
                                                                    Exhibit 99.2
                                                                    ------------


Transcription of STARR Surgical Company's May 1, 2003 Conference Call.

The information  furnished in this exhibit has been  transcribed  from the STAAR
Surgical  Company May 1, 2003  conference  call  concerning  first  quarter 2003
earnings.  Significant  errors,  omissions  and  inaccuracies  can  occur in the
transcription  process. This transcript derives from audio sources. The original
audio recording  should be considered the definitive  version of the information
provided in the  conference  call.  The call will be available for replay on the
STAAR  Surgical  Company  website until the company  releases its second quarter
financial results. Until that time, the call can be accessed at www.STAAR.com.

                         * * * * * * * * * * * * * *

Operator

Good afternoon. All sides are now on the conference line in a listen-only
mode. At this time, I'll turn the call over to your host, Mr. Doug Sherk.
Please go ahead.

Douglas Sherk  - EVC Group - Investor Relations Counsel to STAAR

Thanks, operator and good afternoon everyone. This is Doug Sherk with EVC Group,
Investor  Relations Counsel to STAAR Surgical Company.  Thank you for joining us
this  afternoon for the STAAR  Surgical  conference  call web cast to review the
financial  results for the first  quarter that ended April 4, 2003.  If you have
not  received a copy of the results news release that was issued at market close
today and would like one, please call our office at  415-659-2285  and we'll get
one to you immediately.

Additionally,  we have  arranged for a taped  replay of this call,  which may be
accessed by phone. This replay will take effect approximately one hour after the
call's conclusion and remain in effect through tomorrow night,  Friday, May 2nd,
9:00 PM EDT.  The dial in number to access  the  replay is  888-567-0671  or for
international callers,  402-530-0413.  In addition, this call is being web cast,
live,  with a replay also  available.  To access the web cast, go to STAAR's web
site at www.staar.com.  The web cast archive of the call will be available until
the Company releases its second quarter results.

Before we get started,  during the course of this  conference  call, the Company
will make  projections  or other  forward-looking  statements  regarding  future
events, including statements about its domestic sales, the planned submission of
its FDA filing for the implantable  contact lens and the Company's beliefs about
its revenues and earnings for the full year ending December 31, 2003.

We wish to caution you that such  statements  are just  predictions  and involve
risks and uncertainties.  Actual results may differ materially. Factors that may
affect  actually  results are  detailed in the  Company's  filings with the SEC,
including  its most  recent  filings  on Form 10-Q and 10-K.  In  addition,  the
factors underlying the Company's forecasts are dynamic and subject to change and
therefore  the  forecasts  are to be only as of the  date  they are  given.  The

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Company does not undertake to update them,  however they may choose from time to
time to update them and if they do so, they will  disseminate the updates to the
investing public.

Now I would  like turn the call over to David  Bailey,  President,  CEO of STAAR
Surgical Company.

David Bailey  - STAAR - Chairman, President, CEO

      Thanks Doug and good afternoon everyone.  Thank you for joining us for the
STAAR Surgical first quarter  conference  call.  With me today is John Bily, our
Chief Financial  Officer.  Today, I'm going to start off the call with an update
on our progress  during our first quarter with John then reviewing our financial
performance, after which we will be pleased to take questions.

      During Q1, total Product  Sales grew 10 percent to 12.8 million  versus Q1
'02,  thus   representing  our  second   consecutive   quarter  of  double-digit
year-on-year  sales  growth.  First  quarter  results  were  notably  driven  by
continued growth and improvement in our international sales, which accounted for
53 percent of total Company  revenues in Q1. The stand out item was a 35 percent
ICL  sales  growth  over  Q4  02.  We are  particularly  gratified  by  the  ICL
performance  in  international.  The roll-out has been highly  controlled  being
constrained,  as it has been, by our ability to fund surgeon  proctoring and the
need, especially in Europe, to essentially re-launch the ICL.

      Overall,  we were pleased with our  progress  during the quarter.  For the
fourth consecutive quarter, our gross margins improved, to 54.4 percent, and for
the third consecutive  quarter, we generated positive cash flow from operations.
Our net loss also decreased meaningfully to a loss of four cents per share.

      During the first quarter,  international  sales grew 30 percent versus the
same  period  in 2002 and by 2.5  percent  versus a strong  quarter  four  2002.
Although we saw healthy growth  throughout all  international  categories  there
were two key drivers;  ICL sales revenue was up 32 percent from 2002 levels.  We
believe that our  increased  efforts in Europe  coupled  with the new  approvals
opening up new markets helped generate this growth.  Second we saw strong growth
of our  surgical  pack  business  in Germany.  These  packs  contain a number of
distributed  products but create a platform for increased  sales of  proprietary
products going forward.

      Particularly  pleasing was the increase in gross margins on  international
sales  during the quarter  obviously  aided by product mix given the ICL growth.
International  gross margins were up 4.8 percent from the first quarter of 2002.
In Germany,  which is our biggest subsidiary,  we enjoyed sequential improvement
as margins grew by 8.4 percent from the fourth  quarter of 2002.  Germany  sales
were up 35 percent versus Q102 levels and also up by 14.2 percent over Q4.

      However,  on the domestic  front,  we faced another  challenging  quarter.
Sales in the US were down 8 percent from Q1 of 2002.  Although the  year-on-year
comparison is again  negative,  it does represent an improvement  from Q4, which
saw sales down 11 percent year over year.

