SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q
(Mark One)
[ X ] Quarterly  Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934.  For the  quarterly  period ended  September  30,
      1999.

                                       or

[  ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934. For the Transition period from
      ------------------------------  to  ----------------------------------.



Commission File Number:  0-19671

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


         Delaware                                          65-0273162
         --------                                          ----------
(State of Incorporation)                       (IRS Employer Identification No.)



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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


Yes       X            No
        -----

         The Number of shares of the registrant's Common Stock outstanding as of
November 12, 1999 is 17,803,802.


                                       1


<PAGE>


                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

Except for the historical  information  contained herein, the discussion in this
Report contains forward-looking statements (within the meaning of Section 21E of
the Exchange Act) that involve risks and uncertainties. The Company's actual
results could differ materially from those discussed here. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed in the sections entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Risk Factors and Uncertainties"
in this report. LaserSight undertakes no obligation to update any such factors
or to publicly announce the results of any revisions to any of the
forward-looking statements contained herein to reflect any future events or
developments.



PART I.    FINANCIAL INFORMATION

           Item 1. Condensed Consolidated Financial Statements

                   Condensed  Consolidated  Balance Sheets as of September 30,
                   1999 and December 31, 1998

                   Condensed  Consolidated  Statements of Operations for the
                   Three Month Periods and Nine Month Periods Ended September
                   30, 1999 and 1998

                   Condensed  Consolidated  Statements of Comprehensive Loss for
                   the Three Month Periods and Nine Month Periods Ended
                   September 30, 1999 and 1998

                   Condensed  Consolidated  Statements  of Cash Flows for the
                   Nine Month Periods Ended September 30, 1999 and 1998

                   Notes to Condensed Consolidated Financial Statements

                   Independent Auditors' Review Report

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

           Item 3. Management's Quantitative and Qualitative Disclosures about
                   Market Risk


PART II.   OTHER INFORMATION

           Item 1. Legal Proceedings

           Item 2. Changes in Securities

           Item 3. Defaults Upon Senior Securities

           Item 4. Submission of  Matters to a Vote of Security Holders

           Item 5. Other Information

           Item 6. Exhibits and Reports on Form 8-K


                                        2

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                                       September 30,      December 31,
                                                                                          1999                1998
                                                                                       -------------     -------------
CURRENT ASSETS                                          ASSETS                           (Unaudited)
<S>                                                                                      <C>                <C>
  Cash and cash equivalents                                                              $14,684,196        4,437,718
  Accounts receivable - trade, net                                                         6,513,358        4,611,834
  Notes receivable - current portion, net                                                  4,029,800        4,805,831
  Inventories                                                                              8,012,671        8,517,636
  Deferred tax assets                                                                        154,059          184,997
  Other current assets                                                                       498,737          159,057
                                                                                       -------------     ------------
                                                        TOTAL CURRENT ASSETS              33,892,821       22,717,073

Restricted cash                                                                              192,000          194,000
Notes receivable, less current portion, net                                                2,924,103        2,880,358
Property and equipment, net                                                                1,920,292        1,502,339
Patents, net                                                                               3,953,934        4,432,428
Pre-market approval application, net                                                       2,981,662        3,663,466
Goodwill, net                                                                              6,159,392        6,552,863
Other assets, net                                                                          1,682,644        1,930,456
                                                                                       -------------     ------------
                                                                                         $53,706,848       43,872,983
                                                                                       =============     ============

                                        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable                                                                          $2,812,775        2,220,045
Accrued expenses                                                                           3,795,353        3,224,369
Accrued commissions                                                                        1,485,371        1,451,180
Income tax payable                                                                                --            9,239
Deferred revenue                                                                             962,752          937,602
                                                                                       -------------     ------------
                                                   TOTAL CURRENT LIABILITIES               9,056,251        7,842,435

Refundable deposits                                                                          192,000          194,000
Accrued expenses, less current portion                                                       689,335          642,880
Deferred royalty revenue, less current portion                                               133,333          433,333
Deferred income taxes                                                                        154,059          184,997
Long-term obligations                                                                         97,730          560,000
Commitments and contingencies

Stockholders' equity:
Convertible preferred stock:
Series C - par value $.001 per share; authorized 2,000,000 shares;
  2,000,000 issued and outstanding at September 30, 1999 and
  December 31, 1998, respectively                                                              2,000            2,000
Series D - par value $.001 per share; authorized 2,000,000 shares;
  2,000,000 issued and outstanding at September 30, 1999 and
  December 31, 1998, respectively                                                              2,000            2,000
Common stock - par value $.001 per share; authorized 40,000,000 shares;
  17,667,130 and 13,332,835 shares issued at September 30, 1999 and
  December 31, 1998, respectively                                                             17,677           13,333
Additional paid-in capital                                                                78,565,376       59,407,392
Stock subscription receivable                                                             (1,140,000)      (1,140,000)
Accumulated deficit                                                                      (33,541,829)     (23,748,303)
Less treasury stock, at cost;  140,200 common shares at
  September 30, 1999 and December 31, 1998                                                  (521,084)        (521,084)
                                                                                       -------------     ------------
                                                                                          43,384,140       34,015,338
                                                                                       -------------     ------------
                                                                                         $53,706,848       43,872,983
                                                                                       =============     ============


 See accompanying independent auditors' review report and notes to the condensed
 consolidated financial statements.
</TABLE>

                                       3

<PAGE>


                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                           Three Months Ended                        Nine Months Ended
                                                              September 30,                            September 30,
                                                    -----------------------------------       ----------------------------------
                                                        1999                 1998                1999                 1998
                                                    -------------        -------------        -------------        -------------

REVENUES:
<S>                                                   <C>                    <C>                 <C>                  <C>
  PRODUCTS                                            $ 6,108,109            4,826,834           15,343,959           13,130,919
  ROYALTIES                                               753,928              295,000            1,463,928              816,917
  SERVICES                                                 79,530              138,780              283,535              504,977
                                                    -------------         ------------        -------------        -------------
                                                        6,941,567            5,260,614           17,091,422           14,452,813
COST OF REVENUE:
  PRODUCT COST                                          2,764,541            1,444,653            7,091,528            4,334,274
  COST OF SERVICES                                         34,992               61,063              124,755              222,190
                                                    -------------         ------------        -------------        -------------

GROSS PROFIT                                            4,142,034            3,754,898            9,875,139            9,896,349

RESEARCH, DEVELOPMENT AND
  REGULATORY EXPENSES                                     766,514              923,850            2,256,684            2,485,194

OTHER GENERAL AND ADMINSTRATIVE
  EXPENSES                                              4,349,144            3,239,836           12,147,427            8,073,145
SELLING RELATED EXPENSES                                1,634,967            1,421,818            3,828,488            3,385,971
AMORTIZATION OF INTANGIBLES                               634,071              542,577            1,902,213            1,677,598
                                                    -------------         ------------        -------------        -------------
                                                        6,618,182            5,204,231           17,878,128           13,136,714
                                                    -------------         ------------        -------------        -------------

LOSS FROM OPERATIONS                                  (3,242,662)           (2,373,183)         (10,259,673)          (5,725,559)

OTHER INCOME AND EXPENSES
  Interest and dividend income                            247,662              224,525              541,832              450,823
  Interest expense                                        (27,500)              (1,272)             (75,685)            (721,813)
  Gain on sale of subsidiaries and securities                  --                   --                   --              364,452
                                                    -------------         ------------        -------------        -------------

NET LOSS BEFORE INCOME TAXES                           (3,022,500)          (2,149,930)          (9,793,526)          (5,632,097)

INCOME TAX EXPENSE                                             --                   --                   --              232,213
                                                    -------------         ------------        -------------        -------------

NET LOSS                                               (3,022,500)          (2,149,930)          (9,793,526)          (5,864,310)

CONVERSION DISCOUNT ON
  PREFERRED STOCK                                              --                   --                   --             (858,872)

PREFERRED STOCK ACCRETION AND
  DIVIDEND REQUIREMENTS                                        --                   --                   --           (2,751,953)
                                                    -------------         ------------        -------------        -------------

LOSS ATTRIBUTABLE TO COMMON
  SHAREHOLDERS                                        $(3,022,500)          (2,149,930)          (9,793,526)          (9,475,135)
                                                    =============         ============        =============        =============

LOSS PER COMMON SHARE
  Basic and Diluted:                                  $     (0.17)               (0.17)               (0.62)               (0.79)
                                                    =============        =============        =============        =============

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING
  Basic and Diluted:                                   17,455,000           12,935,000           15,691,000           11,969,000
                                                    =============        =============        =============        =============


 See accompanying independent auditors' review report and notes to condensed consolidated financial statements
</TABLE>

                                       4
<PAGE>


                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                           Three Months Ended                         Nine Months Ended
                                                              September 30,                             September 30,
                                                     ---------------------------------         ---------------------------------
                                                        1999                 1998                 1999                 1998
                                                     -------------        ------------         ------------         ------------
<S>                                                    <C>                   <C>                  <C>                <C>
NET LOSS                                               $(3,022,500)         (2,149,930)          (9,793,526)         (9,475,135)


OTHER COMPREHENSIVE LOSS:

Reversal of unrealized gain on marketable
securities (net of tax of $353,675 for the nine
month period ended September 30, 1998)                          --                  --                   --            (577,048)


Reclassification adjustment for gains
included in net loss (net of tax of $16,825 for
the nine month period ended September 30, 1998)
                                                                --                  --                  --              (27,452)
                                                     -------------        ------------         ------------         ------------

COMPREHENSIVE LOSS                                     $(3,022,500)         (2,149,930)          (9,793,526)        (10,079,635)
                                                     =============        ============         ============         ============


 See accompanying independent auditors' review report and notes to condensed consolidated financial statements.
</TABLE>

                                       5

<PAGE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                  NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                     1999                  1998
                                                                                --------------         -------------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                                               <C>                     <C>
  Net loss                                                                        $ (9,793,526)           (5,864,310)
  Adjustments to reconcile net loss to net cash used in operating activities:
  Gain on sale of subsidiaries and securities                                               --              (364,452)
  Depreciation and amortization                                                      2,430,890             2,559,904
  Warrants and options issued in conjunction with consulting agreements                187,192                    --
  Increase in accounts and notes receivable                                         (1,169,238)           (4,676,783)
  Decrease (increase) in inventories                                                    81,701            (1,647,853)
  Increase (decrease) in accounts payable                                              592,730               (95,132)
  Increase (decrease) in accrued expenses                                              651,630               (88,520)
  Increase (decrease) in income taxes                                                   (9,239)             (873,582)
  Increase (decrease) in deferred revenue                                             (274,850)              933,333
  Other                                                                               (425,192)              466,003
                                                                                --------------         -------------

NET CASH USED IN OPERATING ACTIVITIES                                               (7,727,902)           (9,651,392)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment, net                                            (493,827)             (459,753)
  Proceeds from sale of investments                                                         --             6,527,452
  Net proceeds from exclusive license of patents                                            --             6,170,000
  Transfer to restricted cash account                                                       --            (4,200,000)
  Acquisition of other intangible assets                                                    --              (989,874)
  Proceeds from restricted cash account                                                     --             4,228,000
                                                                                --------------         -------------
NET CASH PROVIDED BY (USED IN) INVESTING
  ACTIVITIES                                                                          (493,827)           11,275,825

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                                             8,850,000                   --
  Repurchase of preferred stock                                                             --           (10,512,000)
  Net proceeds from exercise of stock options and warrants                           9,637,866               482,072
  Repayments of notes payable                                                               --            (2,000,000)
  Repayment of capital lease obligation                                                (19,659)                   --
  Proceeds from issuance of preferred stock                                                 --            15,819,555
                                                                                --------------         -------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                           18,468,207             3,789,627
                                                                                --------------         -------------

INCREASE IN CASH AND CASH EQUIVALENTS                                               10,246,478             5,414,060

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                                                                4,437,718             3,858,400
                                                                                --------------         -------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                           $14,684,196             9,272,460
                                                                                ==============         =============

See accompanying independent auditors' review report and notes to the condensed consolidated financial statements.
</TABLE>

                                       6

<PAGE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              Nine Month Periods Ended September 30, 1999 and 1998


NOTE 1   BASIS OF PRESENTATION

         The accompanying unaudited, condensed consolidated financial
         statements of LaserSight Incorporated and subsidiaries (the
         Company) as of September 30, 1999, and for the three and nine
         month periods ended September 30, 1999 and 1998, have been
         prepared in accordance with generally accepted accounting
         principles for interim financial information and with the
         instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
         Accordingly, they do not include all of the information and
         note disclosures required by generally accepted accounting
         principles for complete financial statements. These condensed
         consolidated financial statements should be read in
         conjunction with the consolidated financial statements and
         notes thereto included in the Company's annual report on Form
         10-K for the year ended December 31, 1998. In the opinion of
         management, the condensed consolidated financial statements
         include all adjustments necessary for a fair presentation of
         consolidated financial position and the results of operations
         and cash flows for the periods presented. The results of
         operations for the three and nine month periods ended
         September 30, 1999 are not necessarily indicative of the
         operating results for the full year. The report of KPMG LLP,
         independent auditors, commenting upon their review accompanies
         the condensed consolidated financial statements included in
         Item 1 of Part I.

NOTE 2   PER SHARE INFORMATION

         Basic loss per common share is computed using the weighted
         average number of common shares and contingently issuable
         shares (to the extent that all necessary contingencies have
         been satisfied). Diluted loss per common share is computed
         using the weighted average number of common shares,
         contingently issuable shares, and common share equivalents
         outstanding during each period. Common share equivalents
         include options, warrants to purchase Common Stock, and
         convertible Preferred Stock and are included in the
         computation using the treasury stock method if they would have
         a dilutive effect.

