SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1

(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
                   For the fiscal year ended December 31, 2001
                                       OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                         Commission file number 0-19671

                             LASERSIGHT INCORPORATED
                             -----------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                           65-0273162
        --------                                           ----------
(State of incorporation)                                (I.R.S. Employer
                                                       Identification No.)

3300 University Blvd, Suite 140, Winter Park, Florida         32792
-----------------------------------------------------         -----
     (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (407) 678-9900
                                                           --------------

Securities Registered Pursuant to Section 12(b) of the Act:
   Title of Each Class                Name of Each Exchange on Which Registered
   -------------------                -----------------------------------------
         None                                            N/A

           Securities Registered Pursuant to Section 12(g) of the Act:
                          Common Stock, par value $.001
                         Preferred Share Purchase Rights

         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
                                              ---

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (  )

         The aggregate market value of the voting stock held by non-affiliates
of the registrant based on the closing sale price on March 29, 2002 was
approximately $13,904,258. Shares of common stock held by each officer and
director and by each person who has voting power of 10% or more of the
outstanding common stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

         Number of shares of common stock outstanding as of April 25, 2002:
26,554,168.

                                EXPLANATORY NOTE

         This filing amends certain information on the cover page and certain
other previously-filed information contained in Items 10, 11, 12 and 13. No
other items have been amended.




                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS

         The Company's executive officers and directors are set forth below. The
terms of all incumbent directors expire at the Annual Meeting of the Company's
stockholders on July 25, 2002 (the "Annual Meeting") or at such later time as
their successors have been duly elected and qualified.

                                                                        Director
Name                             Age          Title                       Since
----                             ---          -----                     --------
Michael R. Farris                 42   President, Chief Executive         1995
                                          Officer and Director
Francis E. O'Donnell, Jr., M.D.   52   Chairman of the Board              1992
David T. Pieroni                  56   Director                           1996
Terry A. Fuller, Ph.D.            53   Director                           1997
Guy W. Numann                     70   Director                           2000
Gregory L. Wilson                 44   Chief Financial Officer             N/A
Jack T. Holladay, M.D.            55   Medical Director                    N/A
---------------------

         Mr. Farris has served as President and Chief Executive Officer of
LaserSight since November 1995. He had previously been President and Chief
Executive Officer of The Farris Group (a consulting firm that LaserSight
acquired from Mr. Farris in February 1994) and predecessor consulting and search
firms for more than 10 years.

         Dr. O'Donnell has served as the Chairman of the Board of LaserSight
since April 1993. Dr. O'Donnell also was Chief Executive Officer of LaserSight
from April 1993 to July 1993. He founded O'Donnell Eye Institute, St. Louis,
Missouri, which has performed laser vision correction procedures since 1989. Dr.
O'Donnell is a former Professor and Chairman, Department of Ophthalmology at the
St. Louis University School of Medicine. In his role as managing partner of the
Hopkins Capital Group, L.L.C., a biotech business development company, Dr.
O'Donnell is actively involved with PhotoVision, Inc., RetinaPharma, Inc. and
BioKeys, Inc., biopharmaceutical companies, APP Pharmaceutical Network, Inc., a
retailer of biotech pharmaceuticals, Sublase, L.L.C., a medical laser company
and BioDelivery Sciences International, Inc., a drug delivery technology
company. All are privately held except BioKeys, Inc. Dr. O'Donnell is the
founder and managing partner of Hopkins Biotech Development Corporation, which
invests in biotech companies.

         Mr. Pieroni has been President of Independent Management Advisors,
Inc., a management consulting company, or its predecessor, Pieroni Management
Counselors, Inc., since September 1996 and during a portion of 1995. He was
President of LaserSight's TFG subsidiary from November 1995 to September 1996.
From 1991 to 1995, he was President of Spencer & Spencer Systems, Inc., an
information systems consulting company. From 1977 to 1990, he was a partner in
the health care and management consulting practice of a predecessor of Ernst &
Young LLP.

         Dr. Fuller has been President and Chief Executive Officer of Fuller
Research Corporation, a privately-held producer of high-technology surgical
devices and services, since March 1984. Since July 1998, he has also been the
President and Chief Executive Officer of RetinaPharma Technologies, Inc., an
ophthalmic drug and medical device development company, and a predecessor
company, PhotoVision Pharmaceuticals, Inc. From December 1997 through August
1999, he was President and Chief Executive Officer of Laser Skin Toner, Inc.
From 1990 to November 1996, he was Chief Operating Officer and Executive
Vice-President of Surgical Laser Technologies, Inc., a producer of laser systems
for surgical use.

