UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -------------

                                    FORM 10-Q

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                 For the quarterly period ended: March 29, 2002

                                       OR

     [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         Commission file number: 0-11634

                             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)

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

                                       N/A
   (Former name, former address and former fiscal year, if changed since last
                                     report)

                                  -------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the registrant was
     required to file such reports) and (2) has been subject to such filing
               requirements for the past 90 days. YES [X] NO [_]

    The Registrant has 17,162,891 shares of common stock, par value $0.01 per
              share, issued and outstanding as of May 3, 2002.

        Total number of sequentially numbered pages in this document: 12



                             STAAR SURGICAL COMPANY

                                      INDEX



                                                                                                  PAGE
PART I                                                                                           NUMBER
                                                                                              
Item 1 - Financial Information

     Condensed Consolidated Balance Sheets - March 29, 2002 and
         December 28, 2001                                                                         1

     Condensed Consolidated Statements of Operations - Three Months Ended
         March 29, 2002 and March 30, 2001                                                         2

     Condensed Consolidated Statements of Cash Flows - Three Months Ended
         March 29, 2002 and March 30, 2001                                                         3

     Notes to the Condensed Consolidated Financial Statements                                      4

Item 2 - Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                                     8


PART II

Item 1 - Legal Proceedings                                                                        11

Item 2 - Changes in Securities and Use of Proceeds                                                11

Item 3 - Defaults Upon Senior Securities                                                          11

Item 4 - Submission of Matters to a Vote of Security Holders                                      11

Item 5 - Other Information                                                                        11

Item 6 - Exhibits and Reports on Form 8-K                                                         11

Signature Page                                                                                    12




                             STAAR SURGICAL COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (In thousands, except par value)



                                                                                   March 29,        December 28,
                           ASSETS                                                     2002             2001
                                                                                 -------------      ------------
                                                                                  (Unaudited)
                                                                                                
Current assets:
     Cash and cash equivalents                                                     $    764           $    853
     Restricted cash                                                                  2,000              2,000
     Accounts receivable, net                                                         7,633              7,903
     Other receivables                                                                2,025              2,041
     Inventories                                                                     13,981             15,231
     Prepaids, deposits, and other current assets                                     2,753              2,470
     Deferred income tax, current                                                     5,304              5,304
                                                                                   --------           --------
          Total current assets                                                       34,460             35,802
                                                                                   --------           --------
Investment in joint venture                                                             478                466
Property, plant and equipment, net                                                    8,386              8,742
Patents and licenses, net                                                             9,669              9,896
Goodwill, net                                                                         5,985              5,985
Deferred income tax, non-current                                                      3,982              3,982
Other assets                                                                            982                932
                                                                                   --------           --------
         Total assets                                                              $ 63,942           $ 65,805
                                                                                   ========           ========

            LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Notes payable                                                                 $  7,769           $  8,216
     Accounts payable                                                                 5,378              5,593
     Other current liabilities                                                        4,478              4,852
                                                                                   --------           --------
          Total current liabilities                                                  17,625             18,661

Other long-term liabilities                                                             274                316
                                                                                   --------           --------
          Total liabilities                                                          17,899             18,977
                                                                                   --------           --------
Minority interest                                                                       429                382
                                                                                   --------           --------
Stockholders' equity:
     Common stock, $.01 par value; 30,000 shares authorized; issued and
     outstanding 17,163 at March 29, 2002 and 17,158, at December 28, 2001
                                                                                        172                172
     Capital in excess of par value                                                  75,630             75,573
     Accumulated other comprehensive income                                          (1,620)            (1,728)
     Accumulated deficit                                                            (25,260)           (24,263)
                                                                                   --------           --------
                                                                                     48,922             49,754
     Notes receivable from officers and directors                                    (3,308)            (3,308)
                                                                                   --------           --------
          Total stockholders' equity                                                 45,614             46,446
                                                                                   --------           --------
          Total liabilities and stockholders' equity                               $ 63,942           $ 65,805
                                                                                   ========           ========



Note: The amounts presented in the December 28, 2001 balance sheet are derived
from the audited financial statements for the year ended December 28, 2001. See
accompanying notes to the condensed consolidated financial statements.