      We believe that this reduced rate of decline, although modest, is a direct
result of the new  commission  structure  and other  sales  management  programs
implemented in 2002 and which have yet to show their full impact.


                                      -2-
<PAGE>

      In the US, where our business is as yet  overwhelmingly  dependent on IOLs
we were adversely  impacted by our loss of one piece silicone lens sales as this
segment further declined;  we also faced challenges with our injector system for
this particular lens. Our program to offset one-piece contraction by growing our
three-piece  silicone  market share is well underway.  In the first quarter,  we
introduced a new cartridge for our  three-piece  silicone  lens. We would expect
the  market's  acceptance  of our new system to allow us to gain  future  market
share in this segment.

      In our specialty lens segment, we were encouraged by the increase in units
shipped during the quarter; these lenses include Toric silicone and the Collamer
one-piece  lenses.  Both are unique to STAAR.  Unit volume in this sector was up
from the first quarter of 2002.

      We are  also  focused  on  growing  US  market  share  in the  three-piece
(non-silicone) specialty segment.  Developing a viable injection system for this
lens  has  been  a  challenge  but we  are  making  progress  and  have  planned
introductions  of a series of improved  injectors for this lens which we believe
will have a positive  impact on sales growth in the second half of the year.  At
the  ASCRS  the  news on this  proprietary  material  and its  superior  optical
properties  was very  positive.  We believe we can build on this and take market
share from the traditional acrylic lenses, which currently dominate the market.

      Despite the weak sales picture  Gross  Margins  within the US segment once
again  improved  during the  quarter  and were up 9.1  percent  versus the first
quarter of 2002 and almost one percentage  point versus the fourth  quarter.  We
believe that our gross profits are poised to increase  still further once we see
an improvement in US sales.

      During the quarter, we continued to stringently control expenses. Overall,
expenses were up slightly on fourth quarter  levels.  It should be noted however
that, as planned,  we continued to increase  spending in research,  development,
sales and marketing, while decreasing general and administrative expenses by 4.8
percent.

      Other positive developments on expenses were our recent announcements that
we have settled another piece of outstanding  litigation with a former member of
the Company's senior  management and also received the dismissal of a derivative
shareholder  lawsuit. The resolution of this litigation will allow us to benefit
from a future decrease in legal fees.

      Regarding the  dismissal,  we were  confident  from the beginning that the
suit had no merit, and we are very pleased with this outcome.  Over the last two
years new management has steadily and  systematically  resolved all  outstanding
litigation  at the  Company.  Quarter  one  represented  the final stage in that
process.  With the final piece of litigation  behind us we can focus  management
time and the company's resources on building future value.

      We have also continued to follow through on our commitment to shareholders
to collect all monies due to the  corporation.  Only this week we announced that
we had collected an $830,000 loan owed to STAAR by a former  corporate  officer.
This will  improve our cash  position in the second  quarter  and  eliminates  a
potential future liability.

      We have made significant  progress in growing our  international  business
and in  leveraging  our  cost  structure.  In  addition,  we  remain  cautiously
optimistic about our abilities to regain market share in the US IOL market. With

                                      -3-
<PAGE>


these  core  strategies  in place,  we have  begun to focus a great  deal of our
resources  on  what  we  believe  is  our  most  significant   long-term  growth
opportunity - the ICL.

      As we have said previously,  new product approvals remain critical to this
strategy.  Following the 2002 approvals of the ICL in Korea and the Toric ICL in
Europe, we are looking forward to further regulatory  approvals of the ICL, most
notably in respect of the US market.

      We  believe  we are on track  for this to happen  in a timely  manner.  We
reported on April 14th that one of our  clinical  investigators  presented  very
positive 3-year follow-up interim data on the ICL.

      This  occurred  during the April  meeting of the ASCRS,  when Dr.  Stephen
Slade,  one  of our  leading  investigators,  presented  very  positive  results
garnered from implantation of 369 eyes three years ago. John Vukich, our medical
monitor for the US clinical trial, commented on the three year data presented by
Dr Slade as  follows  "The ICL  offers a  dramatic  improvement  over  currently
available  procedures in terms of its safety  profile"  adding "The  implantable
contact lens offers a quality of vision that is extremely high".

      Among  other more  technical  results,  he found that 99.4  percent of all
patients were satisfied with their ICLs three years after implantation. Prior to
implantation of the ICL the mean level of myopia in the 369 eyes was minus 10.12
diopters.  In layman's terms, this would equal vision that is considered legally
blind or worse than 20/400. Dr. Slade reported that 95 percent of those patients
that were  predicted to have no necessary post  operative  correction  procedure
required had uncorrected visual acuities of 20/40 or better after  implantation.
57 percent of that same  patient  population  had  uncorrected  visual  acuities
following the ICL implant BETTER than their best corrected visual acuities prior
to the surgery.

      Complications  on this  surgery  remained  very  low and we are  extremely
encouraged by all of these results.

      In  addition  to  Dr.  Slade's  presentation,  there  were  17  scientific
presentations  about the ICL throughout  the  symposium.  The topics ranged from
favorable   comparisons   of  the  ICL  versus   LASIK  to   ten-year   European
post-operative  results.  The  European  ten-year  follow up study  continued to
support the safety and  efficacy of the lens even though these  earlier  designs
have since been improved  upon.  Other topics of  discussion  included the early
results of the US Toric ICL trial as well as ways to improve surgical technique.

      The ICL remains our most significant opportunity for long-term growth. Let
me just quickly recap the overall progress,  both internationally and in the US,
that has been made in its development.

