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 March 31, 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
May 14, 1999 is 15,621,076.

                                       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. LaserSight'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 Uncertainties and Other Issues" in
this report and in LqserSight's Annual Report on Form 10-K for the year ended
December 31, 1998. 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.

                                      INDEX
                                                                                
PART I.  FINANCIAL INFORMATION

         Item 1.  Condensed Consolidated Financial Statements

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

                  Condensed  Consolidated  Statements of Operations for the
                  Three Month Periods Ended March 31, 1999 and 1998             

                  Condensed Consolidated  Statements of Comprehensive Loss for
                  the Three Month Periods Ended March 31, 1999 and 1998         

                  Condensed  Consolidated  Statements  of Cash Flows for the
                  Three Month Periods Ended March 31, 1999 and 1998             

                  Notes to Condensed Consolidated Financial Statements          

         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>


                                                                                        March 31,        December 31,
                                                        ASSETS                            1999              1998
                                                                                      ---------------    -------------
CURRENT ASSETS                                                                          (Unaudited)
<S>                                                                                      <C>               <C>       
  Cash and cash equivalents                                                             $ 10,792,287       $4,437,718
  Accounts receivable - trade, net                                                         5,018,447        4,611,834
  Notes receivable - current portion, net                                                  4,327,675        4,805,831
  Inventories                                                                              9,410,778        8,517,636
  Deferred tax assets                                                                        167,712          184,997
  Other current assets                                                                       433,880          159,057
                                                                                        ------------     ------------
                                          TOTAL CURRENT ASSETS                            30,150,779       22,717,073

Restricted cash                                                                              194,000          194,000
Notes receivable, less current portion, net                                                2,714,940        2,880,358
Property and equipment, net                                                                1,758,061        1,502,339
Patents, net                                                                               4,272,930        4,432,428
Pre-market approval application, net                                                       3,436,198        3,663,466
Goodwill, net                                                                              6,421,706        6,552,863
Other assets, net                                                                          1,855,504        1,930,456
                                                                                        ------------     ------------
                                                                                        $ 50,804,118     $ 43,872,983
                                                                                        ============     ============

                          LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                                                      $  3,601,759       $2,220,045
  Capital lease obligations                                                                   45,527               --
  Accrued expenses                                                                         3,227,302        3,224,369
  Accrued commissions                                                                      1,038,464        1,451,180
  Income tax payable                                                                           9,239            9,239
  Deferred royalty revenue                                                                   866,297          937,602
                                                                                        ------------     ------------
                                     TOTAL CURRENT LIABILITIES                             8,788,588        7,842,435

Refundable deposits                                                                          194,000          194,000
Accrued expenses, less current portion                                                       874,429          642,880
Deferred royalty revenue, less current portion                                               333,333          433,333
Deferred income taxes                                                                        167,712          184,997
Long-term obligations                                                                        832,289          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 March 31, 1999 and December 31, 1998                            2,000            2,000
   Series D - par value $.001 per share; authorized 2,000,000 shares; 2,000,000
     issued and outstanding at March 31, 1999 and December 31, 1998                            2,000            2,000
Common stock - par value $.001 per share; authorized 40,000,000 shares;                                   
   15,582,835 and 13,332,835 shares issued at March 31, 1999 and December                     
   31, 1998, respectively                                                                     15,583           13,333
Additional paid-in capital                                                                68,323,935       59,407,392
Stock subscription receivable                                                             (1,140,000)      (1,140,000)
Accumulated deficit                                                                      (27,068,667)     (23,748,303)
Less treasury stock, at cost; 140,200 common shares at March 31, 1999                                    
   and December 31, 1998                                                                    (521,084)        (521,084)
                                                                                        ------------     ------------
                                                                                          39,613,767       34,015,338
                                                                                        ------------     ------------
                                                                                        $ 50,804,118     $ 43,872,983
                                                                                        ============     ============
   See accompanying notes to the condensed consolidated financial statements.
</TABLE>

                                       3
<PAGE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                           Three Months Ended
                                                March 31,
                             ----------------------------------------------
                                    1999                       1998
                             --------------------       -------------------

REVENUES:
  PRODUCTS                       $ 4,401,215               $ 3,796,766
  ROYALTIES                          380,000                   247,917
  SERVICES                           107,083                   198,536
                                 -----------               -----------
                                   4,888,298                 4,243,219

COST OF REVENUE:
  PRODUCT COST                     2,032,378                 1,176,320
  COST OF SERVICES                    47,117                    87,356
                                 -----------               -----------

GROSS PROFIT                       2,808,803                 2,979,543

RESEARCH, DEVELOPMENT AND 
 REGULATORY EXPENSES                 781,191                   817,556

OTHER GENERAL AND ADMINISTRATIVE
 EXPENSES                          3,666,221                 2,181,702
SELLING RELATED EXPENSES           1,103,435                   973,563
AMORTIZATION OF INTANGIBLES          634,071                   591,784
                                 -----------               -----------
                                   5,403,727                 3,747,049
                                 -----------               -----------

LOSS FROM OPERATIONS              (3,376,115)               (1,585,062)

OTHER INCOME AND EXPENSES
  Interest and dividend income       101,521                   114,856
  Interest expense                   (45,770)                 (396,521)
  Gain on sale of subsidiaries
   and securities                         --                   214,376
                                 -----------               -----------

NET LOSS BEFORE INCOME TAXES      (3,320,364)               (1,652,351)

INCOME TAX EXPENSE                        --                   311,156
                                 -----------               -----------

NET LOSS                          (3,320,364)               (1,963,507)


CONVERSION DISCOUNT ON
 PREFERRED STOCK                          --                   (25,372)

PREFERRED STOCK ACCRETION AND   
 DIVIDEND REQUIREMENTS                    --                (1,098,121)
                                                                               
                                 -----------               -----------

LOSS ATTRIBUTABLE TO COMMON
 SHAREHOLDERS                    $(3,320,364)              $(3,087,000)
                                 ===========               ===========

LOSS PER COMMON SHARE
  Basic and Diluted:                  ($0.25)                   ($0.30)
                                 ===========               ===========

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING
  Basic and Diluted:              13,418,000                10,318,000
                                 ===========               ===========


   See accompanying notes to the condensed consolidated financial statements.

