Washington, D.C. 20549

                                    FORM 8-K

                                 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

         (a) On August 22, 2003,  STAAR  Surgical  Company  ("STAAR")  dismissed
McGladrey & Pullen, LLP ("McGladrey"), its principal independent accountant. The
decision to dismiss  McGladrey  was made by the Audit  Committee of the Board of
Directors of STAAR.

         McGladrey was engaged as STAAR's  principal  independent  accountant on
June 6, 2003, and during its engagement McGladrey has not issued a report on the
financial statements of STAAR.

         During  the  period of  McGladrey's  engagement  a  disagreement  as to
accounting  principles and financial statement disclosure arose among McGladrey,
STAAR and STAAR's previous auditor, BDO Seidman, LLP ("BDO"), which disagreement
was  not  resolved  to the  satisfaction  of  McGladrey.  BDO had  been  STAAR's
principal independent accountant between 1993 and May 30, 2003.

         On July 29, 2002,  McGladrey  informed the Audit Committee of the Board
of Directors of STAAR that McGladrey had been reviewing certain promissory notes
of  former  officers  and  directors  (the  "Notes"),  which  had been  given in
connection  with the  exercise of stock  options.  McGladrey  informed the Audit
Committee  that  based on a review  of the  relevant  facts  and  circumstances,
McGladrey  had  reached  a  preliminary  conclusion  that the  Notes,  which had
historically been accounted for as full recourse notes, should instead have been
accounted for as non-recourse notes. McGladrey confirmed its conclusion to STAAR
on August 13, 2003,  and informed BDO in writing of its conclusion on August 14,
2003.  The  determination  that the Notes were  non-recourse  obligations  would
effectively  result in the  awards  exercised  with the Notes  continuing  to be
accounted for as stock options rather than completed stock purchases. Because of
the underlying  terms of the initial awards and subsequent  modifications to the
Notes, McGladrey further believes that the awards related to the Notes should be
accounted for under variable plan accounting.  Accordingly,  McGladrey  believes
that the  financial  statements  previously  audited by BDO as of and for fiscal
years 2002,  2001 and 2000 may have been  misstated and that  accounting for the
awards would require adjustment to those financial statements.

         On August  21,  2003,  BDO  completed  an  analysis  of the  accounting
treatment of the Notes. BDO informed STAAR and McGladrey that it had no basis to
conclude  that  STAAR's  historical  treatment  of the  Notes  as full  recourse
obligations was incorrect and that a restatement  based on a change in character
of the Notes and  variable  plan  accounting  for the  related  awards  would be
incorrect.  On August 21, 2003,  McGladrey  re-confirmed its conclusion that the
Notes should be re-characterized as non-recourse  obligations,  that the related
awards were subject to variable plan accounting,  and that restatements would be

         After  considering  the  information  and  analyses  of the two  firms,
STAAR's  management  determined  that its historical  treatment of the Notes was
correct, basing its decision on a number of factors, including the following:

         o    Management  believes  that the Notes had always  been  regarded as
              full  recourse  obligations  and that they had been  accounted for
              according  to their  substance.  Prior  legal  counsel had advised
              management  that both  STAAR's  option plan and Delaware law would
              not permit the exercise of options for non-recourse notes.

         o    Former  management and present  management have collected the full
              principal amount of mature Notes. Even in circumstances  that made
              collection  difficult, such as bankruptcy or  litigation,  current
              management has realized the full principal  amount of $5.4 million
              of  Notes  (paid  in cash  or by  surrender  of  stock)  from  the
              approximately $7.4 million owed at the time it assumed authority.


         o    McGladrey was reluctant to identify the single specific triggering
              point or event which caused the  character of the Notes to change,
              and  in  the  opinion  of  management  the  conclusions  that  led
              McGladrey to determine  that the Notes should be accounted  for as
              non-recourse notes were subjective.

         o    BDO afforded  management  direct access to a technical team in its
              national office with specific  expertise in the area of accounting
              for compensation arrangements to review all of the pertinent facts
              surrounding the Notes.

         o    BDO's   technical   team  reached   definitive   conclusion   that
              management's  characterization  of  the  Notes  as  full  recourse
              obligations had not been  contradicted by facts or  circumstances,
              and that as a result variable plan accounting was not required and
              a restatement of the historic financial statements would be wrong.