      The first ICL was implanted in September of 1993

      The first ICL was implanted in the US clinical trial in March of 1997.

      The ICL was approved in Europe in August of 1997


                                      -4-
<PAGE>

      ICL was approved in Canada in July 2001

      The first Toric ICL implant in the US was in August of 2002

      The Toric ICL was approved in Europe in December of 2002

      We completed enrollment in the US FDA clinical trial for myopia in
October 1999

      We closed the three year data database for myopia in February 2003

      To date more than 30 thousand implants have been done worldwide.

      Internationally,  we have  continued  to sponsor new surgeon  training and
various proctoring activities designed to promote growth,  acceptance and use of
our ICLs.  Much of our recent  focus has been on  standardized  training  in all
countries  where  the  product  is  currently  marketed.  This  is a  tremendous
undertaking  for a company  the size of STAAR  but it is having a very  positive
impact even though cash  constraints have limited the pace at which new surgeons
can be trained and proctored to the high standards which STAAR demands.

      In addition to improved  training we also  improved  our overall  delivery
promise by assuring 24-hour delivery on the ICL and 60 day delivery on the Toric
ICL. These  improvements  have been made possible by the improved  efficiency in
our Swiss manufacturing facility.

      We currently  have new ICL  approvals  pending in Taiwan and Australia and
are working hard to gain extended  approvals for the Toric ICL in both Korea and
Canada.

      Our stated goal is for our international  refractive business to double in
2003 from 2002 levels.

      As  mentioned  just a moment  ago,  in January,  we  completed  the US FDA
clinical  trials,  thereby  closing the  database  for 3-year  follow-up.  After
compiling the necessary data tables for PMA  submission,  we met with the FDA on
April 9th for our  pre-submission  meeting.  Although the actual results of that
meeting  remain  confidential,  I can tell you that we remain  encouraged by our
progress toward US approval.

      Our  two-year  data was  excellent  with  results that support the safety,
efficacy  and  predictability  of ICL  implantation  to treat  moderate  to high
myopia.  The data we  presented  in San  Francisco  did  indeed  reinforce  this
conclusion  and will allow us to position the ICL as a viable - even  superior -
alternative  to LASIK in the  mild to  moderate  myopia  market  segment  with a
resultant  increase in potential  revenues for STAAR. Since the meeting with the
FDA on April 9th we have been working  diligently  to complete the file and I am
pleased to say it is in its final  stages and will be submitted in the very near
future to the FDA.

      In  addition,  our US Toric ICL study is also off to a good  start.  It is
important  to note that we  believe  STAAR is the only  company  in US  clinical
trials with a phakic implant to correct  astigmatism  along with myopia. We have
approx 54  participants  implanted  or with the lens  delivered  to the  surgery
center and awaiting  implantation.  We expect to complete patient  enrollment by


                                      -5-
<PAGE>

year-end  and to have  the  product  available  to the  market  one  year  after
anticipated ICL launch.

      Approval of the ICL in the US will allow us to pursue significant  revenue
opportunities.  We expect  to  launch a  dynamic,  focused  marketing  effort to
support  ICL within the US market.  This will  include a  standardized  training
program, as we have used in international,  along with the recruitment of direct
employee proctors to ensure the systematic training programs roll out as rapidly
as possible.

      Each of these  achievements  represents  yet another  step  forward in our
corporate  strategy  surrounding the ICL. It is our goal to establish the ICL as
the next paradigm  shift in refractive  surgery and the clinical  outcomes being
achieved for the product clearly  position us well to achieve this goal.  Having
an alternative  product  available  which can be used to treat the large patient
pool who, for various  reasons,  would  achieve less than optimal  outcomes with
LASIK will, we believe, be a compelling option for US surgeons and patients. For
example,  patients with dry-eye or thin corneas often have complications or less
than  desirable  outcomes from LASIK.  Even with the advent of custom  ablation,
which utilizes  wavefront  technology,  LASIK is still not an optimal option for
many of these  patients  or for those that have a  correction  beyond a moderate
level of  myopia.  Wavefront  laser  technology  is often  referred  to as being
`tissue  hungry' - simply put this means  that for a given  level of  correction
wavefront  will ablate or vaporize  more  corneal  tissue than a standard  laser
procedure.  For this  reason  wavefront  will not extend the range of  effective
LASIK, at best it will improve outcomes in the lower levels of myopia.

      Steve Slade summed up his feelings about the ICL at the investors  meeting
in San  Francisco by stating " If you are doing LASIK on an eye, it's a lot more
to the eye if you are  correcting  -10.0  compared to -5D.  With the ICL the eye
does not really care  because you are doing the exact same  surgery  whether you
are putting in a -3.0D ICL or a -23D" He added  "This is a  procedure  that will
only get  better  once it is in the hands of the  general  ophthalmic  community
where it gets refined and doctors get a better feel for it."

      Another compelling feature of the ICL is that it is removable.  Within the
clinical  trial some  surgeons  choose to remove the  initial  lens and insert a
replacement.  In these situations visual outcomes were not compromised and there
was no loss of  best-corrected  visual  acuity.  This can never be the case with
corneal-based laser corrections.  This ability to atraumatically remove the lens
becomes even more significant as we age and may have the need to treat cataracts
and other  age-associated  ocular  issues.  For  doctors,  there is also the low
economic barrier to entry. ICL does not require heavy investment in equipment or
supplies and it utilizes the surgical skills that most (ocular surgeons) already
have.