NOTE 3   INVENTORIES

         Inventories, which consist primarily of excimer and erbium
         laser systems, and related parts and components, are stated at
         the lower of cost or market. Cost is determined using the
         first-in, first-out method. The components of inventories at
         September 30, 1999 and December 31, 1998 are summarized as
         follows:
<TABLE>
<CAPTION>

                                       September 30, 1999     December 31, 1998
                                       ------------------     -----------------
<S>                                          <C>                   <C>
         Raw materials                       $5,290,200            5,226,146
         Work-in process                      1,417,434            1,837,460
         Finished goods                         865,923            1,046,756
         Test equipment - clinical trials       439,114              407,274
                                           ------------          -----------
                                             $8,012,671            8,517,636
                                           ============          ===========

</TABLE>

                                       7
<PAGE>


NOTE 4   CAPITAL LEASES

         During the quarter ended March 31, 1999, LaserSight entered
         into a capital lease agreement for blade manufacturing
         equipment. During the quarter ended September 30, 1999,
         LaserSight sold the equipment to its contract blade
         manufacturer, who assumed all liability associated with the
         capital lease, which approximated the net book value of the
         equipment.

NOTE 5   STOCKHOLDERS' EQUITY

         Private Placement

         On March 23, 1999, LaserSight closed a transaction for the
         sale of 2,250,000 shares of Common Stock to a total of six
         investors, including Pequot Capital Management, Inc. (Pequot)
         and TLC Laser Eye Centers Inc. (TLC), in exchange for
         LaserSight receiving $9 million in cash. In addition, the
         investors received a total of 225,000 warrants to purchase
         Common Stock at $5.125 each, the Common Stock closing price on
         March 22, 1999.

         During the nine months ended September 30, 1999, LaserSight
         received approximately $9.6 million from the exercise of
         warrants and stock options, resulting in the issuance of
         2,094,295 shares of Common Stock.

NOTE 6   SEGMENT INFORMATION

         The Company operates principally in three operating segments:
         refractive products, patent services and health care services.
         Refractive product operations primarily involve the
         development, manufacture, and sale of ophthalmic lasers and
         related devices for use in vision correction procedures.
         Patent services involve the revenues and expenses generated
         from the ownership of certain refractive laser procedure
         patents, and health care services provides health and vision
         care consulting services to hospital, managed care companies
         and physicians.

         Operating profit is total revenue less operating expenses. In
         determining operating profit for industry segments, the
         following items have not been considered: general corporate
         expenses; expenses attributable to LaserSight Centers, Inc.
         (Centers), a developmental stage company; non-operating
         income; and the income tax expense (benefit). Identifiable
         assets by industry segment are those that are used by or
         applicable to each industry segment. General corporate assets
         consist primarily of cash, marketable equity securities and
         income tax accounts.

                                       8

<PAGE>

         The table below summarizes information about reported segments
         as of and for the three months ended September 30, 1999 and
         1998:
<TABLE>
<CAPTION>

                                                                                        Depreciation
                                        Operating       Operating                           and             Capital
                                        Revenues      Profit (Loss)        Assets       Amortization     Expenditures
                                        ---------    -------------        -------       ------------      ------------
     1999
     Operating profit segments:
<S>                                     <C>             <C>              <C>                <C>             <C>
        Refractive products
         related                        6,108,109       (3,074,993)       28,782,268         534,087       *  563,838
        Patent services                   753,928          623,645         3,432,118         129,330               --
        Health care services               79,530         (218,076)        3,711,357          70,731              805
        General corporate                      --         (504,064)       14,944,756           2,227            6,845
        Developmental stage
         company - LaserSight
         Centers, Inc.                         --          (69,174)        2,836,349          69,174               --
                                      -----------      -----------      ------------    ------------      -----------
     Consolidated total                 6,941,567       (3,242,662)       53,706,848         805,549          571,488
                                      ===========      ===========      ============    ============      ===========
     1998
     Operating profit segments:
        Refractive products
         related                        4,826,834       (1,751,850)       29,238,737         401,090          155,031
        Patent services                   295,000           97,159         3,809,062         129,330               --
        Health care services              138,780         (101,980)        4,039,481          78,333           10,251
        General corporate                      --         (547,338)        9,405,047             687            5,030
        Developmental stage
         company - LaserSight
         Centers, Inc.                         --          (69,174)        3,104,837          69,174               --
                                      -----------      -----------      ------------    ------------      -----------
     Consolidated total                 5,260,614       (2,373,183)       49,597,164         678,614          170,312
                                      ===========      ===========      ============    ============      ===========


*   Includes $423,264  reclassified from inventory related to laser systems used
    for training and other internal activities.

</TABLE>
                                       9
<PAGE>



         The table below summarizes information about reported segments
         as of and for the nine months ended September 30, 1999 and 1998:

<TABLE>
<CAPTION>

                                                                                        Depreciation
                                        Operating       Operating                           and            Capital
                                        Revenues      Profit (Loss)         Assets      Amortization    Expenditures
                                        --------      ------------         -------      ------------    ------------
     1999
     Operating profit segments:
<S>                                   <C>               <C>              <C>              <C>             <C>
        Refractive products
         related                       15,343,959       (9,099,390)       28,782,268       1,617,364      **  904,945
        Patent services                 1,463,928        1,074,985         3,432,118         387,990               --
        Health care services              283,535         (486,314)        3,711,357         212,193              805
        General corporate                      --       (1,541,432)       14,944,756           5,821           11,341
        Developmental stage
         company - LaserSight
         Centers, Inc.                         --         (207,522)        2,836,349         207,522               --
                                      -----------      -----------      ------------    ------------      -----------
     Consolidated total                17,091,422      (10,259,673)       53,706,848       2,430,890          917,091
                                      ===========      ===========      ============    ============      ===========

     1998
     Operating profit segments:
        Refractive products
         related                       13,130,919       (3,824,696)       29,238,737       1,143,487          424,496
        Patent services                   816,917          222,121         3,809,062         437,857               --
        Health care services              504,977         (442,759)        4,039,481         233,276           30,228
        General corporate                      --       (1,472,703)        9,405,047           2,061            5,030
        Developmental stage
         company - LaserSight
         Centers, Inc.                         --         (207,522)        3,104,837         207,522               --
                                      -----------      -----------      ------------    ------------      -----------
     Consolidated total                14,452,813       (5,725,559)       49,597,164       2,024,203          459,754
                                      ===========      ===========      ============    ============      ===========


**  Includes $423,264  reclassified from inventory related to laser systems used
    for training and other internal activities.

</TABLE>
         Amortization of deferred financing costs and accretion of
         discount on note payable of $535,701 for the nine months ended
         September 30, 1998 is included as interest expense in the
         accompanying condensed consolidated statement of operations.

NOTE 7   LINE OF CREDIT

         Revolving Credit Agreement

         On June 29, 1999, LaserSight established a $2.5 million
         revolving line of credit (Credit Agreement) with The
         Huntington National Bank (Huntington). Under the Credit
         Agreement, LaserSight has the option to borrow amounts at a
         rate per annum equal to one half of one percent (1/2%) above
         the Prime Rate. Borrowings are intended for short term working
         capital needs or such other purposes as may be approved by
         Huntington. The Credit Agreement requires LaserSight to
         maintain a specific liquidity level and minimum tangible net
         worth. The terms of the Credit Agreement extend to June 30,
         2000. At September 30, 1999, LaserSight had no outstanding
         borrowings under the Credit Agreement.

                                       10

<PAGE>

NOTE 8   SUBSEQUENT EVENT

         Technology Development and License Agreement

         On October 23, 1999, LaserSight entered into a technology
         development and exclusive license agreement with Quadrivium,
         L.L.C. covering patents and patent applications related to a
         corneal reshaping procedure that achieves a refractive
         correction utilizing low levels of infrared energy, or
         photothermal keratoplasty (PTK). LaserSight issued 200,000
         common shares to Quadrivium. Such shares, valued at
         approximately $3.0 million, were placed into escrow. If
         LaserSight determines the technology is capable of producing a
         commercially viable system in accordance with the agreement,
         half of the shares will be released from escrow. Otherwise,
         all shares will be returned to LaserSight. On the date that
         clinical trials using this technology are completed, if
         LaserSight determines that the international commercialization
         of the PTK system is viable, the remaining shares will be
         released from escrow. Otherwise, the remaining shares will be
         returned to LaserSight.

                                       11

<PAGE>


                       Independent Auditors' Review Report
                       -----------------------------------



The Board of Directors
LaserSight Incorporated:

We  have  reviewed  the  condensed  consolidated  balance  sheet  of  LaserSight
Incorporated and subsidiaries as of September 30, 1999, and the related
condensed consolidated statements of operations, comprehensive loss, and cash
flows for the three-month and nine-month periods ended September 30, 1999 and
1998. These condensed consolidated financial statements are the responsibility
of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards, the consolidated balance sheet of LaserSight Incorporated and
subsidiaries as of December 31, 1998, and the related consolidated statements of
operations, comprehensive loss, stockholders' equity, and cash flows for the
year then ended (not presented herein); and in our report dated March 25, 1999,
we expressed an unqualified opinion on those consolidated financial statements.
In our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 1998, is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.


                                                 /s/ KPMG LLP

St. Louis, Missouri
October 22, 1999


                                       12

<PAGE>


ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

         LaserSight  is  principally  engaged in the  manufacture  and supply of
narrow beam scanning excimer laser systems, keratomes, keratome blades and other
related products used to perform procedures that correct common refractive
vision disorders such as nearsightedness, farsightedness and astigmatism. Since
1994, we have marketed our laser systems commercially in over 30 countries
worldwide and currently have an installed base of over 250 laser systems outside
the U.S., including approximately 80 of our LaserScan LSX (TM)laser systems.

Results of Operations

         The following  table sets forth for the periods  indicated  information
derived from our statements of operations for those periods expressed as a
percentage of net sales, and the percentage change in such items from the
comparable prior year period. Any trends illustrated in the following table are
not necessarily indicative of future results.

 <TABLE>
<CAPTION>
                                                                                              Percent Increase (Decrease)
                                                                                                   Over Prior Periods
                                         Three Months            Nine Months            Three Months            Nine Months
                                             Ended                  Ended                   Ended                   Ended
                                         September 30,          September 30,           September 30,           September 30,
                                        1999      1998         1999      1998         1999 vs. 1998           1999 vs. 1998
                                        ----      ----         ----      ----         -------------           -------------

Revenues
<S>                                     <C>       <C>          <C>       <C>               <C>                     <C>
  Refractive Products                   88.0%     91.8%        89.8%     90.9%             26.5%                   16.9%
  Royalties                             10.9       5.6          8.6       5.7             155.6                    79.2
  Health Care Services                   1.1       2.6          1.6       3.5             (42.7)                  (43.9)
                                       -----     -----        -----     -----
  Net Revenues                         100.0     100.0        100.0     100.0              32.0                    18.3
Cost of Revenue                         40.3      28.6         42.2      31.5              85.9                    58.4
                                       -----     -----        -----     -----
Gross Profit                            59.7      71.4         57.8      68.5              10.3                    (0.2)
R&D & Regulatory                        11.0      17.6         13.2      17.2             (17.0)                   (9.2)
Other G&A                               62.7      61.6         71.1      55.9              34.2                    50.5
Selling Related                         23.6      27.0         22.4      23.4              15.0                    13.1
Amortization of Intangibles              9.1      10.3         11.1      11.6              16.9                    13.4
                                       -----     -----        -----     -----
Loss from Operations                   (46.7)    (45.1)       (60.0)    (39.6)             36.6                    79.2
</TABLE>


(1)      As a percentage of net revenues, the gross profit for products only for
         each of the three months ended September 30, 1999 and 1998, and the
         nine months ended September 30, 1999 and 1998, were 55%, 70%, 54%, and
         67%, respectively.

(2)      As a percentage of refractive product net sales, research,  development
         and regulatory expenses for each of the three months ended September
         30, 1999 and 1998, and the nine months ended September 30, 1999 and
         1998, were 13%, 19%, 15% and 19%, respectively.

(3)      As a  percentage  of  refractive  product  net  sales,  selling-related
         expenses for each of the three months ended September 30, 1999 and
         1998, and the nine months ended September 30, 1999 and 1998, were 27%,
         29%, 25% and 26%, respectively.

                                       13

<PAGE>


NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998

         Revenues.  Net revenues for the nine months  ended  September  30, 1999
increased by $2.6 million, or 18%, to $17.1 million from $14.5 million for the
comparable period in 1998.

         During the nine months ended  September 30, 1999,  refractive  products
revenues increased $2.2 million, or 17%, to $15.3 million from $13.1 million for
the comparable period in 1998. This revenue increase was primarily the result of
increased sales of its higher priced LaserScan LSX excimer laser system,
resulting in an increased level of laser system sales. During the nine months
ended September 30, 1999, excimer laser system sales accounted for approximately
$13.9 million in revenues compared to $12.3 million in revenues over the same
period in 1998. During the nine months ended September 30, 1999 and 1998,
respectively, LaserScan LSX system sales accounted for 90% and 55%,
respectively, of total excimer laser system sales. During the nine months ended
September 30, 1999, 52 laser systems were sold compared to 42 system sales over
the comparable period in 1998. The 52 systems sold during the first nine months
of 1999 include 42 system sales to new customers and 10 LaserScan LSX excimer
laser systems sold to existing customers to replace older laser systems. The
latter systems were sold at discounted prices at a positive gross margin, though
at a lower gross margin than sales to new customers. Additional improvements in
refractive products related revenues during the nine months ended September 30,
1999 are attributable to an increase in the level of service contract revenues
and increased revenues generated from our aesthetic product line, which was
acquired in the second quarter of 1998. These increases were slightly offset by
a reduction in revenues generated from miscellaneous part sales for the nine
months ended September 30, 1999 compared to the nine months ended September 30,
1998.

         Net revenues from patent  services for the nine months ended  September
30, 1999 increased approximately $0.6 million, or 79%, to $1.5 million from $0.9
million for the comparable period in 1998, due to increased licensing fees.