         Mr. Numann is retired from Harris Corporation where he served as
president of the company's Communication Sector from 1989 until his retirement

                                       2


in 1997. From 1984 to 1989 Mr. Numann served as senior vice president and group
executive for the Communication Sector. Mr. Numann currently serves as a member
of Rensselaer Polytechnic Institute's School of Engineering Advisory Board.

         Mr. Wilson has served as Chief Financial Officer of LaserSight since
July 1994. Mr. Wilson has also served as Chief Financial Officer of our TFG
subsidiary since 1993. From 1986 to 1993, he was a management consultant with
Deloitte & Touche LLP, an international accounting and consulting firm.

         Dr. Holladay has served as Medical Director of LaserSight since October
1999. Dr. Holladay has been a practicing ophthalmologist since 1978. Since 1978
Dr. Holladay has also served as a professor at the University of Texas Medical
School, and has been a visiting professor at several major ophthalmology
programs around the world. Dr. Holladay is an active member of the American
Academy of Ophthalmology, has served as chairman of its committee on low vision
and of its committee on optics, refraction and contact lenses, and is also a
member of its committee for ophthalmic technology development. He has also has
lectured extensively, authored numerous scientific articles and book chapters,
and has invented instruments and methods related to vision testing.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires LaserSight's officers and directors, and persons who own more
than 10% of the outstanding common stock, to file reports of ownership and
changes in ownership of such securities with the SEC. Officers, directors and
over-10% beneficial owners are required to furnish LaserSight with copies of all
Section 16(a) forms they file. Based solely upon a review of the copies of the
forms furnished to LaserSight, and/or written representations from certain
reporting persons that no other reports were required, LaserSight believes that
all Section 16(a) filing requirements applicable to its officers, directors and
over-10% beneficial owners during or with respect to the year ended December 31,
2001 were met except as follows: Mr. Dalton's Form 5 was filed more than 45 days
after December 31, 2001 (reporting only stock options received during the year).

                                       3


Item 11.  EXECUTIVE COMPENSATION

         The following table sets forth summary information concerning the
compensation paid or earned for services rendered to LaserSight in all
capacities during 1999, 2000 and 2001 for LaserSight's Chief Executive Officer
and each of LaserSight's other executive officers serving at December 31, 2001
whose total annual salary and bonus for 2001 exceeded $100,000. No restricted
stock or stock appreciation rights were granted and no payouts under any
long-term incentive plan were made to any of the named executive officers in
1999, 2000 or 2001. We use the term "named executive officers" to refer
collectively to these individuals later in this Form 10-K/A.



                           SUMMARY COMPENSATION TABLE

                                                                                            Long Term
                                                                                           Compensation
                                                      Annual Compensation                     Awards
                                              ------------------------------------            ------
                                                                            Other
                                                                            Annual         Securities
                                                                           Compen-         Underlying          All Other
Name and Principal Position        Year      Salary ($)     Bonus ($)       sation      Options/SARs (#)      Compensation
---------------------------        ----      ----------     ---------       ------      ----------------      ------------
                                                                                           

Michael R. Farris                  2001      $278,553           --            --             200,000                --
     President and CEO             2000       275,625           --            --             207,549                --
                                   1999       262,601        $100,406         --             190,000                --

Jack T. Holladay, M.D. (1)         2001       200,000           --            --              25,000                --
     Medical Director              2000       200,000           --            --              75,000                --
                                   1999        35,641           --            --             235,000                --

Gregory L. Wilson                  2001       185,185           --            --             130,000                --
     Chief Financial Officer       2000       185,000           --            --              50,000                --
                                   1999       164,808           --            --             100,000                --

D. Michael Litscher (3)            2001       178,001           --            --              85,000            49,085 (4)
     Chief Operating Officer       2000       156,859           --            --             200,000            30,750 (4)

Christine A. Oliver (2)            2001       174,813           --            --              65,000                --
     Senior Vice President,        2000        29,842           --            --             100,000                --
     Sales & Marketing


(1)      Dr. Holladay joined LaserSight in October 1999 as the Medical Director.

(2)      Ms. Oliver joined LaserSight in October 2000 as the Senior Vice
         President of Sales and Marketing.  She resigned her position in January
         2002.