                                       4
<PAGE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                                   (Unaudited)


                                           Three Months Ended
                                                March 31,
                             ----------------------------------------------
                                    1999                       1998
                             --------------------       -------------------

NET LOSS                         $(3,320,364)              $(1,963,507)


OTHER COMPREHENSIVE INCOME
  Reclassification adjustment  
   for gains included in net
   loss (net of tax of $75,997)           --                  (123,995)
          
                                 -----------               -----------
 COMPREHENSIVE LOSS              $(3,320,364)              $(2,087,502)
                                 ===========               ===========



   See accompanying notes to the condensed consolidated financial statements.

                                       5
<PAGE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                   THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                 1999                 1998
                                                           ----------------     ----------------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                          <C>                  <C>         
  Net loss                                                   $(3,320,364)         $(1,963,507)
  Adjustments to reconcile net loss
   to net cash used in operating activities:
  Gain on sale of subsidiaries and securities                         --             (214,376)
  Depreciation and amortization                                  824,948              975,289
  Warrants issued in conjunction with consulting agreement        68,793                   --
  Decrease (increase) in accounts and notes receivable           236,961          (2,057,289)
  Increase in inventories                                       (893,142)            (213,647)
  Increase (decrease) in accounts payable                      1,381,714            (534,809)
  Decrease in accrued expenses                                  (178,234)            (419,383)
  Income taxes                                                        --             (789,847)
  Increase (decrease) in deferred revenue                       (171,305)            1,133,334
  Other                                                         (301,019)             (54,539)
                                                             -----------          -----------

NET CASH USED IN OPERATING ACTIVITIES                         (2,351,648)          (4,138,774)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment, net                      (138,550)            (138,674)
  Proceeds from sale of investments                                   --            1,548,084
  Net proceeds from exclusive license of patents                      --            6,200,000
  Transfer to restricted cash account                                 --           (4,200,000)
  Proceeds from restricted cash account                               --            4,212,000
                                                             -----------          -----------
NET CASH PROVIDED BY (USED IN) INVESTING 
 ACTIVITIES                                                     (138,550)          7,621,410

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from common stock financing                         8,850,000                  --
  Repurchase of preferred stock                                       --          (4,212,000)
  Repayment of capital lease obligation                           (5,233)                 --
                                                             -----------          ----------
NET CASH PROVIDED BY (USED IN) FINANCING 
 ACTIVITIES                                                    8,844,767          (4,212,000)
                                                             -----------          ----------
                                                           
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               6,354,569            (729,364)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                     $10,792,287          $ 3,129,036
                                                             ===========          ===========


   See accompanying notes to the condensed consolidated financial statements.

</TABLE>

                                       6
<PAGE>



                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                Three Month Periods Ended March 31, 1999 and 1998


NOTE 1   BASIS OF PRESENTATION

         The accompanying unaudited, condensed consolidated financial statements
         of LaserSight Incorporated and subsidiaries (LaserSight) as of March
         31, 1999, and for the three months ended March 31, 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 LaserSight'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 month period ended March 31,
         1999 are not necessarily indicative of the operating results for the
         full year.

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 March 31, 1999 and December
         31, 1998 are summarized as follows:

                                          March 31, 1999       December 31, 1998
                                          --------------       -----------------

         Raw materials                      $5,999,173             $5,226,146
         Work-in-process                     1,474,902              1,837,460
         Finished goods                      1,456,624              1,046,756
         Test equipment - clinical trials      480,079                407,274
                                            ----------             ----------
                                            $9,410,778             $8,517,636
                                            ==========             ==========
                                       7
<PAGE>

                                       
NOTE 4   CAPITAL LEASE

         During the quarter  ended March 31,  1999,  LaserSight  entered  into a
         capital lease agreement for equipment to be utilized at its blades
         manufacturing facility. All leases with an initial term greater that
         one year are accounted for under Statement of Financial Accounting
         Standards No. 13, "Accounting for Leases". Leased property or equipment
         meeting certain criteria is capitalized and the present value of the
         related lease payments is recorded as a liability. Amortization of
         capitalized leased assets is computed on the straight-line method over
         the five year term of the lease. Assets under capital lease are
         capitalized using interest rates appropriate at the inception of the
         lease.

         Assets under  capital  lease are included in the  consolidated
         balance sheets, as follows:

                                           March 31, 1999      December 31, 1998
                                          -----------------    -----------------

         Equipment                            $308,049             $      --
         Less accumulated amortization          10,268                    --
                                              --------             ---------
                                              $297,781             $      --
                                              ========             =========

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 The Laser Center, 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.

NOTE 6   SEGMENT INFORMATION

         The  Company  operates  principally  in  three  industries:  technology
         related (laser equipment) products, patent services and health care
         services. Laser equipment operations involve the development,
         manufacture, and sale of ophthalmic lasers primarily for use in vision
         correction procedures. Patent services generally relate to LaserSight
         Patents, Inc., and primarily involves the revenues and expenses
         generated from the ownership of certain refractive laser procedure
         patents.