         Net  revenues  from health  care  services  for the nine  months  ended
September 30, 1999 decreased approximately $0.2 million, or 44%, to $0.3 million
from $0.5 million for the comparable period in 1998. This decrease was primarily
attributable to a reduction in consulting services provided and was accompanied
by a reduction in expenses of approximately $0.1 million over the nine months
ended September 30, 1998. Such revenue and expense reductions are primarily the
result of staffing reductions instituted during mid-1998 to more closely match
the cost structure of this segment with anticipated revenues going forward.

         Cost of Revenue; Gross Profits. For the nine months ended September 30,
1999 and 1998, gross profit margins were 58% and 68%, respectively. The gross
margin decrease during the nine months ended September 30, 1999 was primarily
attributable to higher raw material costs relating to the LaserScan LSX excimer
laser system of $1.4 million, an increase in manufacturing overhead of $0.3
million, an increase in our inventory obsolescence reserve of $0.7 million, and
an increase of $0.2 million in raw materials relating our aesthetics division,
which was acquired in April 1998.

         Research, Development and Regulatory Expense. Research, development and
regulatory expenses for the nine months ended September 30, 1999 decreased by
$0.2 million, or 9%, to $2.3 million from $2.5 million for the comparable period
in 1998. We continued to develop our keratome systems, excimer laser systems and
continued to pursue protocols in our effort to attain FDA approval. As a result
of a continuation of these efforts plus the anticipated development of new
product ideas, we expect research and development expenses during the remainder
of 1999 to increase over levels incurred during the first three quarters of
1999. Regulatory expenses are expected to increase as a result of our continued
pursuit of FDA approval, protocols added during 1999 related to the potential

                                       14
<PAGE>

use of our laser systems for treatments utilizing the LASIK procedure and the
possible development of additional pre-market approval supplements and future
protocols for submission to the FDA.

         Other   General  and   Administrative   Expenses.   Other  general  and
administrative expenses for the nine months ended September 30, 1999 increased
$4.0 million, or 50%, to $12.1 million from $8.1 million for the comparable
period in 1998. This increase was due to an increase in expenses related to our
refractive products subsidiary of approximately $4.4 million over the comparable
period in 1998. These included enhancements to the customer support and
training, quality assurance, marketing, software development and engineering
departments of $1.8 million, $0.4 million of costs relating to our efforts to
develop our blade manufacturing operation, $0.4 million of higher depreciation
and lease costs (including the second Orlando area facility and larger office
space), $0.3 million of salaries, primarily resulting from staffing additions to
accounting, information systems and human resources departments, and bad debt
expense of $1.2 million, which represented a general increase in reserves. See
"Risk Factors--Financial and Liquidity Risks--If our uncollectible receivables
exceed our reserves we will incur additional unanticipated expenses, and we may
experience difficulty collecting restructured receivables with extended payment
terms." The total increase was partially offset by a $0.1 million reduction in
the expenses of our TFG subsidiary and $0.1 million of expenses related to our
patent services from the comparable period in 1998.

         Selling-Related  Expenses.  Selling-related  expenses  consist of those
items directly related to sales activities, including commissions on sales,
royalty or license fees, warranty expenses, and costs of shipping and
installation. Commissions and royalties, in particular, can vary significantly
from sale to sale or period to period depending on the location and terms of
each sale. Selling-related expenses for the nine months ended September 30, 1999
increased $0.4 million, or 13%, to $3.8 million from $3.4 million during the
comparable period in 1998. This increase was primarily attributable to an $0.8
million expense on warranty estimates being accrued resulting from higher sales
and an increase in the per system estimate to provide annual warranty coverage
from the comparable 1998 period. This increase was partially offset by a $0.4
million decrease in sales commissions. The levels of royalty fees, system
installation and shipping costs were virtually unchanged.

         Amortization of Intangibles. During the nine months ended September 30,
1999, costs relating to the amortization of intangible assets increased by $0.2
million, or 13%, to $1.9 million from $1.7 million for the comparable period in
1998. Items directly related to the amortization of intangible assets are
acquired technologies, patents, license agreements and goodwill.

         Loss From  Operations.  The  operating  loss for the nine months  ended
September 30, 1999 was $10.3 million compared to the operating loss of $5.7
million for the same period in 1998. This increase in the loss from operations
was primarily due to the increase in other general and administrative expenses
related to the sale of our refractive products and the decrease in our gross
profit margin, partially offset by an improvement in the operating gain
generated by our patent services subsidiary.

         Other  Income and Expense.  Interest  and dividend  income for the nine
months ended September 30, 1999 was $0.6 million compared to $0.5 million for
the comparable period in 1998. Interest and dividend income was earned from the
investment of cash and cash equivalents and the collection of long-term
receivables related to laser system sales. Interest expense for the nine months
ended September 30, 1999 was $0.1 million compared to interest expense of $0.7
million for the comparable period in 1998. Interest expense incurred during the
nine months ended September 30, 1999 related primarily to an adjustment to the
fair value of the warrant issued to Foothill Capital Corporation and interest
paid on a capital lease obligation during the first half of 1999. Interest
expense incurred during the nine months ended September 30, 1998 related
primarily to the credit facility established with Foothill on April 1, 1997
which was repaid in full in June 1998. In addition to interest paid on the


                                       15
<PAGE>

outstanding note payable balance, interest expense in 1998 included the
amortization of deferred financing costs, the accretion of the discount on the
note payable, and fees associated with amendments to the original loan
agreement. During the nine months ended September 30, 1998, LaserSight
recognized gains on the sale of subsidiaries and securities of $0.4 million
resulting from the sale of marketable equity securities which were received in
December 1997 in exchange for the sale of two health care subsidiaries.

         Income Taxes. For the nine months ended September 30, 1999,  LaserSight
had no income tax expense while income tax expense of $0.2 million was
recognized during the nine months ended September 30, 1998.  The net expense for
the nine months ended September 30, 1998 is primarily the result of the payment
of Japanese taxes in connection with a licensing transaction.

         Net Loss.  Net loss for the nine months ended  September 30, 1999,  was
$9.8 million compared to a net loss of $5.9 million for the comparable period in
1998. The increase in net loss for the nine months ended September 30, 1999 can
be attributed to the increase in other general and administrative expenses
related to our refractive products operations and the decrease in our gross
profit margin, partially offset by an improvement in the operating gain
generated by our patent services subsidiary.

         Loss  Attributable  to Common  Shareholders.  The loss  attributable to
common shareholders for the nine months ended September 30, 1998 was impacted by
the $1.1 million premium paid on the repurchase of the 525 remaining shares of
Series B Preferred Stock, the accretion of $0.6 million of financing costs
related to such shares, the $0.8 million value of the conversion discount on the
Series C Preferred Stock and Series D Preferred Stock, the impact of the $0.7
million premium paid on the first quarter 1998 repurchase of 351 shares of
Series B Preferred Stock and the accretion of $0.4 million of financing costs
related to such shares. The comparable period in 1999 was not impacted by any
such adjustments.

         Loss Per Share. The loss per basic and diluted share decreased to $0.62
for the nine months ended September 30, 1999, compared to $0.79 for the
comparable period in 1998. Of the basic and diluted losses per share for the
nine months ended September 30, 1998, $0.30 was a result of the value of the
conversion discount on preferred stock in accordance with EITF Topic D-60 and
accretion and dividend requirements on the Series B Preferred Stock. During the
nine months ended September 30, 1999, the weighted average shares of common
stock outstanding increased primarily due to the exercise of options and
warrants and the private placement completed in March 1999.

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1998

         Revenues.  Net revenues for the three months ended  September  30, 1999
increased by $1.6 million, or 32%, to $6.9 million from $5.3 million for the
comparable period in 1998.

         During the three months ended September 30, 1999,  refractive  products
revenues increased $1.3 million, or 27%, to $6.1 million from $4.8 million for
the comparable period in 1998. This revenue increase was primarily the result of
increased sales of its higher priced LaserScan LSX excimer laser system and an
increased level of laser system sales. During the three months ended September
30, 1999, excimer laser system sales accounted for approximately $5.7 million in
revenues compared to $4.5 million in revenues over the same period in 1998.
During the three months ended September 30, 1999 and 1998, respectively,
LaserScan LSX system sales accounted for 100% and 92%, respectively, of total
excimer laser system sales. During the three months ended September 30, 1999, 19
laser systems were sold compared to 13 system sales over the comparable period
in 1998. The 19 systems classified as sales in the third quarter of 1999 include
16 system sales to new customers and three LaserScan LSX excimer laser systems
sold to existing customers to replace older laser systems. The latter systems
were sold at discounted prices at a positive gross margin, though at a lower

                                       16
<PAGE>

gross margin than sales to new customers. Additional improvements in refractive
products related revenues during the three months ended September 30, 1999
compared to the third quarter of 1998 are attributable to an increase in the
level of service contract revenues and revenues generated from the introduction
of our blade products in July 1999, partially offset by a reduction in revenues
associated with our aesthetic product line and miscellaneous part sales.

         Net revenues from patent  services for the three months ended September
30, 1999 increased approximately $0.5 million, or 156%, to $0.8 million from
$0.3 million for the comparable period in 1998, due to increased licensing fees.

         Net  revenues  from health care  services  for the three  months  ended
September 30, 1999 decreased approximately $60,000, or 43%, to $80,000 from
$140,000 for the comparable period in 1998. This decrease was primarily
attributable to a reduction in consulting services provided. Decreased revenues
have resulted in staffing reductions since mid-1998 to more closely match the
cost structure of this segment with anticipated revenues going forward. During
the third quarter of 1999, two senior level consultants were added with the
expectation that they will generate additional revenues and improved operating
results for the health care services segment.

         Cost of Revenue;  Gross Profits.  For the three months ended  September
30, 1999 and 1998, gross profit margins were 60% and 71%, respectively. The
gross margin decrease during the three months ended September 30, 1999 was
primarily attributable to higher raw material costs relating to the LaserScan
LSX excimer laser system of $0.8 million, an increase in manufacturing overhead
of $0.2 million and an increase in our inventory obsolescence reserve of $0.3
million.

         Research, Development and Regulatory Expense. Research, development and
regulatory expenses for the three months ended September 30, 1999 decreased by
$0.1 million, or 17%, to $0.8 million from $0.9 million for the comparable
period in 1998. We continued to develop our keratome systems, excimer laser
systems and continued to pursue protocols in our effort to attain FDA approval.
As a result of a continuation of these efforts plus the anticipated development
of new product ideas, we expect research and development expenses during the
fourth quarter of 1999 to increase over levels incurred during the first three
quarters of 1999. Regulatory expenses are expected to increase as a result of
our continued pursuit of FDA approval, protocols added during 1999 related to
the potential use of our laser systems for treatments utilizing the LASIK
procedure and the possible development of additional pre-market approval
supplements and future protocols for submission to the FDA.

         Other   General  and   Administrative   Expenses.   Other  general  and
administrative expenses for the three months ended September 30, 1999 increased
$1.1 million, or 34%, to $4.3 million from $3.2 million for the comparable
period in 1998. This increase was due to an increase in expenses incurred at our
refractive products subsidiary of approximately $1.2 million over the comparable
period in 1998. These included enhancements to the customer support and
training, quality assurance, marketing, software development, manufacturing and
engineering departments of $0.6 million, higher depreciation and lease costs
(including the second Orlando area facility and larger office space) of $0.1
million, $0.1 million of salaries, primarily resulting from staffing additions
to accounting, information systems and human resources departments and $0.4
million of bad debt expense, which represented a general increase in reserves.
See "Risk Factors--Financial and Liquidity Risks--If our uncollectible
receivables exceed our reserves we will incur additional unanticipated expenses,
and we may experience difficulty collecting restructured receivables with
extended payment terms."

         Selling-Related  Expenses.  Selling-related  expenses  consist of those
items directly related to sales activities, including commissions on sales,
royalty or license fees, warranty expenses, and costs of shipping and
installation. Commissions and royalties, in particular, can vary significantly

                                       17
<PAGE>

from sale to sale or period to period depending on the location and terms of
each sale. Selling-related expenses for the three months ended September 30,
1999 increased $0.2 million, or 15%, to $1.6 million from $1.4 million during
the comparable period in 1998. This increase was primarily attributable to a
$0.5 million expense on warranty estimates being accrued resulting from higher
sales and an increase in the per system estimate to provide annual warranty
coverage from the third quarter of 1998. This increase was partially offset by a
$0.3 million decrease in sales commissions.

         Amortization  of  Intangibles.  During the three months ended September
30, 1999, costs relating to the amortization of intangible assets increased by
$0.1 million, or 17%, to $0.6 million from $0.5 million for the comparable
period in 1998. Items directly related to the amortization of intangible assets
are acquired technologies, patents, license agreements and goodwill.

         Loss From  Operations.  The  operating  loss for the three months ended
September 30, 1999 was $3.2 million compared to the operating loss of $2.4
million for the same period in 1998. This increase in the loss from operations
was primarily due to the increase in other general and administrative expenses
related to the sale of our refractive products and the decrease in our gross
profit margin, partially offset by an improvement in the operating gain
generated by our patent services subsidiary.

         Other  Income and Expense.  Interest and dividend  income for the three
months ended September 30, 1999 was $0.2 million, approximately the same as for
the comparable period in 1998. Interest and dividend income was earned from the
investment of cash and cash equivalents and the collection of long-term
receivables related to laser system sales. Interest expense for the three months
ended September 30, 1999 and 1998 was not material.

         Income Taxes.  For the three months ended September 30, 1999 and 1998,
LaserSight had no income tax expense.

         Net Loss.  Net loss for the three months ended  September 30, 1999, was
$3.0 million compared to a net loss of $2.1 million for the comparable period in
1998. The increase in net loss for the three months ended September 30, 1999 can
be attributed to the increase in other general and administrative expenses
related to our refractive products operations and the decrease in our gross
profit margin, partially offset by an improvement in the operating gain
generated by our patent services subsidiary.