      These  are  just a few  examples  of why we  believe  the ICL will be well
positioned to enter the US market and expand its position internationally.  This
technology  is very  complementary  to existing  technology  and offers a viable
alterative to current treatments along with a number of unique benefits.

      In summary it has been a very  pleasing  quarter  for STAAR and one during
which we have had the opportunity to add significant shareholder value. We still
have much to do to fully  exploit  the true  potential  of the company but it is


                                      -6-
<PAGE>

pleasing to see the progress that has been made since our year-end  results were
announced.  Going forward I would like to reassure all of our stakeholders  that
the  management  team  remains  utterly   determined  to  address  any  and  all
outstanding issues in order to further enhance the value of your company.

      At this  time,  I would  like to turn the call over to John for a recap of
our financials.

John Bily - STAAR - CFO

      Thank you, David.

      Let me quickly review the first quarter financial results released earlier
today which  illustrate  the  results of  management's  continued  focus on core
operating activities and fundamental business improvements initiated in 2001.

      As Dave mentioned, we were pleased to see gross profit margins improve for
the fourth consecutive  quarter,  and the third consecutive  quarter of positive
cash flow from operating activities.

      Revenue for the first quarter was $12.8  million,  up 9.3 percent over the
prior year quarter. This revenue increase was led by international sales growth.
International  sales were up 30 percent year over year to $6.8  million.  In the
U.S., sales were down 8 percent to $6.0 million.

      From a product  line  perspective,  the ICL  continued  to be the  fastest
growing  segment for STAAR.  ICL sales increased 37 percent from the same period
one year ago and were up 35 percent from the fourth  quarter as unit volume grew
39 percent  compared with the year ago period and average selling price declined
2 percent. Sales in our German subsidiary increased 35 percent primarily related
to surgical packs and IOL's.  Viscoelastic  sales increased 50 percent,  and IOL
sales were up 1 percent.

      Gross profit for the first quarter was 54.4 percent versus 48.7 percent in
the prior year period,  an improvement  of almost 6 margin points.  Gross profit
continues to improve as U.S. high cost IOL  inventory  layers have been depleted
and replaced  with  significantly  lower cost product.  In Germany,  our largest
export  market,  we improved gross margins by 4.0 percent year over year. The 37
percent growth mentioned earlier in the high margin ICL also favorably  impacted
gross margin  percentages.  Partially  offsetting  these  favorable gross profit
indicators  was the 8 percent  decline in U.S.  sales  which  generally  carry a
higher gross margin percentage than overall international sales.

      General  and  administrative  expenses  for the  first  quarter  were $2.3
million,  down 4.8 percent from the same period one year ago.  This lower number
reflects reductions in legal expenses.

      Sales and marketing expenses for the first quarter were $4.2 million, up 4
percent from prior year. This slight increase  results  primarily from increased
international marketing expenses.


                                      -7-
<PAGE>

      STAAR's  first  quarter  spending  for  R&D,   Clinical,   and  Regulatory
activities was $1.2 million,  or 9.3 percent above the prior year. This increase
was the result of ICL and Toric ICL  activities,  and increased  headcount.  R&D
represented 9.2 percent of total revenue in the first quarter.

      Total SG&A and R&D spending for the first quarter was $7.6 million, up 1.9
percent over the same period one year ago.
      These results  reflect the success of the programs  implemented in 2002 to
improve both operating and  manufacturing  efficiencies,  thus enabling STAAR to
appropriately fund the critical needs of the business.

      Total Other  Expenses  decreased  $365,000 for the quarter due to improved
equity in earnings of the Canon/STAAR joint venture and interest income recorded
on notes receivable from former officers and directors.

      During the  quarter the  company  recorded no income tax  benefits on U.S.
entity net operating losses.

      Net loss for the  current  quarter  was  $747,369,  or  $0.04  per  share.
Weighted average shares  outstanding  decreased to 16,962,000 from 17,159,000 in
the first quarter of 2002. This reduction in shares  outstanding  relates to the
retirement of shares received in the Wolf legal settlement.

      Net loss for the first quarter of 2002 was  $997,000,  or $0.06 per share.
The 2002 number  included a $1.1 million dollar U.S. income tax benefit that was
recorded during the first quarter. Without this one-time benefit, the comparable
number would have been a loss of $0.12 per share in the first quarter of 2002.

      The Company  decreased its cash position by approximately  $600,000 during
the first quarter.  This cash was used to pay down notes  payable,  reducing the
total debt level by $600,000 to $5.2 million,  the lowest level since 1995.  The
company used $114,000 in investing  activities  primarily for the acquisition of
property  and  equipment.  This  investment  was funded by cash  generated  from
operations and the positive effect of the exchange rate on cash.

      As David mentioned,  since the quarter close, we have been able to collect
$830,000 in  outstanding  Notes from a former  officer of the  company.  We will
continue to pursue notes from former  officers and  directors  which may further
increase  cash flow in the coming  quarters.  The  settlement of the last of the
outstanding  legal issues will further  reduce cash outflow for legal fees.  Our
focus in the coming  quarters  will  continue to be on cash flow from  operating
activities.  As announced in March, we also successfully renegotiated our credit
facility with Wells Fargo,  extending the maturity date by one year to March 31,
2004.

      For the full year 2003, I would like to offer the following guidance:

      We  expect  to  continue  to  generate  double-digit  sales  growth in the
international  markets.   Although  the  US  market  will  continue  to  present
challenges,  we expect that the  introduction  of our new lens insertion  system
will generate  sales growth during the second half.  Overall,  we believe we can


                                      -8-
<PAGE>


achieve  total sales growth in the high single  digits to the low double  digits
for the full year.