                                        1



                             STAAR SURGICAL COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)



                                                                      Three Months Ended
                                                             March 29,                 March 30,
                                                                2002                     2001
                                                            -----------               ----------
                                                                                
Sales                                                          $ 11,631                 $ 12,903
Royalty and other income                                            100                       98
                                                               --------                 --------
     Total revenues                                              11,731                   13,001
                                                               --------                 --------

Cost of sales                                                     6,019                    5,179
                                                               --------                 --------

     Gross profit                                                 5,712                    7,822
                                                               --------                 --------

Selling, general, and administrative expenses:

  General and administrative                                      2,402                    2,259
  Marketing and selling                                           4,002                    5,091
  Research and development                                        1,076                      818
                                                               --------                 --------
     Total selling, general, and administrative
     expenses                                                     7,480                    8,168
                                                               --------                 --------

     Operating loss                                              (1,768)                    (346)
                                                               --------                 --------

Other income (expense):

  Equity in earnings of joint venture                                12                       --
  Interest income                                                    18                       67
  Interest expense                                                 (127)                    (207)
  Other income (expense)                                            (23)                      34
                                                               --------                 --------
     Total other expense, net                                      (120)                    (106)
                                                               --------                 --------

Loss before income taxes and minority interest                   (1,888)                    (452)


Income tax benefit                                                 (932)                    (266)


Minority interest                                                    41                       44
                                                               --------                 --------

Net loss                                                       $   (997)                $   (230)
                                                               ========                 ========

Net loss per share                                             $   (.06)                $   (.01)
                                                               ========                 ========

Weighted average shares outstanding                              17,159                   16,953
                                                               ========                 ========




   See accompanying notes to the condensed consolidated financial statements.

                                        2



                             STAAR SURGICAL COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)



                                                                            March 29,          March 30,
                                                                              2002               2001
                                                                            ---------          ---------
                                                                                         
Cash flows from operating activities:
   Net loss                                                                  $  (997)           $  (230)
   Adjustments to reconcile net loss to net cash provided by (used in)
   operating activities:
     Depreciation of property and equipment                                      521                555
     Amortization of intangibles                                                 227                290
     Equity in earnings of joint venture                                         (12)                --
     Deferred revenue                                                             --                710
     Deferred income taxes                                                        --               (420)
     Stock-based compensation expense                                             51                 --
     Minority interest                                                            47                 44
   Changes in working capital:
     Accounts receivable                                                         270               (135)
     Other receivable                                                             16                 --
     Inventories                                                               1,250             (1,733)
     Prepaids, deposits, and other current assets                               (283)               (45)
     Accounts payable                                                           (215)                (6)
     Other current liabilities                                                  (374)            (1,317)
                                                                             -------            -------
       Net cash provided by (used in) operating activities
                                                                                 501             (2,287)
                                                                             -------            -------

Cash flows from investing activities:
   Acquisition of property and equipment                                        (165)              (129)
   Increase in patents and licenses                                               --                (51)
   Increase in other assets                                                      (50)              (126)
   Proceeds from notes receivable and other                                       --                321
                                                                             -------            -------
       Net cash provided by (used in) investing activities                      (215)                15
                                                                             -------            -------

Cash flows from financing activities:
   Increase (decrease) in borrowings under notes payable                        (489)               518
   Proceeds from stock options                                                     6                 31
                                                                             -------            -------
       Net cash provided by (used in) financing activities                      (483)               549
                                                                             -------            -------

Effect of exchange rate changes on cash and cash equivalents                     108               (337)
                                                                             -------            -------

Decrease in cash and cash equivalents                                            (89)            (2,060)
Cash and cash equivalents, at the beginning of the year                          853              6,087
                                                                             -------            -------
Cash and cash equivalents, at the end of the year                            $   764            $ 4,027
                                                                             =======            =======


   See accompanying notes to the condensed consolidated financial statements.

                                        3



                             STAAR SURGICAL COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (In thousands)
                                 March 29, 2002

1.   Basis of Presentation

     The accompanying consolidated financial statements include the accounts of
the Company, its wholly and its majority owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Assets and liabilities of foreign subsidiaries are translated at rates of
exchange in effect at the close of the period. Revenues and expenses are
translated at the weighted average of exchange rates in effect during the
period. The resulting translation gains and losses are deferred and are shown as
a separate component of stockholders' equity as accumulated other comprehensive
income. During the three-months ended March 29, 2002 and March 30, 2001, the net
foreign translation gain (loss) was $108 and ($337). Net foreign currency
transaction gain (loss) for the three months ended March 29, 2002 and March 30,
2001 was ($3) and $92.

