act of 1940 during the preceding 12 months or for such shorter  period that
   the registrant  was required to file such  report(s) been filed?  If answer
   is no, identify report(s).

                                                                |X| Yes   |_| No


(3) Is it  anticipated  that any  significant  change in results of operations
    for the corresponding period for the last fiscal year will be reflected by
    the earnings  statements  to be included in the subject  report or portion

                                                                |X| Yes   |_| No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

     This  Notification of Late Filing on Form 12b-25 contains  statements which
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended,  and Section 21E of the Securities  Exchange
Act of 1934, as amended. These statements include comments regarding the intent,
belief  or  current  expectations  of  STAAR  and  its  management.   The  words
"anticipates,"  "expects,"  "intends,"  "plans,"  variations thereof and similar
expressions  are intended to identify  forward-looking  statements.  Prospective
investors  are  cautioned  that  any  such  forward-looking  statements  are not
guarantees of future performance and involve risks and  uncertainties,  and that
actual results may differ materially from those projected in the forward-looking
statements.  These risks and uncertainties  include the timing and nature of the
determinations  to be made by  STAAR's  present  and  former  auditors,  and the
factors  discussed  in STAAR's  filings made with the  Securities  and  Exchange

     In addition to changes  resulting  from  operating  performance,  STAAR may
report  changes in its results of operations  for the quarter ended July 4, 2003
arising   from  non-cash  accounting  charges  based on  changes  in  accounting

     On May 30, 2003,  STAAR  terminated  its  engagement  of BDO  Seidman,  LLP
("BDO")  as its  independent  auditor.  BDO  had  served  as  STAAR's  principal
independent  accountants since 1993. On June 12, 2003, STAAR engaged McGladrey &
Pullen,  LLP  (McGladrey) as its principal  independent  accountant to audit the
Company's financial statements for the fiscal year ending January 2, 2004.

     McGladrey  has  recommended  that  management  re-evaluate  the  accounting
treatment of certain  promissory  notes  issued to STAAR by former  officers and
directors (the "Notes"). The Notes were issued to the Company as evidence of the
makers'  obligation  to pay for the  exercise  of stock  options.  Each Note was
secured  by a pledge of the stock  purchased  through  that  exercise.  With the
concurrence  of BDO, the Company has  accounted  for the Notes as  full-recourse

     Current management has aggressively  pursued collection of all indebtedness
under outstanding Notes. Approximately $5.2 million in original principal amount
of  Notes  has  been  paid  in  full,  and the  Company  expects  the  remaining
approximately  $2  million  owed to it on  outstanding  Notes to also be paid in
full.  However,  after reviewing certain events and actions,  including previous
management's   course  of  conduct  in   modifying   and  not   obtaining   full
collateralization  or collection  of certain of the Notes on their  original due
dates,  McGladrey  recommends  that the Notes be accounted  for as  non-recourse
notes, which may require a retroactive  change in accounting  treatment for some
or all of the Notes.

     As of the date of this Notification, STAAR is currently in discussions with
both McGladrey and BDO to obtain a consensus on proper accounting  treatment and
what corrective action, if any, is required.  Because a final  determination has
not been made,  STAAR cannot  provide an estimation of its results of operations
for the quarterly period ended July 4, 2003 with this Notification.


     STAAR's cash  position will not be affected if STAAR  re-characterizes  the
Notes as non-recourse obligations,  reverses its prior reserves and reclassifies
the accrued interest related to the Notes from income to equity.  However, those
changes would have the following  principal  effects on the Company's  financial

     o    The exercise of a stock option with a non-recourse  note is treated as
          a new or  continuation  of the existing option rather than a completed
          share  purchase  and,  depending  upon the terms of the Notes,  may be
          subject to variable  plan  accounting.  Accordingly,  if the Notes are
          determined  to be  non-recourse  notes,  the  Company  will  record  a
          compensation  charge  against  earnings  during each period in which a
          Note was  unpaid  and the value of the stock  purchased  with the Note
          exceeded the initial principal amount of the Note.

     o    Prior reserves established for the possibility of default on the Notes
          were recorded as charges against income in 2000 and 2001 totaling $3.6
          million.  No reserve  would have been  required  if the Notes had been
          accounted  for as  non-recourse.  As a  result,  income  may have been
          understated in 2000 and 2001 by the amount of such charges.

     o    Accrued  interest  payable on  certain  Notes was  recorded  as "other
          income" in the amount of $280,430 for the quarterly period ended April
          4, 2003.The accrued interest may instead have been more  appropriately
          recorded  as  additional  paid-in  capital  and,  if that is the case,
          income for the period was overstated by a like amount.

Management  expects to resolve these issues and to complete its Quarterly Report
on  Form  10-Q,  including  interim  financial  statements  reflecting  any  new
methodology  and prepared in accordance with Rule 10-01 of Regulation S-X, on or
before August 25, 2003.


                            STAAR SURGICAL COMPANY
               (Name of Registrant as Specified in its Charter)

has caused  this  notification  to be signed on its behalf by the  undersigned
thereunto duly authorized.

    Date:  August 19, 2003              By:   /s/ John Bily
                                              John Bily
                                              Chief Financial Officer