         On August 22, 2003,  the Audit  Committee  accepted the  conclusions of
management,  dismissed  McGladrey  and  re-engaged  BDO to review its  financial
statements  for the  quarter  ended  July 4,  2003.  The  Audit  Committee  also
determined  that  STAAR  should  seek the  guidance  of the  Office of the Chief
Accountant  of the SEC's  Division  of  Corporation  Finance as soon as possible
regarding  the  subject  matter of the  disagreement  and should be  prepared to
promptly make any restatements or adjustments required by such guidance.

         If  required,   the  characterization  of  the  Notes  as  non-recourse
obligations  and the  application  of variable  plan  accounting  to the related
awards would have a material effect on STAAR's reported  financial  position and
results of operations  during recent periods.  The adjustments  would not affect
STAAR's cash  position or  operations,  but would have the  following  principal
effects on the Company's financial statements:

         o    The exercise of a stock option with a non-recourse note is treated
              as the grant of a new option or the  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,  the Company would 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
              would have been understated in 2000 and 2001 by the amount of such

         o    Certain amounts  recorded as retained  earnings on STAAR's balance
              sheet would be re-classified as paid-in capital.

         o    STAAR  reported  accrued  interest  receivable on certain Notes as
              "other income" in the amount of $280,430 for the quarterly  period
              ended April 4, 2003, and included  $40,876 in accrued  interest in
              the net income  announced for the  quarterly  period ended July 4,
              2003.  The accrued  interest  would  instead have been recorded as
              additional  paid-in  capital and income for the period  would have
              been reduced by a like amount. Similar adjustments might have been
              necessary for other periods.


STAAR estimates the cumulative  effect of these changes would have been non-cash
charges and credits against income as follows:

                                               Pro Forma Estimated Compensation Expense
                                                         (In Thousands)
                          Through                 Fiscal Year Ending                            Quarterly Period Ending      Total
                         January 2   January 1,  December     December    December     January 3,    April 4,    July 4,  Cumulative
Period                     1998        1999      31, 1999    29, 2000    28, 2001        2003         2003       2003       Effect
------                     ----        ----      --------    --------    --------        ----         ----       ----       ------
Estimated increase
  (decrease) in net      $(29,099)   $17,507     $(4,437)     $(4,966)    $18,700         $97        $(1,391)    $(7,652)  $(11,241)
  income                                                                                                                   =========

         These  estimates of the effect on net income have not been  reviewed by
either McGladrey or BDO, and are the estimates of STAAR management.  If STAAR is
required to adopt the  accounting  principles  recommended  by McGladrey,  these
estimates  will be  reviewed  by STAAR's  independent  accountants,  which could
result in material changes to the estimated amounts.

         The  disagreement  between  STAAR and  McGladrey  regarding  accounting
treatment of the Notes has not been  resolved to the  satisfaction  of McGladrey
and is the type of disagreement  described in Item  304(a)(1)(iv)  of Regulation
S-K.  STAAR has  authorized  McGladrey  to  respond  fully to  inquiries  of BDO
concerning the subject matter of the disagreement.

         STAAR has provided  McGladrey with a copy of the above  disclosures and
requested that McGladrey furnish STAAR with a letter addressed to the Securities
and  Exchange  Commission  stating  whether  McGladrey  agrees  with  the  above
statements and, if not,  stating the respects in which it does not agree. A copy
of the letter from McGladrey will be provided as Exhibit 16.1 to an amendment to
this report.

(b)  On  August  22,  2003,  STAAR  engaged  BDO as  its  principal  independent
accountant.  The decision to re-engage BDO was made by the Audit  Committee upon
the recommendation of management.

         During the two most  recent  fiscal  years and the  subsequent  interim
period  prior to the  re-engagement  BDO,  the  only  matter  set  forth in Item
304(a)(2)(i)-(ii) of Regulation S-K on which STAAR has consulted with BDO is the
disagreement  with McGladrey  concerning the accounting  treatment of the Notes,
which is described above.

         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.

*To be filed by amendment.



         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:    August 25, 2003                    By:  /s/ John Bily
                                                 John Bily
                                                 Chief Financial Officer