         Loss Per Share.  The loss per basic and diluted share was $0.17 for the
three months ended September 30, 1999 and the comparable period in 1998. During
the three months ended September 30, 1999, the weighted average shares of common
stock outstanding increased primarily due to the exercise of options and
warrants.

LIQUIDITY AND CAPITAL RESOURCES

         Our  principal  sources of funds have  historically  been from sales of
preferred stock and common stock, sales of subsidiaries and patent rights and,
to a lesser extent, our operating cash flows. We issued securities totaling
approximately $14.8 million in 1997, $15.8 million in 1998 and $8.9 million in
the first nine months of 1999, and received proceeds from the exercise of stock
options and warrants of approximately $98,000 in 1997, $0.5 million in 1998 and
$9.6 million in the first nine months of 1999. In addition, we sold subsidiaries
and various patent rights, resulting in proceeds to us of approximately $10.5
million in 1997 and $12.7 million in 1998. We have principally used these
capital resources to fund operating losses, working capital requirements,
capital expenditures, acquisitions and retirement of debt. At September 30,
1999, we had an accumulated deficit of $33.5 million.

         We entered  into a $2.5  million  revolving  credit  facility  with The

                                       18
<PAGE>

Huntington National Bank in June 1999. We may borrow amounts under this credit
facility at an annual rate equal to 0.5% above the prime rate for short-term
working capital needs or for such other purposes as may be approved by
Huntington. The credit agreement with Huntington expires on June 30, 2000 and
requires us to maintain a specified liquidity level and tangible net worth
levels. At September 30, 1999, we had no outstanding borrowings under this
credit facility.

         Our  working  capital  increased  $9.9  million  from $14.9  million at
December 31, 1998 to $24.8 million as of September 30, 1999. This increase in
working capital resulted primarily from the March 1999 private placement of
common stock and warrants for gross proceeds of $8.9 million and the aggregate
exercise price of $9.6 million received upon the exercise of stock options and
warrants, offset primarily by cash used in operating activities of $7.7 million.

         Operating  activities  used net cash of $7.7  million  during the first
nine months of 1999, compared to $9.7 million of net cash used during the same
period in 1998, and $14.3 million during the year ended December 31, 1998. We
expect to incur a loss and a deficit in cash flow from operations for the fourth
quarter of 1999 and the first quarter of 2000. There can be no assurance that we
can regain or sustain profitability or positive operating cash flow in any
subsequent fiscal period. Net cash used in investing activities of $0.5 million
during the first nine months of 1999 can be attributed primarily to the purchase
of furniture, equipment and leasehold improvements. As of September 30, 1999, we
had no material commitments for capital expenditures. Net cash provided from
financing activities during the first nine months of 1999 of $18.5 million
resulted from the issuance of 2,250,000 shares of common stock and 225,000
warrants in a private placement to six investors for gross proceeds of $8.9
million (including $2.0 million each from TLC and Pequot Funds) and from the
aggregate exercise price of $9.6 million received upon the exercise of stock
options and warrants.

         We believe  that our  existing  balances of cash and cash  equivalents,
together with our cash flows from operations, should be sufficient to fund our
anticipated working capital requirements for the next 12 months in accordance
with our current business plan. Our belief regarding future working capital
requirements is based on various factors and assumptions including the
commercial acceptance of our UltraEdge(TM) keratome blades, UniShaper(TM)
single-use keratomes, LaserScan LSX excimer laser system and UltraShaper(TM)
durable keratomes, the anticipated timely collection of receivables, and the
absence of unanticipated product development and marketing costs. These factors
and assumptions are subject to certain contingencies and uncertainties, some of
which are beyond our control. Similarly, our long-term liquidity will be
dependent on the successful entrance into the U.S. market with our laser
systems, the successful entrance into U.S. and international markets of our
keratome products, and our ability to collect our receivables on a timely basis.
We may seek additional debt or equity financing in the future to implement our
business plan or any changes thereto in response to future developments or
unanticipated contingencies. Other than the $2.5 million credit facility signed
in June 1999 with The Huntington National Bank, we currently do not have any
commitments for additional financing.

         CUSTOMER PAYMENT TERMS

         Our sales have  historically  been and are  expected  to continue to be
denominated in U.S. dollars. The EU's conversion to a common currency, the Euro,
is not expected to have a material impact on our pricing, financial condition or
results of operations.

         Laser system sales in international  markets are generally to hospitals
or established and licensed ophthalmologists. Unless a letter of credit or other
acceptable security has been obtained, a significant down payment or deposit is
generally required at or before installation, and we maintain regular contact
with customers as routine maintenance work must be provided by LaserSight
personnel or our distributors. Maintenance services can be withheld should


                                       19
<PAGE>

payment terms not be met. At September 30, 1999, we were the payee on letters of
credit with foreign financial institutions aggregating approximately $1.3
million (compared to approximately $2.5 million at December 31, 1998).

         On occasion,  it is necessary to meet a competitor's more liberal terms
of payment. In those and other cases, we may provide term financing. Our
internally-financed sales with repayment periods exceeding 18 months (measured
from the installation date) decreased from 13 systems in both 1996 and 1997, to
10 systems in 1998 and consisted of three systems during the nine months ended
September 30, 1999. There can be no assurance as to the terms or amount of
third-party financing, if any, that our customers may obtain in the future. In
our experience, sales of major capital equipment such as excimer laser systems
in certain areas, including much of South and Central America, often require
payment terms ranging from 12 to 24 months. See "Risk Factors--Financial and
Liquidity Risks--If our uncollectible receivables exceed our reserves we will
incur additional unanticipated expenses, and we may experience difficulty
collecting restructured receivables with extended payment terms."

         We expect to benefit from the favorable  payment terms  associated with
keratome products. Direct sales will be handled with payment in cash or by
credit card at time of shipment of product. Distributor orders will be secured
with letters of credit, prepayment, or up to 30-day terms. The relatively low
product price and the prospect of repeat orders necessitates such payment terms,
rather than extended terms often offered for higher cost capital equipment.

       YEAR 2000 COMPLIANCE

         As many computer  systems,  software  programs and other equipment with
embedded chips or processors use only two digits rather than four to define the
applicable year, they may be unable to process accurately certain data, during
or after the year 2000. As a result, LaserSight as well as other business and
governmental entities are at risk for possible miscalculations or systems
failures which could cause material disruptions in business operations. This is
commonly known as the Year 2000 ("Y2K") issue. The Y2K issue concerns not only
information systems and technology used by LaserSight, but also concerns third
parties, such as our customers, vendors and distributors, using information
systems and technology that may interact with or affect our operations.

         We have  implemented  a Y2K  readiness  program  with the  objective of
having all of our significant information systems and technology functioning
properly with respect to Y2K before January 1, 2000. We have developed a
comprehensive plan to assess the actual and potential Y2K impact on our
operations, both in information technology ("IT") areas and non-information
technology ("Non-IT") areas, as well as our product offerings. Our assessment
included our manufacturing and operating systems and the readiness of vendors
and other third parties upon whom we rely.

         IT Systems.  Our IT systems are microcomputer-based and consist of
         standard software purchased from outside vendors. All software has been
         identified and assessed to determine the extent of modification
         required in order to be Y2K compliant. We believe our hardware and
         software, except the financial and accounting software described below,
         has been made Y2K compliant through vendor-provided updates or
         replacement with other Y2K compliant hardware and software. We, as has
         been planned for some time, are also replacing our financial and
         accounting software, and expect to have the new software implemented in
         November 1999. The vendors of our financial and accounting software
         have represented to us that the software is Y2K compliant. Our IT
         inventory related to Y2K compliance is substantially complete, the
         remediation assessment of problem areas is substantially complete, an0
         testing, including validation of compliance, is substantially complete.

                                       20
<PAGE>

         Non-IT Systems.  For our Non-IT systems, we have identified third
         parties with which we have a significant relationship that, in the
         event of a Y2K failure, could have a material impact on our
         business, financial condition or results of operations.  The third
         parties include utility suppliers, material and supply vendors,
         communication vendors and our significant distributors. Some of these
         relationships, especially those associated with certain suppliers, are
         material to us and a Y2K failure by one or more of these parties could
         have a material adverse effect on our business, financial condition and
         results of operations.  We are corresponding with these business
         partners and service providers to assess their ability to support our
         operations with respect to each of their Y2K issues. The issues that
         are identified as part of this process are being prioritized in order
         of significance to our operations and we will take corrective action as
         appropriate.  We have contacted all of our significant vendors,
         business partners and service providers.  We have received and assessed
         responses from over 95% of such persons, and are continuing to monitor
         the Y2K compliance of critical vendors, business partners and service
         providers on an ongoing basis.

         Products.  We believe our current  production  model, the LaserScan LSX
         excimer laser system, will not suffer Y2K problems as all applicable
         components and the software have been validated and tested. Older
         models, generally manufactured in the first half of 1998 and earlier,
         may require upgraded software and/or hardware in order to function. We
         are notifying affected users and generally offer such upgrades at
         additional cost to the user. Such upgrades are currently available and,
         in addition to resolving potential Y2K problems, also provide for more
         efficient system performance.

      We have developed  contingency  plans for Y2K issues which,  if not timely
resolved, could have a significant impact on our operations. These plans are
intended to minimize the impact of failure to achieve Y2K compliance. Such
contingency plans are substantially complete although we will continue to
monitor our plans as a result of future events and circumstances.

      We estimate the costs to address Y2K issues will total $125,000,  of which
approximately $90,000 has been incurred to date. Such costs will be expensed as
incurred, and will exclude the costs of our new financial and accounting
software. Y2K compliance related costs are estimated to be 50% of our total IT
expense budget through the end of 1999. No material IT projects are expected to
be delayed. The costs and time necessary to complete the Y2K modification and
testing processes are based on our best estimates, which were derived utilizing
numerous assumptions of future events including the continued availability of
certain resources, third party modification plans and other factors. Our Y2K
readiness program is an ongoing process and the estimates of costs and
completion dates for various components of the Y2K readiness program described
above are subject to change.

                                       21

<PAGE>


RISK FACTORS AND UNCERTAINTIES

The business,  results or operations  and financial  condition of LaserSight and
the market price of it's Common Stock may be adversely affected by a variety of
factors, including the factors listed below:

Industry and Competitive Risks

         WE CANNOT ASSURE YOU THAT OUR LASERSCAN LSX LASER SYSTEM WILL ACHIEVE
MARKET ACCEPTANCE IN THE U.S.

         We only recently received, the Food & Drug Administration  approval
necessary for the commercial sale of our LaserScan LSX excimer laser system in
the U.S. and expect our first commercial shipments to U.S. customers to occur
during the first quarter of 2000. Our previous experience marketing and selling
our LaserScan LSX excimer laser system in the U.S. has been limited to sales to
refractive surgeons participating in our FDA clinical trials. We continue to
consider strategic marketing alliances and licensing arrangements to assist us
in marketing our products. We can not provide assurance as to the terms, timing
or occurrence of such alliances or arrangements.

         THE VISION CORRECTION INDUSTRY CURRENTLY CONSISTS OF A FEW ESTABLISHED
PROVIDERS WITH SIGNIFICANT MARKET SHARES AND WE MAY ENCOUNTER DIFFICULTIES
COMPETING IN THIS HIGHLY COMPETITIVE VISION CORRECTION INDUSTRY.

         The  vision  correction  industry  is subject  to  intense,  increasing
competition, and we do not know if we will be able to compete successfully
against our current and future competitors. Many of our competitors have
established products, distribution capabilities and customer service networks in
the U.S. marketplace, are substantially larger and have greater brand
recognition and greater financial and other resources than we do. VISX,
Incorporated, the current industry leader for excimer laser system sales in the
U.S., sold laser systems which performed a significant majority of the laser
vision correction procedures performed in the U.S. in 1998. Similarly, Bausch &
Lomb sold a significant majority of the keratomes used by refractive surgeons in
the U.S. in 1998.  Two of our other competitors, Summit Technology, Inc. and
Autonomous Technology Corporation, merged in April 1999. The merger resulted in
a combined entity with enhanced market presence, technology base and
distribution capabilities and provided Summit with a narrow beam laser
technology platform which will enable Summit to compete more directly with our
narrow beam LaserScan LSX excimer laser system.  In addition, as a result of the
merger, the combined entity will be able to sell narrow beam laser systems under
a royalty-free license to certain VISX patents.

         MANY OF OUR COMPETITORS RECEIVED EARLIER REGULATORY APPROVALS
THAN US AND MAY HAVE A COMPETITIVE ADVANTAGE OVER US DUE TO THE SUBSEQUENT
EXPANSION OF THEIR REGULATORY APPROVALS AND THEIR SUBSTANTIAL EXPERIENCE IN THE
U.S. MARKET.

         We received the FDA approval necessary for the commercial sale of our
LaserScan LSX excimer laser system in the U.S. in November 1999, and expect our
first commercial shipments to customers in the U.S. to occur during the first
quarter of 2000.  Our direct competitors include large corporations such as VISX
and Summit, each of whom received FDA approval of excimer laser systems more
than three years ago and has substantial experience manufacturing, marketing and
servicing laser systems in the U.S.  In addition to VISX, Summit, and Nidek
which have already received approval to sell their laser systems in the U.S.,
Bausch & Lomb is expected to obtain FDA approval for their laser system in the
near future.

