Washington, D.C. 20549

                                  FORM 8-K/A

                               Amendment No. 2

                                CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): August 22, 2003

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

              Delaware                  0-11634                  95-3797439
 (State or other jurisdiction)   (Commission File Number)     (I.R.S. Employer
of incorporation or organization)                            Identification No.)

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

                                (626) 303-7902
             (Registrant's telephone number, including area code)

Item 4.  Changes in Registrant's Certifying Accountant

      STAAR  Surgical  Company  ("STAAR")  filed a Current Report on Form 8-K on
August 25, 2003 (the  "Report")  regarding its change in  certifying  accountant
from  McGladrey  &  Pullen,  LLP  ("McGladrey")  to BDO  Seidman,  LLP  ("BDO"),
effective August 22, 2003. BDO had been STAAR's principal independent accountant
between 1993 and May 30, 2003.

      During  the  period  of  McGladrey's  engagement,  a  disagreement  as  to
accounting  principles and financial statement disclosure arose among McGladrey,
STAAR and BDO,  which  disagreement  was not  resolved  to the  satisfaction  of
McGladrey.  The disagreement concerned the treatment of certain promissory notes
of former  officers and  directors  (the  "Notes")  that were issued to STAAR in
connection  with the  exercise  of stock  options,  and which  STAAR has  always
accounted for as  full-recourse  notes. The disagreement was described in detail
in the  Report,  and in the  letter  from  McGladrey  filed as  Exhibit  16.1 to
Amendment No. 1 to the Report.

      On  September  12,  2003,  STAAR  submitted a request for  guidance to the
Office of the Chief Accountant of the Securities and Exchange Commission ("OCA")
as to the  appropriateness  of  STAAR's  continuing  its  historical  accounting
treatment of the Notes.

      After several  conferences with STAAR,  BDO and McGladrey,  on October 29,
2003 OCA gave STAAR guidance on certain  individual  issues,  but informed STAAR
that it considered the appropriate  overall  treatment of the Notes to be highly
dependent on the specific facts and  circumstances  and,  accordingly,  believed
that STAAR and its  independent  auditors are in the best  position to determine
the appropriate accounting treatment.  OCA advised STAAR that management and its
independent auditors should consider, among other things, the following:

      o the form of the Notes when issued;

      o any extensions of the term of the Notes;

      o any "forgiveness" of the Notes or interest thereon, and

      o the lack of accrual of interest income.

      The guidance on individual issues included the following:

      o OCA  would  not  object  to the  Company's  conclusion  that the lack of
        recovery  of all the  principle  and  interest  on certain  Notes due to
        bankruptcy is not a forgiveness.

      o OCA would not object to the  theory  that the  "forgiveness"  of certain
        interest  amounts  on  Notes  that  were  repaid  early  is  not a  true
        forgiveness  as  contemplated  by EITF 0023  Issue 50 if,  in fact,  the
        Company  received  fair  value  equal to the  interest  forgiven  in the
        exchange.  However,  the  determination of whether the amounts exchanged
        were  fair  value is an audit  determination  that the  Company  and its
        auditors must make.


      o With  respect to certain  Notes that the  borrower  repaid with stock in
        settlement of litigation,  OCA would not object to the  conclusion  that
        the Notes were not forgiven,  provided STAAR and its auditors  concluded
        that the amount of interest forgone on the Notes was equal to the amount
        STAAR  believed  would  otherwise  be paid in cash for a  settlement  or

      STAAR and BDO have  reviewed the facts and  circumstances  of the Notes in
light of OCA's statements, and have determined that the Notes were accounted for
appropriately,  except  with regard to interest  income as noted  below,  and no
other adjustments to historical financial statements will be required.

      During  the  course  of these  discussions  with OCA,  it was  noted  that
interest  income on the Notes was  recorded  on a cash basis  rather than on the
accrual basis required by generally accepted  accounting  principles (GAAP). The
Company has  determined  that this is an  accounting  error  which will  require
restatement  of its financial  statements for the years ended December 29, 2000,
December 28, 2001,  and January 3, 2003,  the first quarter ended April 4, 2003,
and the second  quarter  ended  July 4, 2003.

      The effect of the restatements  will be to increase  (decrease) net income
and earnings per share in each of the periods as follows:

                              Three Months Ended                                  Year Ended
                        -------------------------------     --------------------------------------------------------
                          July 4,           April 4,         January 3,         December 28,         December 29,
                            2003              2003              2003                2001                 2000
                        -------------     -------------     --------------    -----------------    -----------------
 Net income              $(53,104)        $(211,065)          $379,906           $(166,862)           $(290,332)
 Earnings per share        $(0.00)           $(0.01)             $0.02              $(0.01)              $(0.02)

      The  Company  will also  record an  adjustment  of  $708,964  to  increase
retained  earnings at December 31, 1999 for  unaccrued  interest  income for the
years 1991-1999. While the adjustments impact components of stockholders' equity
(retained  earnings  and notes  receivable  from  officers and  directors),  the
adjustments  have no impact on total  stockholders'  equity.  These estimates of
management have not been audited by BDO, and are subject to change.

      This   Report   on  Form  8-K   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  possibility  of  adjustments  to STAAR's
historical  financial  reports  and  the  magnitude  of  those  adjustments,  if
required,  and the factors  discussed in STAAR's other  documents filed with the
Securities and Exchange Commission.

Item 7.  Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.


(c) Exhibits. The following is a list of exhibits filed as a part of this

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

        *16.1       Letter of McGladrey & Pullen, LLP regarding change in
                    independent auditors.

*Previously filed.


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                         STAAR SURGICAL COMPANY

Date: November 5, 2003                   By: /s/ John Bily
                                             John Bily
                                             Chief Financial Officer