



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             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): March 26, 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)



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Item 5.  Other Events and Regulation FD Disclosure

    Second Amended and Restated Revolving Line of Credit between the Company
                              and Wells Fargo Bank


         On March 26, 2003, the Company  and Wells Fargo Bank  executed a Second
Amended and Restated  Revolving Line of Credit Agreement to, among other things,
extend the maturity  date of the  Company's  $3.0 million line of credit for one
year to March 31, 2004.  The line of credit,  which has borne interest at a rate
equal to the prime rate plus a variable  interest margin determined on the basis
of the  Company's  EBITDA,  will bear interest at a rate equal to the prime rate
(4.25% at March 27,  2003)  plus an  interest  margin  of 5%. In  addition,  the
Company is  required  to pay a  commitment  fee of 1.25% per annum on the unused
amount of the line of  credit.  All other  terms and  conditions  are  generally
unchanged,  except  that the cash flow and  operating  income  covenants  of the
agreement are suspended until the third quarter of 2003 and the minimum tangible
net worth  covenant  was  reduced  from  $24.0  million  to $13.5  million.  The
Company's  obligation to Wells Fargo Bank is secured by a first priority lien on
substantially  all of the  Company's  assets.  A copy of the Second  Amended and
Restated  Revolving  Line of Credit  Agreement  is  attached  to this  Report as
Exhibit 10.1, and a copy of the related  Second  Amended and Restated  Revolving
Line of Credit Note is attached to this Report as Exhibit 10.2, each of which is
incorporated herein by this reference.

Item 7.  Financial Statements and Exhibits

         (c)  Exhibits:

         10.01    Second  Amended and Restated  Revolving Line of Credit between
                  the Company and Wells Fargo Bank, dated March 26, 2003.*

         10.2     Second Amended and Restated Revolving Line of Credit Note,
                  dated March 26, 2003.

         99.1     Press release dated March 28, 2003, entitled "STAAR Surgical
                  Company Renews Revolving Line of Credit."

*   All schedules and or exhibits  have been  omitted.  Any omitted  schedule or
    exhibit  will be furnished  supplementally  to the  Securities  and Exchange
    Commission upon request.


Item 9.  Regulation FD Disclosure

         On March 27, 2003, the Company published a press release concerning the
Second Amended and Restated Revolving Line of Credit Agreement.  The text of the
press  release is attached to this Report as Exhibit 99.1,  and is  incorporated
herein by this reference.


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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.

Date:  March 28, 2003                   STAAR SURGICAL COMPANY

                                        By:   /s/  John Bily
                                            ____________________________________
                                              John Bily
                                              Chief Financial Officer








































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