     Investment in the Japanese joint venture is accounted for using the equity
method of accounting except for the nine-months ended September 29, 2001 and the
year ended December 28, 2000 when the investment was written off and earnings
were recognized on a cash basis.

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
the information and footnotes required by generally accepted accounting
principles for complete financial statements. The financial statements for the
three months ended March 29, 2002 and March 30, 2001, in the opinion of
management, include all adjustments consisting only of normal recurring
adjustments, necessary for a fair presentation of the financial condition and
results of operations. These financial statements should be read in conjunction
with the audited financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 28, 2001. The
results of operations for the three months ended March 29, 2002 and March 30,
2001 are not necessarily indicative of the results to be expected for any other
interim period or the entire year.

     Each of the Company's reporting periods ends on the Friday nearest to the
quarter ending date.

2.   Geographic and Product Data

       The Company develops, manufactures and distributes medical devices used
in minimally invasive ophthalmic surgery. Substantially all of the Company's
revenues result from the sale of the Company's medical devices. The Company
distributes its medical devices in the cataract, refractive and glaucoma
segments within ophthalmology. During the periods presented, revenues from the
refractive and glaucoma segments were less than 10% of total revenue.
Accordingly, there is not enough difference for the Company to account for these
products separately or to justify segmented reporting by product type.

                                        4



     The Company markets its products in over 40 countries and has manufacturing
sites in the United States and Switzerland. Other than the United States and
Germany, the Company does not conduct business in any country in which its sales
in that country exceed 5% of consolidated sales. Sales are attributed to
countries based on the location of customers. The composition of the Company's
sales to unaffiliated customers between those in the United States, Germany, and
those in other locations for each period is set forth below.

                                                Three Months Ended
                                             March 29,     March 30,
                                               2002          2001
                                             ---------     ---------

          Sales to unaffiliated customers
          United States                       $  6,252      $  6,906
          Germany                                3,692         3,761
          Other                                  1,687         2,236
                                             ---------     ---------

          Total                               $ 11,631      $ 12,903
                                             =========     =========


    The Company sells its products internationally. International transactions
subject the Company to several potential risks, including fluctuating exchange
rates (to the extent the Company's transactions are not in U.S. dollars),
regulation of fund transfers by foreign governments, United States and foreign
export and import duties and tariffs and possible political instability.

3.  Inventories

    Inventories are valued at the lower of cost (first-in, first-out) or market
(net realizable value) and consisted of the following at March 29, 2002 and
December 28, 2001:

                                             March 29,     December 28,
                                               2002           2001
                                             ---------     ----------

          Raw materials and purchased parts   $  1,502      $  1,610
          Work in process                        2,959         3,252
          Finished goods                         9,520        10,369
                                             ---------     ---------
                                              $ 13,981      $ 15,231
                                             =========     =========


4.  Notes Payable

     On March 29, 2002 the Company's line of credit was amended. The amended
terms extend the maturity date to March 31, 2003, provide as additional
collateral 66% of the common stock of STAAR Surgical AG and 100% of the
Company's interest in Circuit Tree Medical, Inc. Additionally, the bank, at its
option, may request collateral in the form of the Company's interest in its
subsidiaries in Australia and Canada. The interest rate is prime plus a spread
from 1% to 4% plus a commitment fee of .25% to 1% based on the Company's ratio
of funded debt to earnings before interest, taxes, depreciation, and
amortization (EBITDA) at each fiscal quarter on a trailing 12-month basis. The
agreement requires the Company to satisfy certain financial tests, which include
positive and negative covenants and also requires the maintenance of minimum
cash balances.

                                        5



5.   Reclassifications

     Certain reclassifications may have been made to the 2001 consolidated
financial statements to conform to the 2002 presentation.