                                       22
<PAGE>
         In the U.S., a manufacturer of excimer laser vision correction
systems gains a competitive advantage by having its systems approved by the FDA
for a wider range of treatments. Initial FDA approvals of excimer laser vision
correction systems historically have been limited to PRK treatment of low to
moderate nearsightedness, with additional approvals for other and broader
treatments granted only as a result of subsequent FDA applications and clinical
trials. Our LaserScan LSX is currently approved only for the PRK treatment of
low to moderate nearsightedness (up to -6.0 diopters) without astigmatism using
a pulse repetition rate of 100 Hz, and its use for the treatment of higher
levels of nearsightedness (up to -10.0 diopters) is allowed only if the
refractive surgeon deems it to be reasonable.  Currently, excimer laser vision
correction systems manufactured by VISX, Summit and Nidek have been approved for
higher levels of nearsightedness than  the LaserScan LSX and are also approved
for the treatment of nearsightedness with astigmatism for which the LaserScan
LSX currently does not have approval. The VISX and Summit excimer laser systems
are also approved for the treatment of moderate farsightedness. Although we have
submitted applications to the FDA for approval for the treatment of
nearsightedness with astigmatism and we expect to file a PMA supplement in the
near future which would permit our laser systems sold to customers in the U.S.
to operate at a 200 Hz pulse rate, if the FDA does not approve our pending and
expected applications in a timely manner or at all, our ability to compete
effectively in the U.S. may be severely impaired.

         Summit's Apex Plus Excimer Laser Workstation recently received FDA
approval for the LASIK treatment of nearsightedness with or without
astigmatism.  The approval is for the correction of myopia in the range of 0D to
-14.0D with or without astigmatism in the range of -0.5D to -5.0D.  The Summit
laser system is currently the only laser system commercially available in the
U.S. with FDA approval for use in LASIK.  Laser systems manufactured by other
companies approved by FDA for PRK, including VISX, Nidek, and LaserSight, are
routinely used off-label to perform LASIK.  A physician may decide, as part of
the practice of medicine, to use a medical device outside of its FDA-approval
indications for an unapproved or "off-label" use.  Prior to Summit's approval,
all LASIK procedures performed in the U.S. with commercially available lasers
were performed as the practice of medicine.  Summit's receipt of LASIK-specific
FDA regulatory approval could be a significant competitive advantage which could
impede our ability to successfully introduce our LaserScan LSX system in the
United States or discourage physicians from using our or other manufacturers'
lasers off-label.  Our failure to successfully effect our product introduction
in a timely manner could have a material adverse effect on our business,
financial condition and results of operations.

          We have  developed both a single use,  disposable  keratome  product,
the UniShaper, formerly known as the A*D*K (TM), and a multiple use durable
keratome product, the UltraShaper. The keratome is a surgical instrument used
during LASIK procedures to produce a corneal flap for this procedure. Based on
reports of industry analysts and our observations, we believe that during 1998,
LASIK captured a majority of refractive laser surgery cases and has emerged as
many surgeon's and patient's choice for laser refractive surgery both in the
U.S. and internationally. FDA clearance for keratome systems is significantly
simpler than the approval process for laser systems and generally takes 90 days
or less.We have received FDA clearance on the UniShaper and, based our
interactions with the FDA, believe it is reasonable to expect clearance on the
UltraShaper in the fourth quarter of 1999. However, we can not be certain as to
the receipt or the timing of receipt of such clearance. The use of our keratome
products is not required to perform LASIK procedures.

         All of our principal  competitors in the keratome  business,  including
current market leader Bausch & Lomb, received FDA clearance prior to the
commercialization of our keratome products and have substantial experience
marketing their keratome products. The established market presence in the U.S.
of previously-approved laser systems and keratome products, as well as the entry
of new competitors into the market upon receipt of new or expanded regulatory
approvals, could impede our ability to successfully introduce our LaserScan LSX


                                       23
<PAGE>

system in the U.S. and our keratome products worldwide and may have a material
adverse effect on our business, financial condition and results of operations.

         WE CANNOT ASSURE YOU THAT OUR KERATOME PRODUCTS WILL ACHIEVE MARKET
ACCEPTANCE, AND WE ARE SIGNIFICANTLY DEPENDENT UPON OUR MARKETING ALLIANCE WITH
BECTON DICKINSON WITH RESPECT TO SALES OF OUR KERATOME PRODUCTS.

         We began to roll out our  MicroShape  family of keratome  products only
recently with the commercial launch of our UltraEdge keratome blades in July
1999 and anticipate the first shipments of our UniShaper single-use keratomes
and control consoles before the end of 1999. Keratomes are surgical devices used
to create a corneal flap immediately prior to LASIK laser vision correction
procedures. We anticipate the commercial launch of our UltraShaper durable
keratomes in late 1999 or the first quarter of 2000 after completion of clinical
testing and the validation and receipt of necessary FDA clearance. We cannot
assure as to the timing of receipt of FDA clearance, if at all, or that there
will not be unanticipated delays in the launch of our UltraShaper durable
keratome. Our UniShaper single-use keratome is the first disposable keratome
product to be commercially marketed, and we cannot assure you that refractive
surgeons, including in particular refractive surgeons who perform a large volume
of LASIK procedures, will accept our UniShaper product as a replacement for or a
supplement to the durable keratomes traditionally used to create corneal flaps.
Our UltraShaper durable keratome incorporates the features found in the
Automated Corneal Shaper keratome previously marketed by Bausch & Lomb with new
enhancements and features. However, Bausch & Lomb has not aggressively marketed
or serviced the ACS since 1997 when we licensed the rights to commercially
market keratomes based on the same technology and has successfully transitioned
a large number of refractive surgeons from the ACS to its Hansatome durable
keratome product. We believe that many refractive surgeons learned to perform
the LASIK procedure using the ACS and prefer that surgical technique, which is
also used to operate our UltraShaper durable keratome, to that required to
operate the Hansatome keratome product. However, we cannot assure you that we
will be successful in achieving broad market acceptance of our UltraShaper
durable keratome or our other keratome products.

         Successful  implementation  of our keratome  product sales  strategy is
significantly dependent upon our marketing alliance with Becton Dickinson.
Pursuant to our October 1999 distribution agreement, Becton Dickinson will be,
subject to limited exceptions, the exclusive distributor of our keratomes and
keratome related products in the U.S., the U.K., Ireland and Japan, and will
have a non-exclusive right to distribute kits including keratome products in
other countries. While our distribution agreement with Becton Dickinson has a
five year term, it is subject to early termination in certain circumstances,
including if Becton Dickinson does not achieve minimum sales levels. If we
cannot successfully market and sell our keratome products or our marketing
alliance with Becton Dickinson fails to benefit us as expected, we may not be
able to execute our business plan, which would have a material adverse effect on
our business, financial condition and results of operations. See "--Company and
Business Risks -- Required minimum payments under our UniShaper license
agreement may exceed our gross profits from sales of our UniShaper product."

                                       24
<PAGE>


         BECAUSE THE SALE OF OUR PRODUCTS IS DEPENDENT ON CONTINUED MARKET
ACCEPTANCE OF LASER-BASED REFRACTIVE EYE SURGERY USING THE LASIK PROCEDURE, THE
LACK OF BROAD MARKET ACCEPTANCE WOULD HURT OUR BUSINESS.

         We  believe  that  whether  we achieve  profitability  and growth  will
depend, in part, upon continued acceptance of laser vision correction using the
LASIK procedure in the U.S. and other countries. We cannot be certain that laser
vision correction will continue to be accepted by either the refractive surgeons
or the public at large as an alternative to existing methods of treating
refractive vision disorders. The acceptance of laser vision correction and,
specifically, the LASIK procedure may be adversely affected by:

         o    possible concerns relating to safety and efficacy, including
              the predictability and stability of results;
         o    the public's general resistance to surgery;
         o    the effectiveness and lower cost of alternative methods of
              correcting refractive vision disorders;
         o    the lack of long-term follow-up data;
         o    the possibility of unknown side effects;
         o    the cost of the procedure;
         o    the lack of third-party reimbursement for the procedures; and
         o    possible  future  unfavorable   publicity   involving  patient
              outcomes from the use of laser vision correction.

         Unfavorable side effects and potential  complications  which may result
from the use of laser vision correction systems manufactured by any manufacturer
may broadly affect market acceptance of laser-based vision correction surgery.
Potential patients may not distinguish between our scanning narrow beam
technology and the laser technology incorporated by our competitors in their
laser systems, and customers may not differentiate laser systems and procedures
that have not received FDA approval from FDA-approved systems. Any adverse
consequences resulting from procedures performed with a competitor's systems or
an unapproved laser system could adversely affect consumer acceptance of laser
vision correction in general. In addition, because laser vision correction is an
elective procedure which is not typically covered by insurance and which
involves more significant immediate expense than eyeglasses or contact lenses,
adverse changes in the U.S. or international economy may cause consumers to
reassess their spending choices and to select lower-cost alternatives for their
vision correction needs. Any such shift in spending patterns could reduce the
volume of LASIK procedures performed which would, in turn, reduce our revenues
from per procedure fees and sales of single-use products such as our UniShaper
keratome and our UltraEdge keratome blades.

         The failure of laser  vision  correction  to achieve  continued  market
acceptance could have a material adverse effect on our business prospects. Even
if laser vision correction achieves and sustains market acceptance, sales of our
keratome products could be adversely impacted if a laser procedure which does
not require the creation of a corneal flap were to emerge as the procedure of
choice.

         NEW PRODUCTS OR TECHNOLOGIES COULD ERODE DEMAND OF OUR PRODUCTS OR
MAKE THEM OBSOLETE, AND OUR BUSINESS COULD BE HARMED IF WE CANNOT KEEP PACE WITH
ADVANCES IN TECHNOLOGY.

         In addition to competing with  eyeglasses and contact  lenses,  excimer
laser vision correction competes or may compete with newer technologies such as
intraocular lenses, corneal rings and surgical techniques using different or
more advanced types of lasers. Two products that may become competitive within
the near term are intraocular lenses, which are pending FDA approval, and
corneal rings, which were recently approved by the FDA. Both of these procedures
involve lens implants, and their ultimate market acceptance is unknown at this

                                       25
<PAGE>

time. To the extent that any of these or other new technologies are perceived to
be clinically superior or economically more attractive than currently marketed
excimer laser vision correction procedures or techniques, they could erode
demand for our excimer laser and keratome products, cause a reduction in selling
prices of such products or render such products obsolete. In addition, if one or
more competing technologies achieve broader market acceptance or render laser
vision correction procedures obsolete, it would have a material adverse effect
on our business, financial condition and results of operations.

         As is typical in the case of new and rapidly evolving  industries,  the
demand and market for recently-introduced products and technologies is
uncertain, and we cannot be certain that our LaserScan LSX laser system,
UniShaper single-use keratome, UltraShaper durable keratome, UltraEdge keratome
blades or future new products and enhancements will be accepted in the
marketplace. In addition, announcements or the anticipation of announcements of
new products, whether for sale in the near future or at some later date, may
cause customers to defer purchasing our existing products.

         If we cannot  adapt to changing  technologies,  our products may become
obsolete, and our business could suffer. Because the refractive vision
correction market is characterized by rapid technological change, we may be
unable to anticipate changes in our current and potential customers'
requirements that could make our existing technology obsolete. Our success will
depend, in part, on our ability to continue to enhance our existing products,
develop new technology that addresses the increasingly sophisticated needs of
our customers, license leading technologies and respond to technological
advances and emerging industry standards and practices on a timely and
cost-effective basis. The development of our proprietary technology entails
significant technical and business risks. We may not be successful in using new
technologies effectively or adapting our proprietary technology to evolving
customer requirements or emerging industry standards.

Company and Business Risks

         WE WILL BE REQUIRED TO SIGNIFICANTLY EXPAND OUR U.S. MANUFACURING
OPERATIONS TO MEET OUR BUSINESS PLAN AND MUST COMPLY WITH STRINGENT REGULATION
OF OUR MANUFACTURING OPERATIONS.

         We intend to  manufacture  our  LaserScan LSX laser systems for sale in
the U.S. at our manufacturing facility in Winter Park, Florida, and to continue
to manufacture our laser systems for sale in international markets at our
manufacturing facility in Costa Rica. We have only limited experience
manufacturing laser systems at our Florida facility. We cannot assure you that
we will not encounter difficulties in scaling up production of our laser systems
at our Florida facility, including problems involving production delays, quality
control or assurance, component supply and lack of qualified personnel. In
addition, we may move our U.S. manufacturing operations to another location in
Winter Park, Florida leased by us, which could result in unanticipated problems
and production delays.

         Any  products  manufactured  or  distributed  by  us  pursuant  to  FDA
clearances or approvals are subject to extensive regulation by the FDA,
including recordkeeping requirements and reporting of adverse experience with
the use of the product. Our manufacturing facilities are subject to periodic
inspection by the FDA, certain state agencies and international regulatory
agencies. We require that our key suppliers comply with recognized standards as
well as our own quality standards, and regularly test the components and
sub-assemblies supplied to us. Any failure by us or our suppliers to comply with
applicable regulatory requirements, including the FDA's Good Manufacturing
Practice, or QSR/GMP, regulations, could cause production and distribution of
our products to be delayed or prohibited, either of which could have a material
adverse effect on our business, financial condition and results of operations.

                                       26
<PAGE>

         REQUIRED MINIMUM PAYMENTS UNDER OUR UNISHAPER LICENSE AGREEMENT MAY
EXCEED OUR GROSS PROFITS FROM SALES OF OUR UNISHAPER PRODUCT.

         In  addition  to the risk that the  UniShaper  single-use  keratome  or
UltraShaper durable keratome will not be accepted in the marketplace, we are
required to make certain minimum payments to the licensors under our keratome
limited exclusive license agreement. Under this agreement, we are required to
provide an excimer laser system and pay a total of $300,000 in two equal
installments due six and 12 months after the date of our acceptance of the
production molds. We provided the laser system to the licensor during the
quarter ended June 30, 1998, and our acceptance of the molds will be upon
quality inspection of the first batch of product manufactured for commercial
shipment to our specifications. We anticipate that commercial shipments of our
UniShaper single-use keratome will commence in November or December 1999. In
addition, beginning seven months after the first commercial shipment, we will be
required to make royalty payments equal to 50% of our defined gross profits from
the sale of our UniShaper and UltraShaper keratomes, with a minimum royalty of
$400,000 per calendar quarter for a period of eight quarters. As a result of our
obligations under this license arrangement, the minimum royalty payments we are
required to make to the licensor may exceed our gross profits from sales of our
UniShaper and UltraShaper keratomes. We are currently seeking to restructure
this arrangement, but we can provide no assurance this effort will be
successful.