      We  would   expect   gross   margin   percentages   to  continue  to  show
year-over-year  improvements  as they did  during  the course of 2002 due to the
successful reduction of IOL manufacturing costs achieved throughout 2002, growth
in the ICL and Aquaflow product segments and improvement in US IOL sales.

      We expect to achieve operating profitability during the second half of the
year.

      I would now like to turn the call back over to David.

David Bailey - STAAR - Chairman, President, CEO

Thank you John.  I think I'm going to save my closing  comments  until after the
question  session,  so I would  like,  at this  time,  operator,  to open up for
questions if we could.

QUESTION AND ANSWER

Operator

Very good, sir. (Caller instructions follow)

We'll pause a moment for our first question.  Our first question comes from Ryan
Rowe [ph] with Adams, Harkness & Hill. Please go ahead.

Ryan Rowe - Adams, Harkness & Hill - Analyst

Hi guys, congratulations on a solid quarter.

David Bailey - STAAR - Chairman, President, CEO

Thanks.

Ryan Rowe - Adams, Harkness & Hill - Analyst

Just  a  few  questions.  David,  can  you  just  walk  us  through  what  drove
international  ICL total revenue?  I mean, I guess more specifically unit sales?
And what impact do you think that the positive 3-year data and the PMA submittal
and the ultimate PMA approval will have on international  sales? So, I guess two
separate questions there to begin with.

David Bailey - STAAR - Chairman, President, CEO

Okay.  As I said in my remarks,  ICL unit growth was across most of the markets,
particularly the new markets like Korea.  That's despite the fact that Korea has
actually had some  economic  problems,  which has slowed down  general  elective
procedures. So, I think our efforts in Europe to basically re-launch the ICL and
take certain people through the training courses have paid big dividends.


                                      -9-
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We've run a lot of  courses  in the  first  quarter  and  we've  pushed a lot of
surgeons  through  that  and  we're  now  in the  process  of  following  up and
proctoring those surgeons.  I'll give you a good example, South Africa, where we
ran courses for a full week and we're going back next week to then proctor those
surgeons.  So,  across all markets,  we're  seeing more  interest in the ICL and
people wanting to get involved with the technology.

I think that for the second part of your  question,  Ryan, I think we've seen in
ophthalmology  in  general  that when a  product  and a new  technology  gets US
approval,  it tends to kick start the international  markets. That was certainly
true with LASIK and I would expect the same thing to occur with phakic  implants
going forward.  I think the approval is a critical  milestone in that regard, as
opposed to merely the filing.

And I do think that the  publication  of our 3-year  data has had a  significant
impact and has really caught people's attention,  not least of which the quality
of  the  data.  I  think  it's  caught  everybody's  attention  in the US and in
international  and I think that can only be good going forward,  as we encourage
new surgeons to get involved in the technology.

Ryan Rowe - Adams, Harkness & Hill - Analyst

Okay and then can you -- and just  another  general  question  - walk us through
your domestic IOL business,  sort of what were ASPs in the quarter,  units?  And
then, did you add any territory managers,  increase sales focus domestically and
then, I mean, where do you stand specifically?

Are you starting to see, albeit maybe a slight,  pick up  domestically  from the
new silicone  injection system launched last quarter,  more specifically  April?
Are you seeing any positive trends there? And then how do you plan on tiering in
the new three-piece  Collamer  injection  systems?  What sort of timeline are we
looking at there?

David Bailey - STAAR - Chairman, President, CEO

Yes.  We've  clearly  got a lot going on in the US and the rate of  decline  has
decreased,  but we still have a number of challenges. I think, as I mentioned in
my remarks,  the improvement in the unit variant on the niche technology product
that's  unique  to  STAAR,  the  Toric,  and  the  Collamer  material  was  very
encouraging.

The  Collamer  materials  got a lot of good  press at the  ASCRS in terms of the
quality of the  outcomes  and I expect to see  one-piece  volume on the Collamer
plates  actually start to increase.  I don't want to go into too much detail for
competitive  reasons,  but I'm very  encouraged  by that  pick up in the  unique
technology lenses, which command good margins.

And the three-piece  silicone,  which is benefiting  from the cartridge  launch,
which  occurred in March,  that's being received very well and I would expect to
see a pick up in the  three-piece  lens  sales in that  silicone  segment.  Once
again, I don't want to go into too many details for competitive reasons, but I'm
very encouraged by that product launch and the indicators we've already seen for
that three-piece silicone market share.

I think  on the  Collamer  three-piece,  we've  had  some  challenges  with  the
injection system, partly because of the lens material, which is still unique and
has such great optical quality.  But as I said in my remarks,  we're making very


                                      -10-
<PAGE>

good progress,  but I would expect to see us make good inroads with the Collamer
three-piece in the latter part of the year.

So, I would expect  three-piece  silicone's impact going forward. I would expect
the trend on the specialty products,  the Toric and the one-piece  Collamer,  to
continue  with the trend that  we've  seen and which I  reported  on. And then I
would expect  three-piece  Collamer to kick in later in the year.  All of which,
we're working hard to make sure those events occur.  On the assumption that they
do, I would expect US sales to start to pick up as we gain back market share and
that will drive the margins, as I indicated earlier.