         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 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 March 31:

<TABLE>
<CAPTION>
     
                                                                                        Depreciation
                                        Operating       Operating                           and            Capital
                                        Revenues      Profit (Loss)        Assets       Amortization    Expenditures
                                        ---------     ------------         -------      ------------    ------------
     1999
     Operating profit segments:
<S>                                   <C>              <C>             <C>                <C>              <C>      
        Technology related            $ 4,401,215      $(2,905,917)    $ 29,597,655       $ 553,916        $ 138,550
        Patent services                   380,000           250,670       3,499,474         129,330               --
        Health care services              107,083         (129,769)       3,836,860          70,731               --
        General corporate                      --         (521,925)      10,897,919           1,797               --                
        Developmental stage                                                                                                         
         company - LaserSight
         Centers, Inc.                         --          (69,174)       2,972,210          69,174               --
                                      -----------      -----------     ------------       ---------        ---------
     Consolidated total               $ 4,888,298      $(3,376,115)    $ 50,804,118       $ 824,948        $ 138,550
                                      ===========      ===========     ============       =========         ========
     1998
     Operating profit segments:
        Technology related            $ 3,796,766       $ (892,266)    $ 22,190,831       $ 357,307        $ 121,812
        Patent services                   247,917           26,954        4,041,343         178,537               --
        Health care services              198,536         (206,303)       4,298,948          77,382           16,862
        General corporate                      --         (444,273)       9,735,571             687               --
        Developmental stage                                                                                      
         company - LaserSight
         Centers, Inc.                         --          (69,174)       3,237,967          69,174               --
                                      ------------    ------------     ------------       ---------        ---------               
     Consolidated total               $ 4,243,219     $ (1,585,062)    $ 43,504,660       $ 683,087        $ 138,674
                                      ============    ============     ============       =========        =========
</TABLE>

         Amortization  of deferred  financing costs and accretion of discount on
         note payable of $292,202 for the three months ended March 31, 1998 is
         included as interest expense in the accompanying condensed consolidated
         statement of operations

                                       9
<PAGE>

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

Results of Operations

Revenues.  The  following  tables  presents  LaserSight's  net  sales  by  major
operating segments: technology products and services, patents and health care
services for the three month periods ended March 31, 1999 and 1998.

                          For the Three Month            For the Three Month
                               Period Ended                 Period Ended
                              March 31, 1999               March 31, 1998
                          -------------------            -------------------

                          Revenue  % of Total            Revenue  % of Total

Technology             $4,401,215         90%         $3,796,766         89%
Patent services           380,000          8%            247,917          6%
Health care services      107,083          2%            198,536          5%
                       ----------        ----         ----------        ----

Total net sales        $4,888,298        100%         $4,243,219        100%
                       ===========       ====         ==========        ====



Net sales and revenues in the first quarter of 1999 were $4,888,298, compared to
$4,243,219 (for an increase of $645,079 or 15%) over the comparable period in
1998. The improvement in technology related revenues is attributable to a 7%
increase in the average system selling price, a higher level of system upgrade
and miscellaneous part sales ($324,000) and revenues generated from
LaserSight's aesthetic product line ($421,000) which was acquired in the second
quarter of 1998. Thirteen laser systems were sold in the first quarter of 1999
compared to 14 during the first quarter of 1998.

Net revenue from patent services increased  approximately  $132,000 in the first
quarter of 1999 from the comparable period in 1998 due to increased licensing
fees.

Net revenue from health care  services in the first quarter of 1999 was $107,083
compared to $198,536 (for a decrease of $91,453) over the comparable period in
1998. This decrease was primarily due to a reduction in consulting services
provided and was accompanied by a $167,989 reduction in expenses over the first
quarter 1998. Such revenue and expense decreases are primarily the result of
staffing reductions during mid-1998 to more closely match their cost structure
with anticipated revenues going forward.

                                       10
<PAGE>

Cost of Revenues;  Gross  Profits.  The following  tables  present a comparative
analysis of cost of revenues, gross profit and gross profit margins for the
three month periods ended March 31, 1999 and 1998.

                        For the Three Month                  For the Three Month
                           Period Ended                          Period Ended
                          March 31, 1999     Percent Change     March 31, 1998
                        -------------------  --------------  -------------------

Product cost                $2,032,378            73%            $1,176,320
Cost of services                47,117           (46%)               87,356
Gross profit                 2,808,803            (6%)            2,979,543
Gross profit percentage            57%                                  70%

Products only:
 Gross profit                2,368,837           (10%)            2,620,446
 Gross profit percentage           54%                                  69%

Gross profit margins were 57% of net sales in the first quarter of 1999 compared
to 70% for the comparable period in 1998. The gross profit margin percentage
decrease was primarily due to higher raw material costs relating to the
LaserScan LSX excimer laser system ($409,000), a higher level of manufacturing
overhead ($215,000), resulting primarily from increases at LaserSight's Costa
Rican manufacturing facility and an increase in LaserSight's inventory
obsolescence reserve ($116,000).

Research,  Development and Regulatory  Expense.  The following  tables present a
comparative analysis of research, development and regulatory expenses for the
three month periods ended March 31, 1999 and 1998.

                        For the Three Month                  For the Three Month
                           Period Ended                         Period Ended
                          March 31, 1999     Percent Change    March 31, 1998
                        -------------------  --------------  -------------------

Research, development
   and regulatory           $  781,191            (4%)           $  817,556

As a percentage of
   technology revenues             18%                                  22%

Research, development and regulatory expenses for the first quarter of 1999 were
$781,191, a decrease of $36,365 or 4% from such expenditures during the
comparable period in 1998. LaserSight continued to develop its keratome systems,
excimer laser systems and continued to pursue its protocols in its effort to
attain FDA approval. As a result of a continuation of the efforts described plus
the anticipated development of new product ideas, LaserSight expects research
and development expenses during the remainder of 1999 to increase over levels
incurred during the first quarter of 1999. Regulatory expenses may increase as a
result of LaserSight's continued pursuit of FDA approval, protocols added during
1997 and 1998 related to the potential use of the Company's laser systems for
treatment of glaucoma and LASIK and the possible development of additional
future protocols for submission to the FDA.

                                       11
<PAGE>


Other  General and  Administrative  Expenses.  The  following  tables  present a
comparative analysis of other general and administrative expenses for the three
month periods ended March 31, 1999 and 1998.