         OUR FAILURE TO TIMELY OBTAIN OR EXPAND REGULATORY APPROVALS FOR
PRODUCTS AND TO COMPLY WITH REGULATORY REQUIREMENTS COULD ADVERSELY AFFECT OUR
BUSINESS.

         Our excimer laser  systems and keratome  products are subject to strict
governmental regulations which materially affect our ability to manufacture and
market these products and directly impact our overall business prospects. FDA
regulations impose design and performance standards, labeling and reporting
requirements, and submission conditions in advance of marketing for all medical
laser products in the U.S. New product introductions, expanded treatment types
and levels for approved products, and significant design or manufacturing
modifications require a premarket clearance or approval by the FDA prior to
commercialization in the U.S. The FDA approval process, which is lengthy and
uncertain, requires underlying clinical studies and substantial commitments of
financial and management resources. Failure to obtain or maintain regulatory
approvals and clearances in the U.S. and other countries, or significant delays
in obtaining these approvals and clearances, could prevent us from marketing our
products for either approved or expanded indications or treatments, which could
substantially decrease our future revenues. Additionally, product and procedure
labeling and all forms of promotional activities are subject to examination by
the FDA, and current FDA enforcement policy prohibits the marketing by
manufacturers of approved medical devices for unapproved uses. Noncompliance
with these requirements may result in warning letters, fines, injunctions,
recall or seizure of products, suspension of manufacturing, denial or withdrawal
of PMAs, and criminal prosecution. Laser products marketed in foreign countries
are often subject to local laws governing health product development processes,
which may impose additional costs for overseas product development. Future
legislative or administrative requirements, in the U.S. or elsewhere, may
adversely affect our ability to obtain or retain regulatory approval for our
products. The failure to obtain required or expanded approvals on a timely basis
could have a material adverse effect on our business, financial condition and
results of operations.

         OUR BUSINESS DEPENDS ON OUR INTELLECTUAL PROPERTY RIGHTS, AND IF WE ARE
UNABLE TO PROTECT THEM, OUR COMPETITIVE POSITION MAY BE ADVERSELY AFFECTED.

         Our  business  plan  is  predicated  on  our  proprietary  systems  and
technology, including our scanning narrow beam laser systems. We protect our
proprietary rights through a combination of patent, trademark, trade secret and
copyright law, confidentiality agreements and technical measures. We generally

                                       27
<PAGE>

enter into non-disclosure agreements with our employees and consultants and
limit access to our trade secrets and technology. We cannot assure you that the
steps we have taken will prevent misappropriation of our intellectual property.
Misappropriation of our intellectual property would have a material adverse
effect on our competitive position. In addition, we may have to engage in
litigation or other legal proceedings in the future to enforce or protect our
intellectual property rights or to defend against claims of invalidity. These
legal proceedings may consume considerable resources, including management time
and attention, which would be diverted from the operation of our business, and
the outcome of any such legal proceeding is inherently uncertain.

         PATENT INFRINGEMENT ALLEGATIONS MAY IMPAIR OUR ABILITY TO MANUFACTURE
AND MARKET OUR PRODUCTS.

         There are a number of U.S.  and foreign  patents  covering  methods and
apparatus for performing corneal surgery that we do not own or have the right to
use. If we were found to infringe a patent in a particular market, LaserSight
and its customers may be enjoined from making, using and selling that product in
the market and be liable for damages for any past infringement of such rights.
In order to continue using such rights, we would be required to obtain a
license, which may require us to make royalty, per procedure or other fee
payments. We cannot be certain if we or our customers will be successful in
securing licenses, or that if we obtain licenses, such licenses will be on
acceptable terms. Alternatively, we might be required to redesign the infringing
aspects of these products. Any redesign efforts that we undertake could be
expensive and might require regulatory review. Furthermore, the redesign efforts
could delay the reintroduction of these products into certain markets, or may be
so significant as to be impractical. If redesign efforts were impractical, we
could be prevented from manufacturing and selling the infringing products, which
would have a material adverse effect on our business, financial and results of
operations.

         While we are not currently  involved in any material patent litigation,
we have been the subject of patent infringement allegations in the past and such
allegations are common in our industry. In 1992, Summit and Visx formed a U.S.
partnership, Pillar Point Partners, to pool certain of their patents related to
corneal sculpting technologies. As part of their agreement to dissolve Pillar
Point in June 1998, Summit and Visx granted each other a worldwide, royalty free
cross-license whereby each party will have full rights to license all existing
patents owned by either company relating to laser vision correction for use with
their systems. In connection with our March 1996 settlement of litigation with
Pillar Point regarding alleged infringement by our lasers of certain U.S.
patents, we agreed to notify Pillar Point before we begin manufacturing or
selling our laser systems in the U.S. While we are not contractually obligated
to anyone to obtain a license prior to selling our lasers in the U.S., one or
more of our competitors may assert that such a license is required. As of the
date of this report, we have not obtained a U.S. license from either Summit or
Visx, and the terms of any license, if such license is granted, have not been
determined.

         While we do not believe our laser systems or keratome products infringe
any patents held by VISX, Summit or any other person, we can not assure you that
one or more of our competitors will not assert that our products infringe their
intellectual property, or that we will not in the future be deemed to infringe
one or more patents owned by them or some other party. We could incur
substantial costs and diversion of management resources defending any
infringement claims. Furthermore, a party making a claim against us could secure
a judgment awarding substantial damages, as well as injunctive or other
equitable relief that could effectively block our ability to market one or more
of our products. In addition, we cannot assure you that licenses for any
intellectual property of third parties that might be required for our products
will be available on commercially reasonable terms, or at all.


                                       28
<PAGE>

         WE ARE SUBJECT TO CERTAIN RISKS ASSOCIATED WITH OUR INTERNATIONAL
SALES.

         Our international sales accounted for 70% and 87% of our total revenues
during the nine months ended September 30, 1999 and the year ended December 31,
1998, respectively. In the future, we expect sales to international accounts
will represent a lower percentage of our total sales [after the anticipated
receipt of / as a result of our recent] regulatory approval to market our
LaserScan LSX laser system in the U.S., the recent commercial launch of our
UltraEdge keratome blades and our anticipated launch of the UniShaper single-use
keratome. The majority of our international revenues for the nine months ended
September 30, 1999 were to customers in Canada, Spain, Mexico, Italy, Belgium,
France and Portugal, and for the year ended December 31, 1998 were to customers
in Canada, China, Brazil, Mexico, Italy, Argentina, South Africa, and Turkey.

         International sales of our products may be limited or disrupted by:

         o    the imposition of government controls;
         o    export license requirements;
         o    economic or political instability;
         o    trade restrictions;
         o    difficulties in obtaining or maintaining export licenses;
         o    changes in tariffs; and
         o    difficulties in staffing and coordinating communications among and
              managing international operations.

         Our sales have  historically  been and are  expected  to continue to be
denominated in U.S. dollars. The European Economic Union's conversion to a
common currency, the Euro, is not expected to have a material impact on our
business. However, due to our significant export sales, we are subject to
exchange rate fluctuations in the U.S. dollar, which could increase the
effective price in local currencies of our products. This could result in
reduced sales, longer payment cycles and greater difficulty in collecting
receivables relating to our international sales.

         OUR SUPPLY OF CERTAIN CRITICAL COMPONENTS AND SYSTEMS MAY BE
INTERRUPTED BECAUSE OF OUR RELIANCE ON A LIMITED NUMBER OF SUPPLIERS.

         We  currently  purchase  certain  components  used  in the  production,
operation and maintenance of our laser systems and keratome products from a
limited number of suppliers and certain key components are provided by a single
vendor. For example, all of our keratome blades are manufactured exclusively by
Becton Dickinson pursuant to our agreement with them, all of our UniShaper
single-use keratome products are manufactured exclusively by Frantz Medical
Development Ltd. pursuant to our agreement with them. We do not have written
long-term contracts with providers of some key laser system components,
including TUI Lasertechnik und Laserintegration GmbH, which currently is a
single source supplier for the laser heads used in our LaserScan LSX excimer
laser system. Any interruption in the supply of critical laser or keratome
components could have a material adverse effect on our business, financial
condition and results of operations. If any of our key suppliers cease providing
us with products of acceptable quality and quantity in a timely fashion, we
would have to locate and contract with a substitute supplier. If substitute
suppliers cannot be located and qualified in a timely manner or could not
provide required products on commercially reasonable terms, it would have a
material adverse effect on our business, financial condition and results of
operations.

                                       29
<PAGE>


         THE LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS.

         Our ability to maintain our competitive  position  depends in part upon
the continued contributions of our executive officers and other key employees,
especially Michael R. Farris, our president and chief executive officer, Michael
P. Dayton, our senior vice president and chief technical officer and J. Richard
Crowley, our chief operating officer and the president and chief operating
officer of our LaserSight Technologies subsidiary. A loss of one or more such
officers or key employees could have a material adverse effect on our business.
We do not carry "key person" life insurance on any other officers or key
employees.

         As we continue the clinical development of our excimer lasers and other
products and prepare for regulatory approvals and other commercialization
activities, we will need to continue to implement and expand our operational,
financial and management resources and controls. While to date we haven't
experienced problems recruiting or retaining the personnel necessary to
implement such actions, we cannot be certain that such problems won't arise in
the future. If we fail to attract and retain qualified individuals for necessary
positions, and if we are unable to effectively manage growth in our domestic and
international operations, it could have a material adverse effect on our
business, financial condition and results of operations.

         FAILURE IF OUR Y2K COMPLIANCE EFFORTS, LACK OF COMPLIANCE BY OUR
MATERIAL SUPPLIERS AND OTHER UNCERTAINTIES RELATED TO THE Y2K ISSUE COULD
ADVERSELY AFFECT OUR BUSINESS.

         As many computer  systems,  software  programs and other equipment with
embedded chips or processors use only two digits rather than four to define the
applicable year, they may be unable to process accurately certain data, during
or after the year 2000. As a result, LaserSight as well as other business and
governmental entities are at risk for possible miscalculations or systems
failures attributed to the Year 2000, or Y2K, issue which could cause material
disruptions in business operations. The Y2K issue concerns not only information
systems and technology used by LaserSight, but also concerns third parties, such
as our customers, vendors and distributors, using information systems and
technology that may interact with or affect our operations. While we expect our
Y2K compliance efforts to reduce significantly our level of uncertainty about
the impact of Y2K issues affecting information technology and non-information
technology systems and our product offerings, we cannot be certain that lack of
compliance and/or costs related to the lack of Y2K compliance of third parties,
business interruptions, litigation and other liabilities related to Y2K issues
will not have a material adverse effect on our business, financial condition and
results of operations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Year 2000 Compliance."

         INADEQUACY OR UNAVAILABILITY OF INSURANCE MAY EXPOSE US TO SUBSTANTIAL
PRODUCT LIABILITY CLAIMS.

         Our business exposes us to potential  product  liability risks that are
inherent in the development, testing, manufacture, marketing and sale of medical
devices for human use. We have agreed in the past, and we will likely agree in
the future, to indemnify certain medical institutions and personnel who conduct
and participate in our clinical studies. While we maintain product liability
insurance, we cannot be certain that any such liability will be covered by our
insurance or that damages will not exceed the limits of our coverage. Even if a
claim is covered by insurance, the costs of defending a product liability,
malpractice, negligence or other action, and the assessment of damages in excess
of insurance coverage, could have a material adverse effect on our business,
financial condition and results of operations. Further, product liability
insurance may not continue to be available, either at existing or increased
levels of coverage, on commercially reasonable terms.

                                       30
<PAGE>

Financial and Liquidity Risks

         WE HAVE EXPERIENCED SIGNIFICANT LOSSES AND OPERATING CASH FLOW DEFICITS
AND WE EXPECT THAT OPERATING CASH FLOW WILL CONTINUE THROUGH AT LEAST THE FIRST
QUARTER OF 2000.

         We  experienced  significant  net losses and deficits in cash flow from
operations for the nine months ended September 30, 1999, and the fiscal years
ended December 31, 1998 and 1997, as set forth in the following table. We cannot
be certain that we will be able to achieve or sustain profitability or positive
operating cash flow.

                             Year Ended December 31,           Nine Months
                               1997          1998       Ended September 30, 1999
                               ----          ----       ------------------------

Net Loss                $ 7.3 million    $ 11.9 million       $ 9.8 million
Deficit in Cash Flow
  from Operations       $ 4.4 million    $ 14.3 million       $ 7.7 million


         As of  September  30,  1999,  we had an  accumulated  deficit  of $33.5
million. We expect to report a loss and deficit in cash flow from operations for
the fourth quarter of 1999 and the first quarter of 2000.

         IF OUR UNCOLLECTIBLE RECEIVABLES EXCEED OUR RESERVES WE WILL INCUR
ADDITIONAL UNANTICIPATED EXPENSES, AND WE MAY EXPERIENCE DIFFICULTY COLLECTING
RESTRUCTURED RECEIVABLES WITH EXTENDED PAYMENT TERMS.