Ryan Rowe - Adams, Harkness & Hill - Analyst

Okay then finally, John, two quick financial questions.  What was operating cash
flow in the quarter? And number two, I mean you collected $830,000 in April. How
much in  outstanding  loans do you still  have to collect  and what's  your best
guess as far as the timing of that collection process?

John Bily - STAAR - CFO

The operating cash flow was $27,000 positive for the quarter. The other question
was how much in notes do we still have out on officers and directors?

Ryan Rowe - Adams, Harkness & Hill - Analyst

Yes.

John Bily - STAAR - CFO

Correct, Ryan?

Ryan Rowe - Adams, Harkness & Hill - Analyst

Yeah, so when do you think you might be successful in collecting those?

John Bily - STAAR - CFO

Okay.  On the  outsourcing  parts it's about close to $4 million.  Now,  when we
might  collect them [the notes],  both of those - yeah,  it's  difficult to say,
Ryan.  Let me just say that,  given some  indicators  that we have right now, it
could be some time in the next coming two or three quarters.

Ryan Rowe - Adams, Harkness & Hill - Analyst

Okay. Thanks a lot. Have a wonderful afternoon.

David Bailey - STAAR - Chairman, President, CEO

Thanks Ryan.


                                      -11-
<PAGE>

Operator

Once again,  if you would like to ask a question,  please press the star and one
on your touch-tone phone at this time.

We'll take our next question from John Lindquist [ph] with CIBC World. Please go
ahead.

John Lindquist - CIBC World Markets - Analyst

Hi guys, good  afternoon.  I just had a couple quick questions in regards to the
guidance for 2003. You said high to low single and  double-digit  revenue growth
for the  Company.  Do you think that would put you in the vicinity of about $53m
for the year?

And then, John, you said for the second half of the year you guys expect to have
positive earnings growth. What are your thoughts on the year in total?
Do you think that you'll be about breakeven?

David Bailey - STAAR - Chairman, President, CEO

I just want to first  comment on that. I don't want to be any more specific than
we've been on the  guidance on the top line.  If the events  we've  talked about
come off and we have a high degree of confidence,  I think the revenue line that
we've given is very achievable.  I think the  profitability  question,  we still
will be profitable at some time during the second half of the year. Really, it's
going to be, to an extent,  event-driven  in terms of the  three-piece  Collamer
rollout, etc.

John, do you want to --?

John Bily - STAAR - CFO

Yeah. Let me just clarify that for a minute.  I might not have mentioned that in
my part. What we expect is to achieve operating  profitability during the second
half of the year at the operating income line and not at the bottom line.

John Lindquist - CIBC World Markets - Analyst

Okay.

John Bily - STAAR - CFO

So, hopefully that clarifies that.

John Lindquist - CIBC World Markets - Analyst

Okay.

John Bily - STAAR - CFO

And of course,  I think, on the top-line  sales, I think we've  positioned it as
high single digits to the low double-digits for the year.


                                      -12-
<PAGE>


David Bailey - STAAR - Chairman, President, CEO

And given what  we're  seeing  and what  we've got in the  pipeline,  I'm pretty
optimistic on that.

Operator

We'll take our next question  from Neal  Bradsure  [ph] with  Broadway  Capital.
Please go ahead.

Neal Bradsure - Broadway Capital - Analyst

Well first of all, congratulations on a very nice quarter from top to bottom. On
the German business,  that's become a pretty big portion as your Company, as you
mentioned.  I didn't hear all the numbers  that you gave on it. Could you review
some of those numbers?  And also, I think the mix of business there is different
from some of the rest of the international  business,  so if you could just sort
of review the trends and drivers there? Obviously a lot of your growth is coming
from Germany at this point.

David Bailey - STAAR - Chairman, President, CEO

Yeah. Let me just recap that a little bit, Neal. I think the first thing to note
is, just to recap,  the fact that we purchased  the remaining 20 percent of that
business  at  year-end,  so we now  own  that  business  in its  entirety.  It's
certainly  done  very  well and has got  exceptionally  good  momentum.  I mean,
overall IOLs grew in that market,  along with a  significant  growth in the pack
business.

The pack business is the bundle packs that we provide for the cataract  business
or the  cataract  procedure in that market and that grew  significantly.  That's
very  encouraging,  because it gives us a high market share  penetration  of the
procedures in Germany and gives us the  opportunity  to get  increased  sales of
proprietary  products  going forward.  So, the cataract  business there is doing
extremely  well.  It does benefit  from the fact that we have certain  auxiliary
products,  which are  distributed,  which  strengthen our market  position.  But
overall, IOL sales were growing as well as the strong revenue growth.

Now, the other really  important  point I emphasize,  which I'm personally  very
delighted about, was the increasing gross margins in that business. Which really
shows  that  we're  moving  it from a  purely  distributive  business  to a true
subsidiary  of STAAR and starting to drive margin out of it. So, in terms of the
numbers, it enjoyed sequential improvement with margins that grew by 8.4 percent
from the fourth quarter of '02.

So quarter one was up 8.4 percent on margin versus quarter four, driven by -- we
got certain  prices down for products and we got certain prices up in the market
place.  And the sales were up 35 percent versus quarter one '02 levels and up by
14.2  percent  over quarter  four,  helped to an extent by  currency,  but still
showing real growth in terms of products.

Neal Bradsure - Broadway Capital - Analyst

Okay and just on the drivers  there,  I take it ICL is much less  significant to
your German business than it is to your international business?