6.   Contingencies

     The Company terminated its former President and Chief Executive Officer,
John R. Wolf, on May 30, 2000. Mr. Wolf filed an action against the Company
claiming that his termination was wrongful. Mr. Wolf also filed an action for
declaratory relief and injunctive relief relating to his attempt to exercise
stock options. The Company believes it has claims against Mr. Wolf relating to
loans made by the Company to him, and has filed an action against Mr. Wolf on
that basis. The Company's action also seeks a declaration that the Company had
cause to terminate Mr. Wolf's employment.

7.   Loss Per Share

     For the three months ended March 29, 2002 and March 30, 2001 0 and 5
warrants and 3,157 and 2,407 options to purchase shares of the Company's common
stock were outstanding. These potential common shares were excluded from the
computation of diluted earnings per share for both periods, because their
inclusion would have an antidilutive effect.

8.   New Accounting Pronouncements

     In June 2001, the FASB finalized FASB Statements No. 141, "Business
Combinations" (SFAS 141), and No. 142, "Goodwill and Other Intangible Assets"
(SFAS 142). SFAS 141 requires the use of the purchase method of accounting and
prohibits the use of the pooling-of-interests method of accounting for business
combinations initiated after June 30, 2001. SFAS 141 also requires the Company
to recognize acquired intangible assets apart from goodwill if they meet certain
criteria. SFAS 141 applies to all business combinations initiated after June 30,
2001 and for purchase business combinations completed on or after July 1, 2001.
It also requires, upon adoption of SFAS 142 that the Company reclassify the
carrying amounts of intangible assets and goodwill based on criteria in SFAS
141.

     SFAS 142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually. In
addition, SFAS 142 requires that the Company identify reporting units for the
purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. An intangible
asset with an indefinite useful life should be tested for impairment in
accordance with the guidance in SFAS 142.

     The Company has adopted SFAS 141 and 142 effective December 29, 2001 but
has not yet determined how this will impact its future financial position and
results of operations. Our previous business combinations were accounted for
using the purchase method and the Company has no intangible assets acquired in
connection with the business combinations that are required to be recognized
separately from goodwill. The Company ceased amortization of goodwill effective
as of December 29, 2001. As provided under SFAS 142, the initial testing of
goodwill for possible impairment will be completed within the first six months
of 2002 and final testing, if possible impairment has been identified, by the
end of the year. As of March 31, 2002, the net carrying amount of goodwill is
$5,985.

                                        6



     In accordance with SFAS 142, prior period amounts were not restated. The
March 29, 2002 net loss adjusted for the exclusion of amortization of goodwill
would have been $90 less than reported and there would have been no difference
in basic or diluted earnings per share.

     The Company also has other intangible assets, consisting of patents and
licenses, with a net carrying value of $9,669 as of March 29, 2002. The
estimated useful life of these intangible assets is based on legal and
contractual provisions that limit their useful lives.

     In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 requires the fair value of a liability for
an asset retirement obligation to be recognized in the period in which it is
incurred if a reasonable estimate of fair value can be made. The associated
retirement costs are capitalized as part of the carrying amount of the
long-lived asset. SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002. The Company believes the adoption of this statement will have no
material impact on its financial statements.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which supersedes SFAS
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets To Be Disposed Of". SFAS 144 addresses financial accounting and reporting
requirements for the impairment or disposal of long-lived assets. This statement
also expands the scope of a discontinued operation to include a component of an
entity, and eliminates the current exemption to consolidation when control over
a subsidiary is likely to be temporary. The provisions of this statement are
effective for fiscal years beginning after December 15, 2001, and interim
periods within those fiscal years, although early adoption is permitted. The
Company's adoption of SFAS 144 did not have a material impact on its financial
position and results of operations.

                                        7



PART 1 - ITEM 2

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Results of Operations

     The following table sets forth the percentage of total revenues represented
by certain items reflected in the Company's Statement of Operations for the
period indicated and the percentage increase or decrease in such items over the
prior period.

     In addition to historical information, this Quarterly Report contains
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is thus
prospective. The forward-looking statements contained herein are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those reflected in the forward-looking statements.

     Factors that might cause such a difference include, but are not limited to,
competitive pressures, changing economic conditions, those discussed in the
Section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations," and other factors, some of which will be outside the
control of the Company. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of
the date hereof. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof. Readers should refer to and carefully review the information in
future documents the Company files with the Securities and Exchange Commission.