(3)      Mr. Litscher joined LaserSight in February 2000 as the Vice
         President of Operations and was named Chief Operating Officer in April
         2000. He resigned his position in January 2002.

(4)      Consists of relocation and housing allowance paid.

                                       4


The following table sets forth certain information concerning stock options
granted to the named executive officers during 2001. No SARs were granted during
2001.



                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                                   Individual Grants
                                                   -----------------
                               Number of      % of Total
                               Securities      Options/                                          Potential Realizable
                               Underlying        SARs                                              Value at Assumed
                                Options/      Granted to     Exercise or                         Annual Rates of Stock
                                  SARs       Employees in     Base Price     Expiration         Price Appreciation for
Name                          Granted (#)     Fiscal Year     ($/Share)         Date                  Option Term
----                          -----------     -----------     ---------         ----                  -----------
                                                                                                5% ($)         10% ($)
                                                                                                ------         -------
                                                                                              

Michael R. Farris               200,000          10.3%          $ 2.06         7/12/2006       $186,856       $445,467

Jack T. Holladay, M.D.           25,000           1.3%            2.06         7/12/2006         14,229         31,441

Gregory L. Wilson                50,000           2.6%           1.344         2/22/2006         18,566         41,026
                                 50,000           2.6%            2.06         7/12/2006         28,457         62,883
                                 30,000           1.5%            1.25         8/15/2006         10,361         22,894

D. Michael Litscher               5,000           0.3%           1.344         2/22/2006          1,857          4,103
                                 50,000           2.6%            2.06         7/12/2006         28,457         62,883
                                 30,000           1.5%            1.25         8/15/2006         10,361         22,894

Christine A. Oliver               5,000           0.3%           1.344         2/22/2006          1,857          4,103
                                 30,000           1.5%            2.06         7/12/2006         17,074         37,730
                                 30,000           1.5%            1.25         8/15/2006         10,361         22,894


         The following table sets forth certain information relating to options
held by the named executive officers at December 31, 2001:

               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTION/SAR VALUES



                                                                       Number of Securities
                                                                      Underlying Unexercised        Value of Unexercised
                                                                          Options/SARs at           In-the-Money Options/
                                                                          Year-End (#)(1)        SARs at Year-End ($)(1)(2)
                                    Shares                                ---------------        --------------------------
                                  Acquired on           Value              Exercisable/                 Exercisable/
Name                             Exercise (#)      Realized ($)(1)         Unexercisable                Unexercisable
----                             ------------      ---------------         -------------                -------------
                                                                                             

Michael R. Farris                     --                 --               395,834/451,715                   $0/0
Jack T. Holladay, M.D.                --                 --               133,750/201,250                    0/0
Gregory L. Wilson                     --                 --                94,667/210,333                    0/0
D. Michael Litscher                   --                 --                69,668/215,332                    0/0
Christine A. Oliver                   --                 --                36,334/128,666                    0/0


(1)      No SARs have been issued by LaserSight.
(2)      Based on the $0.62 closing price of the common stock on The Nasdaq
         Stock Market on December 31, 2001 when such price exceeds the exercise
         price for an option.

                                       5


COMPENSATION OF DIRECTORS

         Each non-employee director receives a fee of $500 for each board or
committee meeting attended. In addition, during 2001, each non-employee director
was granted an option under LaserSight's Non-Employee Directors Stock Option
Plan to purchase 15,000 shares of common stock and each committee chairman and
the Chairman of Board was granted an additional option to purchase 5,000 shares.
The exercise price of each such option on July 12, 2001, was $2.06 per share
(100% of the market price of common stock on the date of grant). Directors who
are also full-time employees of LaserSight received no additional cash
compensation for services as directors.