                                      -13-
<PAGE>

David Bailey - STAAR - Chairman, President, CEO

Yeah.  Generally  Germany is a conservative  refractive  market.  We do a lot of
training there, but volume is generally  lower. The more progressive  refractive
markets are in Southern Europe,  Italy, Spain, as well as Asia with Korea. So, a
solid market in Germany but a small one, but one that will grow, taking the lead
from  certain  other ones,  which is exactly  what we saw with LASIK when it was
first introduced in the European market there.

Neal Bradsure - Broadway Capital - Analyst

And is the  Collamer  material  playing a role in your market share gains in the
IOL business in Germany?

David Bailey - STAAR - Chairman, President, CEO

Little at this stage.  It's just been  introduced.  No, we're growing all of the
segments that we currently operate in there.

Neal Bradsure - Broadway Capital - Analyst

Great.

David Bailey - STAAR - Chairman, President, CEO

And Collamer will help with that, but you're not seeing it in those numbers yet,
so that would be a go-forward opportunity.

Neal Bradsure - Broadway Capital - Analyst

Great. Thanks very much.

Operator

We'll take our next question from Larry Haimovich of HMCC. Please go ahead.

Larry Haimovich - HMCC - Analyst

Good  afternoon,   gentlemen,   nice  quarter.  I  had  some  questions  on  the
profitability.  First of all,  just to  clarify,  John,  it sounded  like you're
talking about  profitability  some time in the second half, not  necessarily for
the whole  second half and not  necessarily  for the year.  So, maybe the fourth
quarter is profitable,  but the rest of year perhaps loses money, is that a fair
way to characterize it?

John Bily - STAAR - CFO

That's fair.

Larry Haimovich - HMCC - Analyst

Pardon me?


                                      -14-
<PAGE>

John Bily - STAAR - CFO

That's fair, Larry.

Larry Haimovich - HMCC - Analyst

Okay good.  Second  question,  John,  just to clarify on Ryan's  questions.  I'm
wanting to clarify the officers' loans that might be collectable.  I thought you
said $4m and I thought you said you hoped to collect  those in the next  quarter
or two?

John Bily - STAAR - CFO

Yes.  The number is about $4  million,  Larry and none of these notes are due in
the next  couple  or three  quarters,  but  there's  a  possibility  and we will
aggressively  pursue those. And there's a possibility that, over the coming one,
two, or three quarters, some of those notes might be paid off early.

Larry Haimovich - HMCC - Analyst

Uh-huh.  In your cash planning,  are you counting on those?  I presume,  knowing
you, you're taking a more conservative view on that and not --?

John Bily - STAAR - CFO

No. Not at all, Larry.  Those are not in our cash flows for the near future.  If
they're  in any cash  flows,  they're  when the notes are due and those are some
time off, technically.

Larry Haimovich - HMCC - Analyst

Yeah.

David Bailey - STAAR - Chairman, President, CEO

So we're being very conservative on that, Larry, as always.

Larry Haimovich - HMCC - Analyst

One more question and then I'll jump back in the queue, on ICL launch,  assuming
all goes well with the filing and the panel meeting.  It's my understanding from
talking to you, but I just want to clarify,  because a couple people I've talked
to have  disagreed  with me,  that the basic plan is to,  through  very  careful
proctoring  and  training of doctors  and not rush into the market,  making sure
that  doctors are very well  trained,  as they start  getting into ICLs and that
means that the launch will probably be a more deliberate, cautious launch rather
than a fast launch and that the early  couple three  quarters  might be a little
slower than if a company was out there more aggressively.  Is that a fair way to
characterize your views on the ICL and the training and so on?


                                      -15-
<PAGE>

David Bailey - STAAR - Chairman, President, CEO

Yes, I think it is, Larry.  We will follow the same procedure that we've done in
the new international  markets like Korea and like Canada. We will employ direct
employee proctors. We will have a systematic training program and we will slowly
take the surgeons through the training  program,  certify them, and proctor them
before they can come on line with the product.

So, the focus will be on excellent training, therefore excellent outcomes, and a
long-term build of the business,  a long-term view of the business as opposed to
the opposite strategy,  which I would describe as boom and bust, which I just do
not  believe in, in this  business.  So it will be a slow,  systematic  and very
controlled launch of the product.

Whilst the skills  transfer,  as Steve Slade  commented,  is in his words fairly
easy,  we want to make sure  that  people  are lined up to get the best  quality
outcomes  with  the  ICL,  so that we have a  long-term,  steady  growth  of the
business.

Operator

Our next question will come from Michael Abramson [ph] with Bridger. Please
go ahead

Michael Abramson - Bridger Capital - Analyst

Hey guys, good quarter.

David Bailey - STAAR - Chairman, President, CEO

Thanks Michael.

Michael Abramson - Bridger Capital - Analyst

A quick question just in terms of your European business,  trying to get a sense
for scale here. What percentage of that business was from ICLs in the quarter?

David Bailey - STAAR - Chairman, President, CEO

We kind of don't break that out, just from a competitive standpoint. We'd rather
focus on the amount that is growing.

Michael Abramson - Bridger Capital - Analyst

Okay,  so I mean,  do you do  anything  kind of  ballpark,  I mean  less than 50
percent, less than 10 percent? I'm just trying to understand somewhat scale as I
look at these growth figures.

David Bailey - STAAR - Chairman, President, CEO

We don't generally. We might look at that and come back with a kind of indicator
that doesn't give too much detail away.

Michael Abramson - Bridger Capital - Analyst

Okay, I --


                                      -16-
<PAGE>

David Bailey - STAAR - Chairman, President, CEO

We just tend to focus on the absolute growth for us in numbers and revenue.