                        For the Three Month                  For the Three Month
                           Period Ended                         Period Ended
                          March 31, 1999     Percent Change    March 31, 1998
                        -------------------  --------------   ------------------

Other general and
    administrative          $ 3,666,221            68%           $ 2,181,702

As a percentage of 
    total revenues                  75%                                  51%
                                                                                

Other  general and  administrative  expenses for the first  quarter of 1999 were
$3,666,221, an increase of $1,484,519 or 68% from such expenditures during the
comparable period in 1998. This increase was due to an increase in other general
and administrative expenses incurred at LaserSight's technology subsidiary of
approximately $1,654,000 from first quarter 1998 levels. These increases were
incurred to fund the strategic initiatives of LaserSight and the development of
its products and services. Such efforts included enhancements to the customer
support, quality assurance, marketing, software development, manufacturing and
engineering departments ($585,000), costs of the aesthetic laser product line
acquired in April 1998 ($176,000), costs relating to developing LaserSight's
blade manufacturing operation ($164,000), higher depreciation and lease costs
(including the new blade manufacturing facility and larger office space)
($164,000), legal expenses ($131,000), salaries ($138,000), primarily resulting
from staffing additions to the intellectual property, customer training,
accounting, information systems and human resources departments and bad debt
expense ($227,000), which represented a general increase in reserves. See
"--Financial and Liquidity Risks--If Our Uncollectible Receivables Exceed Our
Reserves We will Incur Additional Unanticipated Expenses". The total increase
was partially offset by a reduction in other general and administrative expenses
of The Farris Group ("TFG") ($128,000) from 1998 levels.

Selling Related Expenses. The following tables present a comparative analysis of
selling related expenses for the three month periods ended March 31, 1999 and
1998.

                        For the Three Month                  For the Three Month
                           Period Ended                         Period Ended
                          March 31, 1999     Percent Change    March 31, 1998
                        -------------------  --------------  -------------------

Selling related expenses    $ 1,103,435             13%          $  973,563

As percentage of technology
   revenues                         25%                                  26%


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  increased by $129,872 for the first  quarter of 1999
compared to the comparable period in 1998. The primary reasons for this increase
include a higher level of royalty fees ($110,000) resulting from a higher
average system selling price and increased warranty estimates ($123,000)
resulting from the increased level of LaserScan LSX system sales. These

                                       12
<PAGE>

increases were partially offset by a lower level of laser system sales with an
associated distributor commission ($145,000).

Amortization of Intangibles. The following tables present a comparative analysis
of amortization costs as related to intangible assets for the three month
periods ended March 31, 1999 and 1998.

                        For the Three Month                  For the Three Month
                           Period Ended                         Period Ended
                          March 31, 1999     Percent Chang     March 31, 1998
                        -------------------  --------------  -------------------

Amortization of
  intangibles               $   634,071           7%             $  591,784

Those  items  directly  related to the  amortization  of  intangible  assets are
acquired technology, acquired patents and goodwill. During the first quarter of
1999, costs relating to the amortization of intangible assets increased by
$42,287 over the comparable period in 1998.

Loss From  Operations.  There was an operating  loss of  $3,376,115 in the first
quarter of 1999 compared to an operating loss of $1,585,062 for the comparable
period in 1998. The increase in the loss from operations is primarily due to the
increase in other general and administrative expenses incurred by LaserSight's
technology subsidiary from 1998 levels. This increase in the loss from
operations was partially offset by an improvement in the operating gain
generated by the patent services subsidiary and a reduction in the operating
loss generated by TFG.

Other Income and Expense. Interest and dividend income was $101,521 in the first
quarter of 1999 compared to interest and dividend income of $114,856 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 incurred was $45,770
in the first quarter of 1999 compared to interest expense of $396,521 for the
comparable period in 1998. Interest expense incurred during the first quarter
1999 related primarily to an adjustment to the fair value of the warrants issued
to Foothill Capital Corporation (Foothill). Interest expense incurred by
LaserSight during the three month period ended March 31, 1998, related primarily
to the credit facility established with Foothill on April 1, 1997 and repaid in
full in June 1998. In addition to interest paid on the outstanding note payable
balance, interest expense includes 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 first three months of
1998, LaserSight recognized gains on the sale of subsidiaries and securities of
$214,376 resulting from the sale of marketable equity securities received in
December 1997 in exchange for the sale of two health care subsidiaries.

Income  Taxes.  For the three  months ended March 31,  1999,  LaserSight  had no
income tax expense compared to $311,156 in the first quarter of 1998. The 1998
provision for income taxes was primarily the result of $1,200,000 in royalties
received for the license of certain patents, the income from which was deferred
for accounting purposes.

Net Loss.  Net loss for the first quarter of 1999 was  $3,320,364  compared to a
net loss of $1,963,507 for the comparable period in 1998. The increase in net
loss for the first quarter of 1999 can be attributed to the increase in other
general and administrative expenses generated at LaserSight's technology
subsidiary.

Loss Attributable to Common  Shareholders.  For the three months ended March 31,
1998, LaserSight's loss attributable to common shareholders was impacted by the
following events: premiums paid on the repurchase of shares of Series B
Preferred Stock ($702,000), accretion of the financing costs related to such
shares ($396,121) and the value of the conversion discount on Series B Preferred
Stock ($25,372).

                                       13
<PAGE>

Loss Per Share.  Loss per basic and diluted  share  decreased to ($0.25) for the
first quarter of 1999 compared to ($0.30) for the comparable period in 1998. Of
the basic and diluted losses per share for the three month period ended March
31, 1998, ($0.11), 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. The weighted average shares of
Common Stock outstanding increased primarily due to the conversion of Series B
Preferred stock, acquisition activity, the exercise of options and warrants and
the private placement completed in March 1999.

Liquidity and Capital Resources.

Working  Capital.  Working  capital  increased  $6,487,553  from  $14,874,638 at
December 31, 1998 to $21,362,191 as of March 31, 1999. This increase in working
capital resulted primarily from the March 1999 private placement of common stock
and increases in accounts receivable and inventory offset by increases in
accounts payable.

Sources  and Uses of Funds.  Operating  activities  used net cash of  $2,351,648
during the first three months of 1999, compared to $4,138,774 of net cash used
during the comparable period in 1998. This improvement is primarily the result
of a decrease in accounts and notes receivable ($237,000) (primarily resulting
from more favorable sales terms being obtained on the sale of our LaserScan LSX
excimer laser system), and an increase in accounts payable levels ($1,382,000),
partially offset by the larger first quarter net loss in 1999 of approximately
$3,320,000, higher inventory levels ($893,000) and a decrease in deferred
revenues ($171,000).