EMPLOYMENT AGREEMENTS

         In October 1998, LaserSight entered into a revised employment agreement
with Mr. Farris, which LaserSight and Mr. Farris further amended in April 1999
(as amended, the "Farris Employment Agreement"). The Farris Employment Agreement
provides for a three-year term, an annual base salary beginning at $250,000,
increased by 5% each year, a total of 210,000 stock options granted in 1998 and
190,000 stock options granted in 1999. The Farris Employment Agreement also
provides an opportunity for an annual cash performance bonus of up to 25% of
base salary based upon specific objectives established by the Executive
Compensation and Stock Option Committee, and an opportunity for an additional
annual cash bonus in an aggregate amount of 20% of base salary if all or a
portion of certain events or goals identified from time to time by the Executive
Compensation and Stock Option Committee occur or are achieved. If the employment
of Mr. Farris is terminated by LaserSight without "cause" or by him with "good
reason" (as such terms are defined in the Farris Employment Agreement), Mr.
Farris would be entitled to all salary and other benefits under the Farris
Employment Agreement through the later of (1) the remaining term of the
Agreement or (2) one year after the date of his termination. The Farris
Employment Agreement includes non-compete and confidentiality covenants. The
Compensation Committee reviews Mr. Farris' employment arrangements from time to
time and may grant Mr. Farris additional stock options or otherwise modify his
employment arrangements in the future based on those reviews.

         In October 1999, LaserSight entered into an employment agreement with
Dr. Holladay (the "Holladay Employment Agreement"). The Holladay Employment
Agreement provides for a three-year term with automatic renewals of one-year
each unless either party provides the other with at least 60 days notice prior
to the end of the then current term that such party intends not to renew the
agreement, an annual base salary of $200,000 and a grant of 200,000 stock
options. The Holladay Employment Agreement includes non-compete and
confidentiality covenants. The Compensation Committee reviews Dr. Holladay's
employment arrangements from time to time and may grant Dr. Holladay additional
stock options or otherwise modify his employment arrangements in the future
based on those reviews.

         In February 2000, LaserSight entered into an employment agreement with
Mr. Litscher (the "Litscher Employment Agreement"). The Litscher Employment
Agreement provided for a three-year term with automatic renewals of one-year
each unless either party provided the other with at least 60 days notice prior
to the end of the then current term that such party intended not to renew the
agreement, an annual base salary of $140,000 and a grant of 100,000 stock
options. The Litscher Employment Agreement included non-compete and
confidentiality covenants. Mr. Litscher was named Chief Operating Officer and
his annual base salary was subsequently adjusted to $190,000 effective on April
1, 2000. In January 2002, LaserSight entered into a resignation and release
agreement with Mr. Litscher (the "Litscher Resignation Agreement"). Pursuant to
the terms of the Litscher Resignation Agreement, Mr. Litscher and LaserSight
mutually agreed that Mr. Litscher's employment with LaserSight would terminate
on January 31, 2002. During the period commencing on February 1, 2002 and
continuing until July 31, 2003, Mr. Litscher will continue to receive his base
salary at an annual rate of $171,000.

         In March 2000, LaserSight entered into an employment agreement with Mr.
Dalton (the "Dalton Employment Agreement"). The Dalton Employment Agreement

                                       6


provides for a three-year term with automatic renewals of one-year each unless
either party provides the other with at least 60 days notice prior to the end of
the then current term that such party intends not to renew the agreement, an
annual base salary of $200,000 and a grant of 100,000 stock options. The Dalton
Employment Agreement includes non-compete and confidentiality covenants. The
Compensation Committee reviews Mr. Dalton's employment arrangements from time to
time and may grant Mr. Dalton additional stock options or otherwise modify his
employment arrangements in the future based on those reviews. In August 2001,
Mr. Dalton was no longer an executive officer and an amended agreement was
entered into which reduced Mr. Dalton's salary and duties.

         In October 2000, LaserSight entered into an employment agreement with
Ms. Oliver (the "Oliver Employment Agreement"). The Oliver Employment Agreement
provided for a three-year term with automatic renewals of one-year each unless
either party provided the other with at least 60 days notice prior to the end of
the then current term that such party intends not to renew the agreement, an
annual base salary of $165,000 and a grant of 100,000 stock options. The Oliver
Employment Agreement included non-compete and confidentiality covenants. In
January 2002, LaserSight entered into a resignation and release agreement with
Ms. Oliver (the "Oliver Resignation Agreement"). Pursuant to the terms of the
Oliver Resignation Agreement, Ms. Oliver and LaserSight agreed that Ms. Oliver's
employment with LaserSight would terminate on January 31, 2002. During the
period commencing on February 1, 2002 and continuing until January 31, 2003, Ms.
Oliver will continue to receive her base salary at an annual rate of $148,500.