         Although  we  monitor  the  status of our  receivables  and  maintain a
reserve for estimated losses, we cannot be certain that our reserves for
estimated losses, which were approximately $3.8 million at September 30, 1999,
will be sufficient to cover the amount of our actual write-offs over time. At
September 30, 1999, our net trade accounts and notes receivable totaled
approximately $13.5 million, and accrued commissions, the payment of which
generally depends on the collection of such net trade accounts and notes
receivable, totaled approximately $2.0 million. Actual write-offs that exceed
amounts reserved could have a material adverse effect on our consolidated
financial condition and results of operations. Total expense relating to
uncollectible accounts during the first nine months of 1999 was approximately
$1.7 million. The amount of any loss that we may have to recognize in connection
with our inability to collect receivables is principally dependent on our
customer's ongoing financial condition, their ability to generate revenues from
our laser systems, and our ability to obtain and enforce legal judgments against
delinquent customers. Approximately 92% of our net receivables at September 30,
1999, related to international accounts.

         Our ability to evaluate the financial  condition and revenue generating
ability of our prospective customers located outside of the U.S., and our
ability to obtain and enforce legal judgments against non-U.S. customers, is
generally more limited than for our customers located in the U.S. Our agreements
with our international customers typically provide that the contracts are
governed by Florida law. We have not determined whether or to what extent courts
or administrative agencies located in foreign countries would enforce our right
to collect such receivables or to recover laser systems from customers in the
event of a customer's payment default. When a customer is not paying according
to established terms, we attempt to communicate and understand the underlying
causes and work with the customer to resolve any issues we can control or
influence. In most cases, we have been able to resolve the customer's issues and
continue to collect our receivable, either on the original schedule or under
restructured terms. If such issues are not resolved, we evaluate our legal and
other alternatives based on existing facts and circumstances. In most such

                                       31
<PAGE>

cases, we have concluded that the account should be written off as
uncollectible. We have generally been successful in recovering the laser systems
in such cases.

         At September  30, 1999,  we had extended the original  payment terms of
laser customer accounts totaling approximately $1.7 million by periods ranging
from 12 to 60 months. Such restructured receivables represent approximately 10%
of our gross receivables as of that date. Our liquidity and operating cash flow
would be adversely affected if additional extensions become necessary in the
future. In addition, it would be more difficult to collect laser system
receivables if the payment schedule extends beyond the expected or actual
economic life of the system, which we estimate to be approximately five to seven
years. To date, we do not believe any payment schedule extends beyond the
economic life of the applicable laser system.

         WE COULD REQUIRE ADDITIONAL FINANCING WHICH MIGHT NOT BE AVAILABLE IF
WE NEED IT.

         During the nine months ended  September  30,  1999,  and the year ended
December 31, 1998, we experienced $7.7 million and $14.3 million in deficits in
cash flow from operations, respectively. We believe that our existing balances
of cash and cash equivalents and our cash flows from operations, should be
sufficient to fund our anticipated working capital requirements for the next 12
months in accordance with our current business plan. Our belief regarding future
working capital requirements is based on various factors and assumptions
including the commercial acceptance of our LaserScan LSX excimer laser system,
our UltraEdge keratome blades, our UniShaper single-use keratomes and our
UltraShaper durable keratomes, the anticipated timely collection of receivables,
and the absence of unanticipated product development and marketing costs. These
factors and assumptions are subject to certain contingencies and uncertainties,
some of which are beyond our control. If we do not collect a material portion of
current receivables in a timely manner, or experience less market demand for our
products than we anticipate, our liquidity could be materially and adversely
affected.

         We may seek  additional  debt or  equity  financing  in the  future  to
implement our business plan or any changes thereto in response to future
developments or unanticipated contingencies. Other than the $2.5 million credit
facility signed in June 1999 with The Huntington National Bank, we currently do
not have any commitments for additional financing. We cannot be certain that
additional financing will be available in the future to the extent required or
that, if available, it will be on commercially acceptable terms. If we raise
additional funds by issuing equity or convertible debt securities, the terms of
the new securities could have rights, preferences and privileges senior to those
of our common stock. If we raise additional funds through debt financing, the
terms of the debt could require a substantial portion of our cash flow from
operations to be dedicated to the payment of principal and interest and may
render us more vulnerable to competitive pressures and economic downturns.


Common Stock Risks

         VARIATIONS IN OUR SALES AND OPERATING RESULTS MAY CAUSE OUR STOCK
PRICE TO FLUCTUATE.

         Our operating  results have fluctuated in the past, and may continue to
fluctuate in the future, as a result of a variety of factors, many of which are
outside of our control. For example, historically a significant portion of our
laser system orders for a particular quarter have been received and shipped near
the end of the quarter. As a result, our operating results for any quarter often
depend on the timing of the receipt of orders and the shipment of our laser
systems. Other factors that may cause our operating results to fluctuate
include:

                                       32
<PAGE>

         o    timing of regulatory approvals and the introduction or delays of
              new products;
         o    reductions, cancellations or fulfillment of major orders;
         o    the addition or loss of significant customers;
         o    the relative mix of our business;
         o    changes in pricing by us or our competitors;
         o    costs related to expansion of our business; and
         o    increased competition.

         As a result of these  fluctuations,  we believe  that  period-to-period
comparisons of our operating results cannot be relied upon as indicators of
future performance. In some quarters our operating results may fall below the
expectations of securities analysts and investors due to any of the factors
described above.

         THE MARKET PRICE OF OUR COMMON STOCK MAY CONTINUE TO EXPERIENCE
EXTREME FLUCTUATIONS DUE TO MARKET CONDITIONS THAT ARE UNRELATED TO OUR
OPERATING PERFORMANCE.

         The stock  market,  and in  particular  the  securities  of  technology
companies such as LaserSight, could experience extreme price and volume
fluctuations unrelated to operating performance. Our stock price has
historically been volatile. Factors such as announcements of technological
innovations or new products by us or our competitors, changes in domestic or
foreign governmental regulations or regulatory approval processes, developments
or disputes relating to patent or proprietary rights, public concern as to the
safety and efficacy of the procedures for which the laser system is used, and
changes in reports and recommendations of securities analysts, have and may
continue to have a significant impact on the market price of our common stock.


         THE SIGNIFICANT NUMBER OF SHARES ELIGIBLE FOR FUTURE SALE AND DILUTIVE
STOCK ISSUANCES MAY ADVERSELY AFFECT OUR STOCK PRICE.

         Sales,  or the  possibility  of sales,  of  substantial  amounts of our
common stock in the public market could adversely affect the market price of our
common stock. Substantially all of our 17,803,802 shares of common stock
outstanding at November 12, 1999 were freely tradable without restriction or
further registration under the Securities Act of 1933, except to the extent such
shares are held by "affiliates" of LaserSight as that term is defined in Rule
144 under the Securities Act or subject only to the satisfaction of a prospectus
delivery requirement.

         Shares of common  stock which we may issue in the future in  connection
with acquisitions or financings or pursuant to outstanding warrants or
agreements could also adversely affect the market price of our common stock and
cause significant dilution in our earnings per share and net book value per
share. As of the date of this report, we may be required to issue more than 8
million additional shares of common stock upon the conversion of outstanding
preferred stock (4 million shares), the exercise of outstanding warrants and
stock options (3.4 million shares), and the satisfaction of certain contingent
contractual obligations (0.6 million shares).

         The anti-dilution  provisions of certain of our existing securities and
obligations require us to issue additional shares if we issue shares of common
stock below specified price levels. If a future share issuance triggers these
adjustments, the beneficiaries of such provisions effectively receive some


                                       33
<PAGE>

protection from declines in the market price of our common stock, while our
other stockholders incur additional dilution of their ownership interest. We may
include similar anti-dilution provisions in securities issued in connection with
future financings.

         ANTI-TAKEOVER PROVISIONS UNDER DELAWARE LAW AND IN OUR CERTIFICATE OF
INCORPORATION, BY-LAWS AND STOCKHOLDER RIGHTS PLAN MAY MAKE AN ACQUISITION OF
LASERSIGHT MORE DIFFICULT AND COULD PREVENT YOU FROM RECEIVING A PREMIUM OVER
THE MARKET PRICE OF OUR STOCK.

         Certain  provisions  of  our  certificate  of  incorporation,  by-laws,
stockholder rights plan and Delaware law could delay or frustrate the removal of
incumbent directors, discourage potential acquisition proposals and delay, defer
or prevent a change in control of LaserSight, even if such events could be
beneficial, in the short term, to the interests of our stockholders. For
example, our certificate of incorporation allows us to issue preferred stock
with rights senior to those of the common stock without stockholder action, and
our bylaws require advance notice of director nominations or other proposals by
stockholders. LaserSight also is subject to provisions of Delaware corporation
law that prohibit a publicly-held Delaware corporation from engaging in a broad
range of business combinations with a person who, together with affiliates and
associates, owns 15% or more of the corporation's common stock (an interested
stockholder) for three years after the person became an interested stockholder,
unless the business combination is approved in a prescribed manner. We also have
adopted a stockholder rights agreement and declared a dividend distribution of
one preferred share purchase right for each share of common stock. The rights
would cause substantial dilution to a person or group that attempts to acquire
15% or more of our common stock on terms not approved by our board of directors.

Acquisition Risks

         PAST AND POSSIBLE FUTURE ACQUISITIONS THAT ARE NOT SUCCESSFULLY
INTEGRATED WITH OUR EXISTING OPERATIONS MAY ADVERSELY AFFECT OUR BUSINESS.

         We have made several significant acquisitions since 1994, and we may in
the future selectively pursue strategic acquisitions of, investments in, or
enter into joint ventures or other strategic alliances with, companies whose
business or technology complement our business. We may not be able to identify
suitable candidates to acquire or enter into joint ventures or other
arrangements with entities, and we may not be able to obtain financing on
satisfactory terms for such activities. In addition, we could have difficulty
assimilating the personnel, technology and operations of the acquired company,
which would prevent us from realizing expected synergies, and may incur
unanticipated liabilities and contingencies. This could disrupt our ongoing
business and distract our management and other resources.

         AMORTIZATION AND CHARGES RELATING TO OUR SIGNIFICANT INTANGIBLE ASSETS
COULD ADVERSELY AFFECT OUR STOCK PRICE AND REPORTED NET INCOME OR LOSS.

         Of our total assets at September 30, 1999,  approximately $14.4 million
or 27% were goodwill or other intangible assets. Any reduction in net income or
increase in net loss resulting from the amortization of goodwill and other
intangible assets resulting from future acquisitions by us may have an adverse
impact upon the market price of our common stock. In addition, in the event of a
sale of LaserSight or our assets, we cannot be certain that the value of such
intangible assets would be recovered.

                                       34
<PAGE>


         In accordance with SFAS 121, we review intangible assets for impairment
whenever events or changes in circumstances, including a history of operating or
cash flow losses, indicate that the carrying amount of an asset may not be
recoverable. If we determine that an intangible asset is impaired, a noncash
impairment charge would be recognized. We continue to assess the current results
and future prospects of MRF, Inc., d/b/a The Farris Group (TFG), our subsidiary
which provides health care and vision care consulting services, in view of the
substantial reduction in the subsidiary's operating results in 1996 and 1997.
Though TFG's operating results improved in 1998 when compared to 1996 and 1997,
operating losses similar to those incurred during the first nine months of 1998
have continued during the first nine months of 1999. If TFG is unsuccessful in
continuing to improve its financial performance, some or all of the carrying
amount of goodwill recorded, $3.5 million at September 30, 1999, may be subject
to an impairment adjustment.


ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      LaserSight  believes  that its  exposure  to market  risk for  changes  in
interest and currency rates is not significant. LaserSight's investments are
limited to highly liquid instruments with maturities of three months or less. At
September 30, 1999, LaserSight had approximately $13.7 million of short-term
investments classified as cash and equivalents. All of LaserSight's transactions
with international customers and suppliers are denominated in U.S. dollars.


                                       35

<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1   LEGAL PROCEEDINGS

         Jui-Teng Lin

         On June 24, 1999,  Jui-Teng Lin, a former  president and director
         of LaserSight, filed an action in the Circuit Court of the
         Ninth Judicial Circuit, in and for Orange County, Florida,
         against the Company. This action asserts that LaserSight is
         currently in default on a promissory note executed in June
         1991, and payable to Mr. Lin in the principal amount of
         $1,180,000. LaserSight believes that the allegations made by
         the plaintiff against the Company are without merit and it
         intends to vigorously defend the action. Management believes
         that LaserSight has satisfied its obligations under the
         promissory note and that this action will not have a material
         adverse effect on the Company's financial condition or results
         of operations.

         Certain other legal  proceedings  against  LaserSight are described in
         Item 3 (Legal  Proceedings) of LaserSight's  Form 10-K for the
         year ended December 31, 1998.

ITEM 2   CHANGES IN SECURITIES

         Not applicable.


ITEM 3   DEFAULTS UPON SENIOR SECURITIES

         Not applicable.


ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.


ITEM 5   OTHER INFORMATION

         Not applicable.

                                     36

<PAGE>


ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K

         a)   Exhibits

                                INDEX TO EXHIBITS

Exhibit
Number                                      Description
------                                      -----------

 2.1     See Exhibits 10.1, 10.2, 10.6, 10.7, 10.16, 10.22, 10.25, 10.26, 10.30
         and 10.31.

 3.1     Certificate of  Incorporation,  as amended  (incorporated by reference
         to Exhibit 1 of Form 8-A/A Amendment No. 4) filed by the Company on
         June 25, 1998*).

 3.2     Bylaws,  as amended  (filed as Exhibit 3 to the Company's  Form 10-K
         for the year ended  December 31, 1992*).

 3.3     Rights Agreement, dated as of July 2, 1998, between LaserSight
         Incorporated and American Stock Transfer & Trust Company, as
         Rights Agent, which includes (i) as Exhibit A thereto the form
         of Certificate of Designation of the Series E Junior
         Participating Preferred Stock, (ii) as Exhibit B thereto the
         form of Right Certificate (separate certificates for the
         Rights will not be issued until after the Distribution Date)
         and (iii) as Exhibit C thereto the Summary of Stockholder
         Rights Agreement (incorporated by reference to Exhibit 99.1 to
         the Form 8-K filed by the Company on July 8, 1998*).