Net cash used in investing  activities during the first three months of 1999 was
$138,550 compared to $7,621,410 of net cash provided by investing activities
over the comparable period in 1998. Net cash used in investing activities during
the first three months of 1999 can be attributed to the purchase of furniture,
equipment and leasehold improvements ($139,000). Net cash provided by investing
activities during the first quarter of 1998 can be primarily attributed to
proceeds generated from the licensing of patents ($6,200,000) and from the sale
of investments ($1,548,000), partially offset by the purchase of furniture,
equipment and leasehold improvements ($139,000).

Net cash provided from  financing  activities  was  $8,844,767  during the first
three months of 1999, compared to $4,212,000 in net cash used in financing
activities over the comparable period in 1998. Net cash provided from financing
activities during the first quarter of 1999 resulted from the issuance of common
stock in a private placement ($8,850,000). The proceeds from the private
placement were partially offset by payments made on a capital lease obligation
($5,000). Net cash used in financing activities during the first quarter of 1998
consisted of the repurchase of Series B Preferred Stock ($4,212,000).

With our $9 million  financing  that closed in March 1999,  we believe  that our
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 anticipated timely entry into the
international marketplace with keratome related products during the second
quarter of 1999 and the U.S. market with both our keratome related products in
the second quarter of 1999 and LaserScan LSX excimer laser system late in 1999,
the anticipated timely collection of receivables including faster anticipated
collections and the lack of extended payment terms on keratome related products,
and the absence of unanticipated product development 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, experience significant further delays in the
shipment of our UniShaperTM Single-Use Keratome product or in the FDA clearance
and entry into the U.S. market of our LaserScan LSX excimer laser system, or
experience less market demand for our products than we anticipate, our liquidity
could be materially and adversely affected.

                                       14
<PAGE>

      Similarly,  our long-term  liquidity  will be dependent on the  successful
entrance into the U.S. market with our laser systems and/or our keratome
systems, and our success in collecting our receivables on a timely basis. We
cannot assure you that we will not 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. 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 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. 

      We expect cash flow from operations to show  improvement  during 1999 as a
result of the expected shipment of the LaserScan LSX excimer laser system and
UniShaper single use keratome. However, we expect to incur a loss and a deficit
in cash flow from operations for the second quarter of 1999. There can be no
assurance that we can regain or sustain profitability or positive operating cash
flow in any subsequent fiscal period. We may from time to time reassess our
credit policies and the terms we make available to individual customers. 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. We are placing greater emphasis on
the terms and collection timing of future sales.

      We expect to begin commercial shipment of our keratome products,  increase
the level of manufacturing and distribution of our laser systems and to continue
a variety of research and development activities on our excimer and solid-state
laser systems over the next twelve months and it is anticipated that such
keratome, research and development and regulatory efforts in the U.S. will be
the most significant technology related expenses in the foreseeable future.

      LaserSight  is  receptive to joint  venture  discussions  with  compatible
companies for the further development of international markets for our
products. We have no present commitments for joint venture relationships, and no
assurance can be given that any such relationships will be secured on terms
satisfactory to us.

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 Competition Risks

      WE MAY ENCOUNTER  DIFFICULTIES  COMPETING IN THE 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 existing products and distribution systems in the marketplace and are
substantially larger, better financed, and better known. Two of our principal
competitors, Summit Technology, Inc. and Autonomous Technology Corporation,
recently merged. The market presence, technology base and distribution 
capabilities of the combined entities will be substantial. Further, the merger
provides Autonomous with licenses to use certain patents owned by Visx, Inc.

                                       15
<PAGE>

      MANY OF OUR COMPETITORS HAVE RECEIVED BROADER REGULATORY APPROVALS AND ARE
CURRENTLY MARKETING COMPETING PRODUCTS WHICH MAY PREVENT US FROM MARKETING OUR
PRODUCTS ONCE WE RECEIVE REGULATORY APPROVAL. We have not yet received the Good
Manufacturing Practices ("GMP") clearance from the FDA that is required for the
commercial sale of our LaserScan LSX excimer laser system. Based on the current
status of development efforts, we believe that it is reasonable to expect such
FDA clearance in the next four to seven months. However, we cannot be certain as
to the receipt or the timing of receipt of such clearance. A number of lasers
manufactured by other companies have either received, or are in the process of
receiving, FDA approval for specific procedures, and, accordingly, may have or
develop a higher level of acceptance in some markets than our lasers. In
addition to laser systems of Summit Technology, Inc., Visx, Inc. and others
already approved for commercial sale in the U.S., Nidek Co., Ltd. obtained FDA
approval of its EC-5000 excimer laser system in December 1998. Other
manufacturers, including Bausch & Lomb, are expected to obtain approval during
1999, giving them the right to market their systems commercially in the U.S. The
established market presence in the U.S. of previously-approved laser systems, as
well as the entry of new competitors into the market upon receipt of regulatory
approvals, could impede our ability to successfully introduce our LaserScan LSX
excimer laser system and 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 AoDoKTM,  and a multiple use durable  keratome
product,  the UltraShaperTM.  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 the
surgeon's and patient's choice for laser refractive surgery both in the U.S. and
internationally.  We believe  there are five main  competitors  in the  keratome
business,  all of whom have received FDA  clearance for and are marketing  their
keratomes in the U.S.  and  elsewhere.  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
expect  clearance on the  UltraShaper  within the next 30 to 60 days. The use of
our keratome products is not required to perform LASIK procedures.

      NEW PRODUCTS OR  TECHNOLOGIES  COULD ERODE DEMAND FOR OUR PRODUCTS OR MAKE
THEM OBSOLETE. In addition to competing with eyeglasses, contact lenses and
radial keratotomy, excimer laser vision correction competes or may compete with
newer technologies such as intraocular lenses, corneal rings and surgical
techniques using different types of lasers. To date, we have not been materially
affected by the introduction of new or advanced technologies in the laser vision
correction industry. Two products that may become competitive within the next
one to three years are intraocular lenses and corneal rings. Both of these
procedures involve lens implants that require an invasive surgical procedure,
unlike an excimer laser, and their ultimate market acceptance is unknown at this
time. To the extent that any of these or other new technologies are perceived to
be clinically superior or economically more attractive than excimer laser vision
correction, they could erode demand for our excimer laser 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 our PRK and LASIK laser procedures obsolete, it could have
a material adverse effect on our business, financial condition and results of
operations.