                                          Percentage of Total        Percentage
                                             Revenues for            Change for
                                             Three Months           Three Months
                                         March           March          2002
                                           29,            30,            vs.
                                          2002           2001           2001
                                         ------         ------         ------

         Total Revenues                   100.0%         100.0%         (9.8)%
         Cost of Sales                     51.3           39.8          16.2
                                         ------         ------
         Gross Profit                      48.7           60.2         (27.0)
         Costs and Expenses:
           General and Administrative      20.5           17.4           6.3
           Marketing and Selling           34.1           39.2         (21.4)
           Research and Development         9.2            6.3          31.6
                                         ------         ------
           Total Costs and Expenses        63.8           62.9          (8.4)
         Operating Loss                   (15.1)          (2.7)        411.3
         Other Expense, Net                (1.0)          (0.8)         12.9
                                         ------         ------
         Loss Before Income Taxes         (16.1)          (3.5)        318.0
         Income Tax Benefit                (7.9)          (2.0)        250.6
         Minority Interest                  0.3             .3          (6.4)
                                         ------         ------
         Net Loss                          (8.5)%         (1.8)%       334.2%
                                         ======         ======

                                        8



Revenues

   Revenues for the three-month period ended March 29, 2002 were $11.7 million,
which is $1.3 million or 9.8% less than the $13.0 million in revenues for the
three-month period ended March 30, 2001. The decrease was due to decreased sales
of foreign subsidiaries that were closed in 2001, decreased average selling
prices of the Company's Elastic silicone IOL, and decreased units sales of the
Company's Elastimide silicone IOL and its Collamer IOL in the United States. The
decreases in U.S. sales were partly offset by increased sales of the AquaFlow
Glaucoma Device and STAARVISC II. Sales of the Company's Implantable Contact
Lens (ICL) increased due to the approval of the product for sale in Canada.

Cost of Sales

   Cost of sales increased to 51.3% of revenues for the three-months ended March
29, 2002 from 39.8% of revenues for the three-months ended March 30, 2001. The
increase as a percentage of revenues is due to decreased revenues and to the
higher unit costs of silicone IOLs as a result of lower production levels in
2001.

General & Administrative

   General and administrative expense increased approximately $143,000 to 20.5%
of revenues for the three-months ended March 29, 2002 from 17.4% of revenues for
the three-months ended March 30, 2001. The increase as a percent of revenues was
due primarily to lower overall revenues. Other reasons for the increase were
increased utility expenses, increased insurance costs, and increased
professional fees. Increases in general and administrative expenses were
partially offset by the elimination of goodwill amortization as a result of the
adoption of SFAS 142 during the quarter ended March 29, 2002. Goodwill
amortization for the three-months ended March 30, 2001 was approximately
$90,000.

Marketing and Selling

   Marketing and selling expense decreased approximately $1.1 million to 34.1%
of revenues for the three-months ended March 29, 2002 compared to 39.2% of
revenues for the three-months ended March 30, 2001. The decrease in marketing
and selling expense as a percentage of revenues was attributable to decreased
revenues, decreased costs associated with the release, in 2001, of the Sonic
WAVE Phacoemulsification System direct sales force, and the timing of certain
trade shows.

Research and Development

   Research and development expense for the first quarter ending March 29, 2002
increased approximately $258,000 to 9.2% of revenues compared to 6.3% of
revenues at March 30, 2001. The increase as a percent of revenues was due to
decreased revenues and to increased expenditures in the continued development
and improvement of the Sonic WAVE Phacoemulsification System.

                                        9



Other Expense, Net

     Other expense, net for the quarter ended March 29, 2002 was $120,000, or
1.0% of revenues, as compared to $106,000, or .8% of revenues, for the quarter
ended March 30, 2001. The increase as a percent of revenues was due to decreased
revenues.

Income Tax Benefit

     Legislation enacted March 9, 2002 (HR 3090), enables the Company to
carryback portions of its federal 2000 and 2001 losses to 1996, 1997 and 1998.
Consequently, the federal net operating loss carryforwards from 2000 and 2001
will be $910 and $10,775. These carrybacks will result in refunds of
approximately $959. During the quarter ended March 29, 2002, the Company
recorded an income tax benefit and an income tax refund receivable for the
carryback claim.