RELOCATION AGREEMENT

         In October 1999, LaserSight entered into a relocation agreement with
Mr. Wilson (the "Wilson Relocation Agreement"). The Wilson Relocation Agreement
provides for a severance payment of one year's compensation if his employment is
terminated without cause, as defined in the Wilson Relocation Agreement,
subsequent to his relocation to Orlando, Florida.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         During 2001, the role of the Compensation Committee was performed by
the board of directors as a whole.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information regarding ownership
of LaserSight common stock, as of March 31, 2002, by:

        o        each person known to LaserSight to own beneficially more than
                 5% of LaserSight outstanding common stock;

        o        each of LaserSight's directors;

        o        each of LaserSight's executive officers named in the summary
                 compensation table; and

        o        all of LaserSight's directors and executive officers as a
                 group.

         The beneficial ownership of LaserSight's common stock set forth in this
table is determined in accordance with the rules of the Securities and Exchange
Commission. Unless otherwise indicated in the footnotes below, the persons and
entities named in the table have sole voting and investment power as to all
shares beneficially owned, subject to community property laws where applicable.

                                       7




                                                             Class of Securities
                                                             -------------------
                                                      Common Stock            Non-Voting             Total
Name and Address of Beneficial Owner                 Ownership (1)       Series F Preferred     Ownership (6)
------------------------------------                 -------------       ------------------     -------------
Directors, Nominees and Executive Officers:
                                                                                         
         Michael R. Farris                             996,883 (3)                     --           996,883
                                                              3.7%                                     3.5%
         Francis E. O'Donnell, Jr., M.D.            319,745 (2)(3)                     --           319,745
                                                              1.2%                                     1.1%
         Jack T. Holladay, M.D.                        269,500 (3)                     --           269,500
                                                              1.0%                                     1.0%
         Gregory L. Wilson                             129,334 (3)                     --           129,334
                                                                 *                                        *
         Guy W. Numann                                  82,500 (3)                     --            82,500
                                                                 *                                        *
         David T. Pieroni                               72,500 (3)                     --            72,500
                                                                 *                                        *
         Christine A. Oliver                            68,000 (3)                     --            68,000
                                                                 *                                        *
         Terry A. Fuller, Ph.D.                         56,562 (3)                     --            56,562
                                                                 *                                        *
         D. Michael Litscher                            30,000 (3)                     --            30,000
                                                                 *                                        *
    All directors, nominees and executive            2,025,024 (3)                     --         2,025,024
    officers as a group (9 persons)                           7.3%                                     6.9%

Other 5% Stockholders:

         TLC Laser Eye Centers Inc.                  3,830,673 (4)                     --         3,830,673
         5280 Solar Drive                                    14.4%                                    13.7%
         Suite 300
         Mississauga, Ontario
         Canada L4W 5M8

         BayStar Capital, L.P. and                   3,100,051 (4)          1,276,596 (5)         4,376,647
         BayStar International, Ltd. (7)                     11.4%                                    15.4%
         1500 West Market Street
         Mequon, Wisconsin  53092

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

     *   Less than 1%.

(1)      Each number of shares of common stock shown as owned in this column
         assumes the exercise of all currently-exercisable options and warrants
         held by the applicable person or group. Each percentage shown in this
         column assumes the exercise of all such options and warrants by the
         applicable person or group, but assumes that no options, warrants held
         by any other persons are exercised or converted.

(2)      Includes 181,245 shares held by the Irrevocable Trust No. 7 for the
         benefit of the Francis E. O'Donnell, Jr., M.D. Trust or shares held by
         the Francis E. O'Donnell, Jr. Descendants Trust. Ms. Kathleen M.
         O'Donnell, the sister of Dr. O'Donnell, is trustee of both Trusts. Dr.
         O'Donnell disclaims beneficial ownership of such shares.

(3)      Includes options (and 67,500 warrants in the case of Mr. Numann) to
         acquire shares of common stock which are now exercisable or will first
         become exercisable on or before May 30, 2002, as follows: Dr. O'Donnell
         (90,000); Mr. Farris (580,883); Mr. Pieroni (70,000); Mr. Fuller
         (56,562); Mr. Litscher (30,000); Mr. Numann (82,500); Dr. Holladay
         (267,500); Mr. Wilson (114,334); Ms. Oliver (30,000) and all directors
         and executive officers as a group (1,321,779).

                                       8


(4)      Represents (a) the number of actual shares of common stock presently
         owned by such persons (based on information supplied to LaserSight as
         of April 5, 2002) and (b) such additional shares of common stock that
         would have been issuable if TLC had exercised all of its 50,000
         warrants at a price of $5.125.