      While we do not anticipate that  additional  technical  difficulties  will
arise  that  would  further  delay  or  prevent  the   successful   development,
introduction  and  marketing  of the  UniShaper,  we cannot be certain  that new
difficulties  will  not  arise.  Unanticipated  logistical  issues,  such as the
manufacturer's  failure to meet expected production goals, may arise which could
further delay the commercialization of the product. As is typical in the case of
new and rapidly evolving industries,  demand and market for  recently-introduced
technology  and  products  is  uncertain,  and we  cannot  be  certain  that our
UniShaper  single use product or future new  products and  enhancements  will be
accepted in the marketplace. In addition, announcements of new products, whether

                                       16
<PAGE>

for sale in the near future or at some later date, may cause  customers to defer
purchasing our existing products.

      BECAUSE THE SALE OF OUR PRODUCTS IS DEPENDENT  ON MARKET  ACCEPTANCE,  THE
LACK OF BROAD MARKET ACCEPTANCE OF LASER-BASED EYE TREATMENT WILL HAVE AN
ADVERSE EFFECT ON BUSINESS. We believe that whether we achieve profitability and
growth will depend, in part, upon broad acceptance of PRK or LASIK in the U.S.
and other countries. We cannot be certain that PRK or LASIK will be accepted by
either the ophthalmologists or the public as an alternative to existing methods
of treating refractive vision disorders. The acceptance of PRK and LASIK may be
adversely affected by:

      o The cost of the procedure
      o Possible concerns relating to safety and efficacy 
      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  lack  of   third-party reimbursement for the procedures 
      o Possible future  unfavorable  publicity involving  patient  outcomes
        from the use of PRK or LASIK  systems 
      o The possible shortages of ophthalmologists
        trained in the procedures.

      The failure of PRK or LASIK to achieve broad market  acceptance could have
a material adverse effect on our business, financial condition and results of
operations.

Financial and Liquidity Risks

      WE HAVE  EXPERIENCED  SIGNIFICANT  LOSSES AND OPERATING CASH FLOW DEFICITS
AND WE EXPECT THAT OPERATING CASH FLOW DEFICITS WILL CONTINUE THROUGH AT LEAST
THE SECOND QUARTER OF 1999. We experienced significant net losses and deficits
in cash flow from operations for the three month period ended March 31, 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 regain or sustain
profitability or positive operating cash flow.

                        Three Month Period
                          Ended March 31,    Years Ended December 31,
                               1999           1998              1997
                               ----           ----              ----
Net Loss                   $3.3 million   $11.9 million      $7.3 million
Deficit in Cash Flow
 from Operations           $2.4 million   $14.3 million      $4.4 million

      As of March 31, 1999, we had an accumulated  deficit of $27.1 million.  We
expect to report a loss and deficit in cash flow from operations for the second
quarter of 1999.

      IF OUR  UNCOLLECTIBLE  RECEIVABLES  EXCEED  OUR  RESERVES  WE  WILL  INCUR
ADDITIONAL UNANTICIPATED EXPENSES. 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 $2.8 million at
March 31, 1999, will be sufficient to cover the amount of our actual write-offs
over time. At March 31, 1999, our trade accounts and notes receivable totaled
approximately $12.1 and accrued commissions, the payment of which generally
depends on the collection of such net trade accounts and notes receivable,
totaled approximately $1.8. Actual write-offs that materially 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 quarter of 1999 was approximately $0.3 million. Our
total expense related to uncollectible accounts increased $1.9 million in 1997

                                       17
<PAGE>

to approximately $2.3 million, related to accounts that were determined to be
uncollectible largely as a result of the customers' inability to sustain surgery
volumes necessary to support the system, the risks inherent in international
sales and additional reserves for uncollectible accounts. Such expense decreased
to approximately $1.2 million in 1998, reflecting our subsequent focus on
customers who have historically had more significant refractive surgery
practices, generally improved terms of sales in 1998 and additional history upon
which to estimate levels of reserves. No accounts were written off during the
first quarter of 1999. Actual accounts written off during 1998 and 1997 were
$0.5 million and $1.8 million, respectively. 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 93% of
our net receivables at March 31, 1999 related to international accounts.

      Our agreements with our 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, whether 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
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.

      Our ability to evaluate the  financial  condition  and revenue  generating
ability of our prospective customers located outside of the United States, 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. See "--Company
and Business Risks--We are Subject to Certain Risks Associated with our
International Sales."

      IF WE  EXPERIENCE  DIFFICULTY  COLLECTING  RESTRUCTURED  RECEIVABLES  WITH
EXTENDED PAYMENT TERMS, WE MAY EXPERIENCE LIQUIDITY PROBLEMS. At March 31, 1999,
we had extended the original payment terms of laser customer accounts totaling
approximately $1,989,000, by periods ranging from 12 to 48 months. Such
restructured receivables represent approximately 13 percent of our gross
receivables as of March 31, 1999. Our liquidity and operating cash flow would be
adversely affected if additional extensions become necessary in the future. In
addition, it may 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 schedules extend beyond the economic life of the
applicable systems.