 3.4     First  Amendment  to Rights  Agreement,  dated as of March 22,
         1999, between LaserSight Incorporated and American Stock
         Transfer & Trust Company, as Rights Agent (incorporated by
         reference to Exhibit 2 to Form 8-A/A filed by the Company on
         March 29, 1999*).

 4.1     See Exhibits 3.1, 3.2, 3.3, 3.4, 10.19, 10.23, 10.28, 10.29, 10.36,
         10.37, 10.38 and 10.39.

10.1     Agreement  for  Purchase  and Sale of Stock by and among  LaserSight
         Centers Incorporated, its stockholders and LaserSight Incorporated
         dated January 15, 1993 (filed as Exhibit 2 to the Company's Form 8-K/A
         filed on January 25, 1993*).

10.2     Amendment  to  Agreement  for  Purchase  and  Sale  of  Stock  by and
         among  LaserSight  Centers Incorporated,  its  stockholders, and
         LaserSight Incorporated dated April 5, 1993 (filed as Exhibit 2 to the
         Company's Form 8-K/A filed on April 19, 1993*).

10.3     Royalty Agreement by and between  LaserSight Centers  Incorporated and
         LaserSight  Partners dated January 15, 1993 (filed as Exhibit 10.5 to
         the  Company's  Form 10-K for the year ended  December 31, 1995*).

10.4     Exchange  Agreement  dated January 25, 1993 between  LaserSight
         Centers  Incorporated  and Laser Partners  (filed as Exhibit  10.6 to
         the  Company's  Form 10-K  for the year ended  December  31, 1995*).

                                       37
<PAGE>


10.5     Stipulation  and  Agreement of  Compromise,  Settlement  and Release
         dated  April 18,  1995 among James Gossin,  Francis E. O'Donnell,  Jr.,
         J.T. Lin, Wen S. Dai, Emanuela  Dobrin-Charlton,  C.H. Huang, W.
         Douglas  Hajjar,  and LaserSight  Incorporated  (filed as Exhibit 10.7
         to the Company's Form 10-K for the year ended December 31, 1995*).

10.6     Agreement for Purchase and Sale of Stock dated  December  31,
         1993, among LaserSight Incorporated, MRF, Inc., and Michael R. Farris
         (filed as Exhibit 2 to the  Company's  Form 8-K filed on December 31,
         1993*).

10.7     First  Amendment to Agreement for Purchase and Sale of Stock by and
         among MRF,  Inc.,  Michael R. Farris  and  LaserSight  Incorporated
         dated  December 28,  1995  (filed as  Exhibit  10.9 to the
         Company's Form 10-K for the year ended December 31, 1995*).

10.8     LaserSight Incorporated 1995 Stock  Option Plan (filed as Exhibit
         10.5 to the Company's Form 10-Q for the quarter ended September 30,
         1995*).

10.9     Modified Promissory Note between LaserSight  Incorporated, EuroPacific
         Securities Services, GmbH and Co. KG and Wolf Wiese (filed as  Exhibit
         10.6  to the  Company's  Form 10-Q for the  quarter ended
         September 30, 1995*).

10.10    Patent License Agreement dated December 21, 1995 by and between
         Francis E. O'Donnell, Jr. and LaserSight Centers, Inc.(filed as Exhibit
         10.21 to the Company's Form 10-K for the year ended December 31,
         1995*).

10.11    LaserSight Incorporated  Amended and Restated 1996 Equity Incentive
         Plan (filed as Exhibit 10.12 to the Company's Form 10-Q/A for the
         quarter ended June 30, 1998*).

10.12    LaserSight Incorporated Amended and Restated Non-Employee  Directors
         Stock Option Plan (filed as Exhibit B to the Company's definitive proxy
         statement dated May 19, 1997*).

10.13    Agreement dated September 18, 1996 between David T. Pieroni and
         LaserSight  Incorporated (filed as Exhibit 10.35 to the Company's Form
         10-K for the year ended December 31, 1996*).

10.14    Agreement dated January 1, 1997, between International Business
         Machines  Corporation  and LaserSight Incorporated (filed as Exhibit
         10.37 to the Company's Form 10-K for the year ended December 31,
         1996*).

10.15    Addendum dated March 7, 1997 to Agreement between  International
         Business  Machines  Corporation and  LaserSight  Incorporated  (filed
         as  Exhibit 10.38  to the Company's  Form 10-K for the year ended
         December 31, 1996*).

10.16    Second  Amendment to Agreement for Purchase and Sale of Stock by and
         among LaserSight Centers Incorporated, its stockholders and LaserSight
         Incorporated  dated  March 14,  1997 (filed as  Exhibit 99.1 to the
         Company's Form 8-K filed on March 27, 1997*).

                                 38
<PAGE>


10.17    Amendment to Royalty Agreement by and between LaserSight Centers
         Incorporated, Laser Partners and LaserSight  Incorporated dated
         March 14, 1997 (filed as Exhibit 99.2 to the Company's Form 8-K filed
         on March 27, 1997*).

10.18    Employment  Agreement  dated September 16, 1996 by and between
         LaserSight  Incorporated  and  Richard L.  Stensrud  (filed as
         Exhibit  10.41  to the  Company's  Form  10-Q  filed on May 9, 1997*).

10.19    Warrant  to  purchase  500,000  shares of  Common  Stock  dated
         March  31,  1997 by and  between LaserSight  Incorporated  and
         Foothill  Capital  Corporation  (filed  as  Exhibit  10.44  to the
         Company's Form 10-Q filed on August 14, 1997*).

10.20    License  Agreement  dated  May 20,  1997 by and  between  Visx
         Incorporated  and  LaserSight  Incorporated  (filed as Exhibit
         10.45 to the Company's Form 10-Q filed on August 14, 1997*).

10.21    Patent Purchase Agreement dated July 15, 1997 by and  between
         LaserSight  Incorporated and Frederic B. Kremer, M.D. (filed as
         Exhibit 2.(i) to the Company's  Form 8-K filed on August 13, 1997*).

10.22    Agreement and Plan of Merger dated July 15, 1997 by and among
         LaserSight  Incorporated,  Photomed Acquisition,  Inc.,  Photomed,
         Inc.,  Frederic B. Kremer,  M.D., Linda Kremer,  Robert Sataloff,
         Trustee for Alan  Stewart  Kremer and Robert  Sataloff,  Trustee  for
         Mark Adam Kremer  (filed as Exhibit 2.(ii) to the Company's Form 8-K
         filed on August 13, 1997*).

10.23    Warrant to  purchase 750,000 shares of Common Stock dated
         August 29, 1997 by and between LaserSight Incorporated and purchasers
         of Series B Convertible  Participating Preferred Stock of
         LaserSight   Incorporated   (filed  as  Exhibit  10.39  to  the
         Company's Form 10-Q filed on November 14, 1997*).

10.24    Independent Contractor Agreement by and between Byron Santos, M.D. and
         LaserSight Technologies, Inc. (filed as Exhibit 10.42 to the Company's
         Form 10-Q filed on November 14, 1997*).

10.25    Stock Purchase  Agreement,  dated December 30, 1997, by and among
         LaserSight  Incorporated,  LSI Acquisition,  Inc., MEC Health Care,
         Inc. and Vision Twenty-One,  Inc. (filed as Exhibit 2.(i) to the
         Company's Form 8-K filed on January 14, 1998*).

10.26    Stock Distribution Agreement,  dated December 30, 1997, by and
         among  LaserSight  Incorporated,  LSI  Acquisition,  Inc., MEC
         Health  Care,  Inc.  and  Vision  Twenty-One,  Inc.  (filed as
         Exhibit  2.(ii) to the Company's Form 8-K filed on January 14, 1998*).

10.27    Agreement dated April 1, 1992  between International Business
         Machines Corporation and LaserSight  Incorporated  (filed as  Exhibit
         10.1 on Form 10-K for the year ended  December  31, 1995*).

10.28    Securities Purchase  Agreement, dated June 5, 1998, by and between
         LaserSight Incorporated and TLC The Laser Center,  Inc.  (filed as
         Exhibit 99.1 to the  Company's  Form 8-K filed on June 25, 1998*).

                                       39

<PAGE>


10.29    Securities Purchase Agreement, dated June 12, 1998, by and
         between LaserSight Incorporated and Pequot Funds (filed as
         Exhibit 99.5 to the Company's Form 8-K filed on June 25, 1998*).

10.30    Letter  Agreement  dated  September  11,  1998,  amending  the
         Agreement and Plan of Merger dated July 15, 1997, by and among
         LaserSight Incorporated, Photomed Acquisition, Inc., Photomed,
         Inc., Frederic B. Kremer, M.D., Linda Kremer, Robert Sataloff,
         Trustee for Alan Stewart Kremer and Robert Sataloff, Trustee
         for Mark Adam Kremer (filed as Exhibit 10.31 to the Company's
         Form 10-Q filed on November 16, 1998*).

10.31    Exclusive License Agreement dated August 20, 1998, by and between
         LaserSight  Technologies,  Inc. and TLC The Laser Center  Patents Inc.
         (filed as Exhibit 10.32 to the Company's  Form 10-Q filed on
         November 16, 1998*).

10.32    Purchase  Agreement,  dated June 9, 1997, by and between  LaserSight
         Technologies,  Inc. and TUI Lasertechnik  Und  Laserintegration  GmbH
         (filed  as  Exhibit  10.1 to the  Company's  Form S-3,
         Pre-Effective Amendment No. 1 filed on February 1, 1999*).

10.33    License and Royalty Agreement, dated September  10,  1997,  by
         and  between LaserSight Technologies, Inc. and Luis A. Ruiz,  M.D.  and
         Sergio  Lenchig  (filed as Exhibit  10.2 to the Company's Form S-3,
         Pre-Effective Amendment No. 1 filed on February 1, 1999*).

10.34    Manufacturing Agreement, dated September 10, 1997, by and between
         LaserSight Technologies, Inc. and  Frantz  Medical  Development  Ltd.
         (filed  as  Exhibit  10.3  to the  Company's  Form  S-3,
         Pre-Effective Amendment No. 1 filed on February 1, 1999*).

10.35    Employment  Agreement by and between  LaserSight  Incorporated
         and Michael R. Farris dated October 30, 1998 (filed as Exhibit
         10.37 to the Company's Form 10-K filed on March 31, 1999*).

10.36    Securities  Purchase  Agreement by and between  LaserSight
         Incorporated and purchasers of Common Stock  dated March 22, 1999
         (filed as Exhibit  10.38 to the  Company's  Form 10-K filed on March
         31, 1999*).

10.37    Warrant  to  purchase  225,000  shares of  Common  Stock  dated  March
         22,  1999 by and  between LaserSight  Incorporated  and  purchasers
         of Common Stock of LaserSight  Incorporated  (filed as Exhibit 10.39 to
         the Company's Form 10-K filed on March 31, 1999*).

10.38    Warrant to  purchase  67,500  shares of Common  Stock  dated
         February  22,  1999 by and  between LaserSight  Incorporated  and Guy
         Numann (filed as Exhibit 10.40 to the Company's Form 10-Q filed
         on May 17, 1999*).

10.39    Revolving Credit Agreement,  dated June 29, 1999, by and between
         LaserSight  Incorporated and The Huntington National Bank (filed as
         Exhibit 10.39 to the Company's Form 10-Q filed on August 11, 1999*).

                                       40
<PAGE>


10.40    Manufacturing and Marketing Agreement,  and Addendum thereto,  dated
         May 14, 1999, by and between LaserSight  Technologies,  Inc. and
         Becton,  Dickinson and Company (filed as Exhibit 10.40 to the
         Company's Form 10-Q filed on August 11, 1999*)**.

10.41    First  Amendment to  Manufacturing  and  Marketing  Agreement,  dated
         October 23,  1999,  by and between LaserSight  Technologies,  Inc. and
         Becton,  Dickinson and Company (filed as Exhibit 10.1 to the Company's
         8-K, filed on October 27, 1999*)**.

10.42    Distribution  Agreement,  dated October 23, 1999, by and between
         LaserSight  Technologies, Inc. and Becton,  Dickinson and Company
         (filed as Exhibit 10.2 to the Company's 8-K, filed on October  27,
         1999*)**.

10.43    Employment  Agreement,  by and between  LaserSight  Technologies,  Inc.
         and J.  Richard  Crowley, dated as of July 3, 1997.

10.44    Employment  Agreement,  by and  between  LaserSight  Incorporated  and
         Michael P. Dayton, dated November 10, 1998.

10.45    Relocation Agreement, by and  between  LaserSight  Incorporated  and
         Gregory L. Wilson, dated October 13, 1999.

10.46    Technology  Development and License Agreement,  dated October 23, 1999,
         by and between LaserSight Technologies, Inc. and Quadrivium, L.L.C.

10.47    Employment Agreement, by and between LaserSight  Technologies,  Inc.
         and Jack T. Holladay, dated October 27, 1999.

11       Statement of Computation of Loss Per Share

15       Copy of letter from independent accountants' regarding unaudited
         interim financial information.

27       Financial Data Schedule.

         b)   Reports on Form 8-K

              No  reports on Form 8-K were  filed  during  the three  months
              ended September 30, 1999.


-----------------------------
  *   Incorporated herein by reference.  File No. 0-19671.

 **   Confidential  treatment has been requested for portions of this document.
      The  redacted  material  has been filed  separately  with the  Commission
      pursuant to an application for confidential treatment.

                                       41

<PAGE>



                                   SIGNATURES
                                   ----------


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  undersigned  have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                           LaserSight Incorporated




Dated: November 15, 1999                  By:    /s/ Michael R. Farris
                                                 ---------------------
                                                 Michael R. Farris,
                                                 Chief Executive Officer



Dated: November 15, 1999                  By:    /s/ Gregory L. Wilson
                                                 ---------------------
                                                 Gregory L. Wilson,
                                                 Chief Financial Officer


                                      42