     Realization of deferred tax assets is dependent upon the Company's ability
to generate sufficient future taxable income. Management believes that it is
more likely than not that future taxable income will be sufficient to realize
the recorded deferred tax assets, net of the existing valuation allowance of
$4.3 million at March 29, 2002. Future taxable income is based on management's
forecast of the operating results of the Company and there can be no assurance
that such results will be achieved. Management continually reviews such
forecasts in comparison with actual results and expected trends. In the event
management determines that sufficient future taxable income may not be generated
to fully realize the net deferred tax assets, the Company will increase the
valuation allowance by a charge to income tax expense in the period of such
determination.

Liquidity and Capital Resources

     Cash and cash equivalents for the quarter ended March 29, 2002 decreased by
approximately $89,000 relative to the fiscal year ended December 28, 2001 and
were used to fund operations and pay down notes payable.

     During the quarter, inventories decreased by $1.3 million relative to the
fiscal year ended December 28, 2001. Inventories decreased due to better
inventory management and a continued emphasis on lowering overall inventory
quantities.

     On March 29, 2002 the Company's line of credit was amended. The amended
terms extend the maturity date to March 31, 2003, provide as additional
collateral 66% of the common stock of STAAR Surgical AG and 100% of the
Company's interest in Circuit Tree Medical, Inc. Additionally, the bank at its
option, may request collateral in the form of the Company's interest in its
subsidiaries in Australia and Canada. The interest rate is prime plus a spread
from 1% to 4% plus a commitment fee of .25% to 1% based on the Company's ratio
of funded debt to earnings before interest, taxes, depreciation, and
amortization (EBITDA) at each fiscal quarter on a trailing 12-month basis. The
agreement requires the Company to satisfy certain financial tests, which include
positive and negative covenants and also requires the maintenance of minimum
cash balances.

     As of March 29, 2002, the Company had a current ratio of 2.0:1, net working
capital of $16.8 million and net equity of $45.6 million compared to December
28, 2001 when the Company's current ratio was 1.9:1, its net working capital was
$17.1 million, and its net equity was $46.4 million.

     The Company expects to be profitable in the future and believes that cash
flow from operations and available credit facilities, together with its current
cash balances, will provide adequate economic resources to fund existing
operations.

     All sales by the Company are denominated in U.S. dollars or the currency of
the country of origin and, accordingly, the Company does not enter into hedging
transactions with regard to any foreign currencies. Currency fluctuations can,
however, increase the price of the Company's products to its foreign customers
which can adversely impact the level of the Company's export sales from time to
time. The majority of the Company's cash equivalents are bank accounts, and the
Company does not believe it has significant market risk exposure with regard to
its investments. We are also exposed to the impact of interest rate changes. For
example, based on average bank borrowings of $10 million during a three-month
period, if the interest rate indices on which our bank borrowing rates are
based were to increase 100 basis points in the three-month period, interest
incurred would increase and cash flow would decrease by $25,000.

                                       10



PART II - ITEM 1           LEGAL PROCEEDINGS

Not applicable

PART II - ITEM 2           CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable

PART II - ITEM 3           DEFAULTS UPON SENIOR SECURITIES

Not applicable

PART II - ITEM 4           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable

PART II - ITEM 5           OTHER INFORMATION

Not applicable

PART II - ITEM 6           EXHIBITS AND REPORTS ON FORM 8-K

3.1      Certificate of Incorporation, as amended(1)
3.2      By-laws, as amended(2)
4.5      Stockholders' Rights Plan, dated effective April 20, 1995(2)

___________________

     (1) Incorporated by reference from the Company's Annual Report on Form 10-K
         for the year ended December 31, 1999, as filed on March 28, 2000

     (2) Incorporated by reference from the Company's Annual Report on Form 10-K
         for the year ended December 29, 2000, as filed on March 29, 2001

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                                   SIGNATURES

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:  May 8, 2002                              by:      /s/ JOHN BILY
                                               ---------------------------------
                                                         John Bily
                                               Chief Financial Officer and
                                                 Duly Authorized Officer
                                             (Principal accounting and financial
                                                  Officer for the quarter)

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