      WE WILL EXPERIENCE LIQUIDITY PROBLEMS IF, AS IN THE PAST, WE ARE UNABLE TO
COLLECT OUR RECEIVABLES IN A TIMELY MANNER AND ADDITIONAL FINANCING MIGHT NOT BE
AVAILABLE IF WE NEED IT. During the three month period ended March 31, 1999, and
the year ended December 31, 1998, we experienced $2.4 million and $14.3 million
in deficits in cash flow from operations, respectively. We expect that any
improvements in cash flow from operations will depend on, among other things,
our ability to market, produce and sell our new LaserScan LSX laser systems in
larger quantities and our ability to market, produce and sell our UniShaper
single use keratome product on a commercial basis. During the first quarter of
1999 and the fourth quarter of 1998, LaserScan LSX laser system sales accounted
for the majority of laser systems sold, and we expect sales of our LaserScan LSX
laser system to make a more significant contribution to our operating results in
the future. Because we are still in the process of completing the clinical

                                       18
<PAGE>

validation of our UniShaper single use keratome product, we do not believe that
regular commercial shipments of that product will begin until the second quarter
of 1999.
                                       
      With our financing that closed in March 1999, we believe that our 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 anticipated timely entry into the international
marketplace with keratome related products and the U.S. market with both our
keratome related products and LaserScan LSX system, the anticipated timely
collection of receivables including faster anticipated collections and the lack
of extended payment terms on keratome related products, and the absence of
unanticipated product development 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, experience significant further delays in the shipment of our
UniShaper single use keratome product or in the FDA clearance and entry into the
U.S. market of our LaserScan LSX laser system, or experience less market demand
for our products than we anticipate, our liquidity could be materially and
adversely affected.

      Similarly,  our long-term  liquidity  will be dependent on the  successful
entrance into the U.S. market with our laser systems and/or our keratome
systems, and our success in collecting our receivables on a timely basis. We
cannot be certain that we will not 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. 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 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

      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 volatility of our common stock imposes a greater risk of
capital losses on stockholders as compared to less volatile stocks. In addition,
such volatility makes it difficult to ascribe a stable valuation to a
stockholder's holdings of LaserSight common stock. Factors such as announcements
of technological innovations or new products by LaserSight or its 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 security
analysts, have and may continue to have a significant impact on the market price
of LaserSight common stock. Moreover, the possibility exists that 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.

      VARIATIONS IN OUR SALES AND OPERATING RESULTS MAY CAUSE OUR STOCK PRICE TO
DECLINE. 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, we have historically operated with little
or no backlog because our products are generally shipped as orders are received,
and a significant portion of 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 orders received and laser systems shipped late in
that quarter. Other factors that may cause our operating results to fluctuate
include:

      o  timing of regulatory approvals and the introduction of new products;
      o  reductions, cancellations or fulfillment of major orders;

                                       19
<PAGE>

      o  the addition or loss of significant customers;
      o  our relative mix of business;
      o  changes in pricing by us or our competitors;
      o  changes in personnel and employee utilization rates;
      o  costs related to expansion of our business;
      o  increased competition; and
      o  budget decisions by our customers.

      As a result  of  these  fluctuations,  we  believe  that  period-to-period
comparisons of our operating results cannot necessarily 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. In such event, the trading price of our common
stock would likely decline.

      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. As of May 14, 1999, of
LaserSight's 15,621,076 shares of common stock outstanding, approximately 13.1
million shares were freely tradable without restriction or further registration
under the Securities Act, except to the extent such shares are held by
"affiliates" of LaserSight as that term is defined in Rule 144 under Securities
Act or subject only to the satisfaction of a prospectus delivery requirement.
Shares included in the March 1999 private placement will be freely tradable on a
similar basis once a registration statement covering such shares is filed and
declared effective.

      Shares of common  stock  which  LaserSight  may issue in  connection  with
future 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.

      o  We may be required to issue more than 3.5 million  additional shares of
         common stock upon the exercise of outstanding warrants and to satisfy
         certain contingent contractual obligations.

      o  In addition, the 4 million outstanding shares of Series C and Series D 
         Preferred Stock may be converted into common stock at any time.

      o  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 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. Some of the factors we consider when we
determine whether to include such provisions are our cash resources, the trading
history of our common stock, the negotiating position of the selling party or
the investors, and the extent to which we estimate that the expected benefit
from the acquisition or financing exceeds the expected dilutive effect of the
price-protection provision.

      CERTAIN  ANTI-TAKEOVER  MEASURES  MAY HAVE AN ADVERSE  EFFECT ON OUR STOCK
PRICE AND MAY ALSO DISCOURAGE TAKEOVERS THAT MIGHT BE BENEFICIAL TO
STOCKHOLDERS. Certain provisions of our certificate of incorporation, by-laws

                                       20
<PAGE>

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. 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 ("Right") on each outstanding 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.

Company and Business Risks

      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, and J. Richard
Crowley, the President and Chief Operating Officer of our LaserSight
Technologies subsidiary. A loss of one or more such officers or key employees,
especially of Mr. Farris or Mr. Crowley, could have a material adverse effect on
our business. We do not carry "key man" insurance on Mr. Farris, Mr. Crowley or
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  OF 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 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.

      o  IT  Systems.  Our IT systems  are  microcomputer-based  and  consist of
         standard software purchased from outside vendors. All software is being
         identified and assessed to determine the extent of modification
         required in order to be Y2K compliant. We believe that all software

                                       21
<PAGE>

         will be made Y2K compliant before the end of June 1999 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
         majority of such new software implemented in the second quarter of
         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,  and testing, 
         including validation of compliance, is substantially complete.         
      
    
      o  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. Over 95% have responded to date, and we
         are continuing to assess their responses.

      o  Products.  We are  not  aware  of any Y2K  problems  with  our  current
         production model, the LaserScan LSX excimer laser system, 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. We are taking
         steps to promptly notify affected users and, except for those users
         under warranty or service contract, 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 intend to develop contingency plans for Y2K issues which, if not timely
resolved, could have a significant impact on our operations. These plans will be
designed 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 $150,000,  of which
approximately $70,000 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.

      Due to the  general  uncertainty  inherent in our Y2K  compliance,  mainly
resulting from our dependence upon the Y2K compliance of the government
agencies, suppliers, vendors and distributors with whom we and our service
providers deal, we are unable to determine at this time our most reasonably
likely worst case scenario. While we expect our Y2K compliance efforts to reduce
significantly our level of uncertainty about the impact of Y2K issues affecting
IT and Non-IT systems and our product offerings, we cannot be certain that costs
related to the lack of Y2K compliance of third parties, business interruptions,

                                       22
<PAGE>

litigation and other liabilities related to Y2K issues will not have a material
adverse effect on our business, financial condition and results of operations.