Michael Abramson - Bridger Capital - Analyst

And could you --?

David Bailey - STAAR - Chairman, President, CEO

It's just enough what we didn't  say, is we also saw some price  improvement  on
ICL in the first  quarter,  versus  quarter four and that was driven by the fact
that we started to introduce  the TORIC ICL,  which has a price premium over the
standard product. So, the unit trend is very encouraging.

Clearly at the moment,  the IOL cataract  business  dominates,  but ICL is going
nicely  and you know we've  given  some  indicators  of that  without  being too
specific. For example, in the distributed market, we pointed out that at the end
of last year in Korea,  where we'd had  approval in April of last year and where
we just sell the ICL, it was the fastest  growing  export  market and one of the
largest, even though it had only come on line for a relatively small time.

Michael Abramson - Bridger Capital - Analyst

Right  and then in terms of your  growth  here,  do you  think  it's the  market
growing or do you think you're taking share from competing products here?

David Bailey - STAAR - Chairman, President, CEO

I think we're  taking  share as well as the market  growing  combination  now. I
think we're now getting some traction  around the benefits of the ICL versus the
competitive  products.  I think  we've got a ways to go, but I'm really  feeling
that we're  starting to get some traction  around the  superiority  of the small
incision ICL.

Michael Abramson - Bridger Capital - Analyst

Great. Thanks guys.

David Bailey - STAAR - Chairman, President, CEO

Yeah.

Operator

We'll now take a follow up question from Ryan Rowe [ph] with Adams Harkness
Hill. Please go ahead


                                      -17-
<PAGE>

Ryan Rowe - Adams, Harkness & Hill - Analyst

Hi guys, just two quick questions.  How were AquaFlow sales in the quarter?  You
didn't  really  highlight  those and then  number two,  are you still  expecting
Taiwanese ICL imminently, approval there?

David Bailey - STAAR - Chairman, President, CEO

Yes. Yeah, we didn't break out AquaFlow  specifically.  Quarter one was a little
soft on  AquaFlow  in terms of units.  I think there were a few factors on that.
First,  despite that slight shortfall in the first quarter versus expectation in
that  soft  note,  I still  remain  confident  for the year that we can meet our
internal expectations on the product.

We had a lot of activity at ASCRS and good press around the  surgical  treatment
of glaucoma and some good presentation  around AquaFlow.  We know we're going to
have  something  coming out positively in the  international  journal around the
results, so I remain very optimistic on the product.  AquaFlow,  as I've said in
the  past,  causes  a  constant  dilemma,  because  of the  fact  that  the peer
endorsement of the product is the glaucoma  segment of the market,  which is not
our core customer and the fact that that's a very conservative market.

So, it's a long, slow process. It's worth it because of the very high margins we
get on the product and the  excellent  cash flow, so we continue to work away at
AquaFlow and we're optimistic on the annual results, although, as I said, we saw
a little bit of softness in the first quarter.

Now, Ryan, your other question was on Taiwan. Yeah, we continue to be hopeful of
short-term  approval in Taiwan.  We've asked kind of a couple of questions  with
regard  to  the  approval,   fairly  standard  questions,   a  little  bit  more
information.  We've  sent  that,  so we've got an  ongoing  process  we just are
working  through,  so I'm  optimistic.  But on this one,  it's been a little bit
longer  than I would have hoped,  but the good news is that  there's no specific
problem other than its providing more information and just a work in process.

Ryan Rowe - Adams, Harkness & Hill - Analyst

Okay sounds good. Thanks a lot.

David Bailey - STAAR - Chairman, President, CEO

Okay.

Operator

Once again,  if you would like to ask a question,  please press the star and one
on your touch-tone  phone at this time. We appear to have no further  questions.
I'll turn it back over to the management for any closing comments.

David Bailey - STAAR - Chairman, President, CEO

Yeah, I'd just like to make a couple of closing remarks and give some milestones
that investors may want to measure us against going forward.


                                      -18-
<PAGE>

As you've  heard,  we've made  significant  progress  on our  strategy  to build
worldwide mind share and market share for the ICL, while continuing to rebuild a
stronger  position  for  our  IOL  products.  All of  that  is  starting  to pay
dividends, I believe.

      Our  progress on these two fronts is critical  to our future  success.  To
help you gauge our progress, I would like to offer a list of milestones that you
can look for throughout the year.

      For the ICL, expect us to complete our FDA submission  very shortly.  Also
look for  approval  in Taiwan  and  Australia  as well as the  expansion  of the
Canadian and Korean approval to include the Toric product.  We would also regard
the  publishing  of  additional  peer  review  articles  and the  closure of the
enrollment  in the  US  Toric  ICL  Clinical  Trial  as  two  other  significant
milestones that represent tangible progress in our strategy with the ICL.

      On the IOL front,  look for the introduction of the new injector system in
the third quarter and the establishment of growth in the overall market share in
the US in the second half of the year.

      We look forward to updating you on our progress  toward the  completion of
these  milestones for the remainder of the year. We are very excited to build on
the positive financial trends that have begun to emerge and will work diligently
to continue  them.  After more than two years of hard work, we now have a strong
infrastructure that, coupled with our innovative product portfolio,  position us
well for future growth and profitability.

At this time, I'd like to thank you and I'd like to close off the call.

Operator

That concludes today's teleconference.  We thank you for your participation. You
may disconnect at this time.























                                      -19-