(5)      Each share of Series F Preferred Stock is convertible into one share of
         common stock.

(6)      On the basis of voting authority, as of March 31, 2002, a total of
         27,830,764 shares of common stock would be outstanding. This amount is
         composed of (a) 26,554,168 shares of common stock outstanding as of
         March 31, 2002 and 1,276,596 shares of common stock issuable upon the
         exercise of the Series F Preferred Stock. Added to this total are the
         exercisable options and warrants held by the applicable person or
         group.

(7)      Includes 650,000 warrants to acquire shares of common stock that are
         now exercisable. Of these warrants, 600,000 contain a provision
         limiting the shareholders' ability to exercise their warrants to the
         extent that such exercise would result in their owning more than 4.99%
         of our common stock. This limitation may be waived by them by providing
         us at least 61 days prior written notice.

Item 13.  CERTAIN RELATIONS AND RELATED TRANSACTIONS

         LASERSIGHT CENTERS. In March 1997, pursuant to an amendment to a
previously-reported 1993 acquisition agreement (as so amended, the "Amended
Centers Agreement"), LaserSight issued 625,000 unregistered shares of common
stock to a group of former stockholders and former optionholders (the "Former
Centers Holders") of LaserSight Centers Incorporated ("LaserSight Centers"), a
developmental stage company that LaserSight acquired in April 1993 and through
which LaserSight intends to begin to provide services for ophthalmic laser
surgical centers using excimer and other lasers.

         In March 1997, LaserSight also amended its previously-reported royalty
agreement (as so amended, the "Amended Royalty Agreement") with Laser Partners,
a Florida general partnership, that it had entered into shortly before the
LaserSight Centers acquisition. The Amended Royalty Agreement reduces the
maximum per eye royalty to be paid by LaserSight from $86 to $43. LaserSight's
obligations under the Amended Royalty Agreement are perpetual. LaserSight
understands that one of the O'Donnell Trusts is a partner of Laser Partners with
a 36% partnership interest.

         The Amended Royalty Agreement provides that LaserSight is not required
to pay a royalty in connection with any of the following: (1) procedures which
do not involve both an excimer laser and PRK, (2) laser procedures performed by
a third party in connection with any license granted by LaserSight, and (3)
laser procedures performed pursuant to a contract with a managed care company or
an employer, pursuant to which LaserSight agrees to arrange for the delivery of
eye care services other than PRK or for eye care services which include PRK
without any identifiable fee attributable thereto. The management of LaserSight
believes that these exclusions reduce the scope of LaserSight's obligation to
make royalty payments. It may be in the interest of Dr. O'Donnell for LaserSight
to pursue business strategies that maximize such royalty payments, however, in
late 2000, management abandoned the LaserSight Centers mobile laser strategy due
to industry conditions and our increased focus on development and
commercialization of our refractive products.

         CONSULTING ARRANGEMENT. In May 1997, LaserSight's LaserSight
Technologies subsidiary entered into an agreement, effective as of January 1,
1997, with Dr. Byron A. Santos, an ophthalmologist employed by the O'Donnell Eye
Institute, a corporation of which Dr. O'Donnell, the Chairman of the Board of
LaserSight, is the Medical Director and owner. The amount that became payable to
Dr. Santos under this agreement during 2001 was $96,000. Under the agreement,
Dr. Santos was required to be available to provide a minimum of 40 hours of
services each month. Such services have related to the development of the
LaserScan 2000 excimer laser system, the development of clinical protocols, and
training and other consulting services. The agreement terminated on December 31,
2001.

         SALE OF LASER SYSTEM. As previously reported, in 2000, LaserSight sold
one of its laser systems to a company affiliated with Dr. O'Donnell at a price
of $240,000. This amount is included in accounts receivable at December 31,
2001.

                                       9


                                   SIGNATURES

     Pursuant to the requirements of Section 13 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.

                                        LASERSIGHT INCORPORATED

Dated:   April 26, 2002                 By: /s/ Michael R. Farris
                                           --------------------------------
                                           Michael R. Farris, President and
                                           Chief Executive Officer


Dated:   April 26, 2002                 By: /s/ Gregory L. Wilson
                                           --------------------------------
                                           Gregory L. Wilson, Chief Financial
                                           Officer
                                           (Principal accounting officer)

                                       10