As filed with the Securities and Exchange Commission on December 12, 2003

                                                     Registration No. 333-104643

                                  UNITED STATES

                             Washington, D.C. 20549

                        POST-EFFECTIVE AMENDMENT NO. 1 TO

                                    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                 (I.R.S. Employer
     incorporation or organization                 Identification No.)

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

                            (Full title of the plan)
                                    John Bily
                             Chief Financial Officer
                             STAAR Surgical Company
                               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)

                                    Copy to:
                            Charles S. Kaufman, Esq.
                   Sheppard, Mullin, Richter & Hampton LLP
                        333 South Hope Street, 48th Floor
                          Los Angeles, California 90071
                                 (213) 620-1780

      This Post-Effective  Amendment No. 1 is being filed to de-register 200,000
shares of Common  Stock of STAAR  Surgical  Company  (the  "Registrant").  These
shares were originally registered under the Registration  Statement on Form S-8,
Registration No. 333-104643,  for purchase under the 1995 STAAR Surgical Company
Consultant Stock Plan. The Plan has been terminated,  and all rights to purchase
shares  under the Plan have  been  exercised  or have  expired.  The  Registrant
intends to carry forward the 200,000  deregistered  shares to a new Registration
Statement on Form S-8 covering a separate benefit plan of the Registrant.



      Pursuant  to  the  requirements  of the  Securities  Act,  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 December 12, 2003.

                            STAAR SURGICAL COMPANY

                            By:  /s/ David Bailey
                                 David Bailey
                                 President, Chief Executive Officer, Chairman
                                 and Director (Principal Executive Officer)

            Pursuant  to  the   requirements   of  the   Securities   Act,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

            Signature                        Title                   Date
            ---------                        -----                   ----

/s/ David Bailey                  President, Chief Executive  December 12, 2003
------------------------------    Officer, Chairman and
David Bailey                      Director (Principal
                                  Executive Officer)

/s/ John Bily                     Chief Financial Officer     December 12, 2003
------------------------------    and Chief Accounting
John Bily                         Officer (Principal
                                  Financial and Accounting

/s/ Donald Duffy                  Director                    December 12, 2003
Donald Duffy

/s/ Dr. Volker D. Anhaeusser      Director                    December 12, 2003
Dr. Volker D. Anhaeusser

/s/ John R. Gilbert               Director                    December 12, 2003
John R. Gilbert

/s/ David Morrison                Director                    December 12, 2003
David Morrison