      GOVERNMENT  REGULATION AND REGULATORY  DECISIONS MAY RESTRICT OR DELAY THE
MANUFACTURE AND MARKETING OF OUR PRODUCTS. Our laser products are subject to
strict governmental regulations which materially affect our ability to
manufacture and market these products and directly impact our overall prospects.
All laser devices marketed in interstate commerce are subject to the laser
regulations required by the Radiation Control for Health and Safety Act, as     
administered by the FDA. The regulations impose design and performance
standards, labeling and reporting requirements, and submission conditions in
advance of marketing for all medical laser products. Our ophthalmic laser
systems produced for medical use require Pre-Market Approval ("PMA") by the FDA
before we can ship our laser systems for use in the U.S. Each separate medical
device requires a separate FDA submission, and specific protocols have to be
submitted to the FDA for each claim made for each medical device.

      Since we received notification from the FDA that our PMA for PRK treatment
of nearsightedness had been accepted for filing in May 1998, the FDA has
requested additional information to which we have responded. Informal
communication continues on a regular basis. We underwent an FDA audit of the
clinical research portion of the PMA application in March 1999, completing that
portion of the inspection process. If and when our ophthalmic laser systems
receive PMA by the FDA, we will be required to obtain GMP clearance with respect
to our manufacturing facilities, the final step of the approval process, which
is expected in summer 1999. These regulations impose certain procedural and
documentation requirements with respect to our manufacturing and quality
assurance activities. Our facilities will be subject to inspections by the FDA,
and if any material noncompliance with GMP guidelines is noted during facility
inspections, the marketing of our laser products may be adversely affected. In
addition, if any of our suppliers of significant components or sub-assemblies
cannot meet our specification requirements, we could be delayed in producing
commercial systems for the U.S. market.

      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 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. In particular, all member countries of
the European Economic Union ("EU") require CE Mark certification of compliance
with the EU medical directives as the standard for regulatory approval for sale
of laser systems in EU member countries. Both of our LaserScan LSX and LaserScan
2000 laser systems have received CE Mark certification, the former of which was
received in September 1998.

      We  cannot  determine  the  costs  or time it will  take to  complete  the
approval process and the related clinical testing for our medical laser
products. Future legislative or administrative requirements, in the U.S., or
elsewhere, may adversely affect our ability to obtain or retain regulatory
approval for our laser products. The failure to obtain required approvals on a
timely basis could have a material adverse effect on our business, financial
condition and results of operations.

      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

                                       23
<PAGE>

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 the 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 prospectus, 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.

      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 will not be accepted in the marketplace,
we are required to make certain minimum payments to the licensors under our
UniShaper single use keratome limited exclusive license agreement. Under the
agreement, we are required to pay a total of $300,000 in two equal installments
due six and 12 months after the date of our receipt of completed limited
production molds and to provide an excimer laser. We provided the laser during
the quarter ended June 30, 1998, and we expect to accept and receive such molds
once we determine that the product is ready to be commercially shipped. We
currently anticipate regular commercial shipments to commence in the second
quarter of 1999. In addition, commencing seven months after such date, we will
be required to make royalty payments equal to 50% of our defined gross profits
from UniShaper single use keratome sales, with a minimum royalty of $400,000 per
calendar quarter for a period of eight quarters.

      WE ARE SUBJECT TO CERTAIN RISKS ASSOCIATED WITH OUR  INTERNATIONAL  SALES.
Our international sales accounted for 83% and 87% of our total revenues during
the first quarter ended March 31, 1999, and the year ended December 31, 1998,
respectively. We expect sales to international accounts will continue to
represent a comparable percentage of our total sales unless and until our
systems are cleared for commercial distribution in the U.S., or with respect to
those products that do not require regulatory approval, otherwise enter the U.S.
market. The majority of our international sales for the first quarter ended
March 31, 1999, were to Canada, Italy and Spain and for the year ended December
31, 1998, were to customers in Canada, China, Brazil, Mexico, Italy, Argentina,
South Africa and Turkey. Our business, financial condition and international
results of operations may be adversely affected by present economic instability
in Brazil and the impact of that instability on other South American countries,
future economic instability in other countries in which we have sold or may
sell, increases in duty rates, difficulties in obtaining export licenses,
ability to maintain or increase prices, and competition. In addition,
international sales may be limited or disrupted by:

      o The imposition of government  controls
      o Export  license  requirements 
      o Political instability
      o Trade restrictions 
      o Changes in tariffs 
      o Difficulties  in staffing  and  coordinating 
        communications among and managing international operations.

                                       24
<PAGE>

      Because all of our sales have been denominated in U.S. dollars,  we do not
have exposure to typical foreign currency fluctuation risk. However, due to our
significant export sales, we are subject to currency exchange rate fluctuations
in the U.S. dollar, which could increase the effective price in local currencies
of our products. This could in turn result in reduced sales, longer payment
cycles and greater difficulty in collecting receivables. See "--If Our
Uncollectible Receivables Exceed Our Reserves We will Incur Additional
Unanticipated Expenses" above. Although we have not experienced any material
adverse effect on our operations as a result of such regulatory, political and
other factors, such factors may have a material adverse effect on our operations
in the future or require us to modify our business practices.

      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.

      OUR SUPPLY OF CERTAIN  CRITICAL  COMPONENTS AND SYSTEMS MAY BE INTERRUPTED
BECAUSE OF OUR RELIANCE ON A LIMITED NUMBER OF SUPPLIERS. LaserSight currently
purchases certain components used in the production, operation and maintenance
of its laser systems and related products from a limited number of suppliers and
certain key components are provided by a single vendor. Any interruption in the
supply of critical laser components could have a material adverse effect on our
business, financial condition and results of operations. For example, the
UniShaper single use keratome product will be manufactured exclusively for
LaserSight by Frantz Medical Development Ltd., an ISO 9001 company experienced
in the manufacture of engineering-grade medical devices. We also have exclusive
supply arrangements for certain key laser system components with TUI
Lasertechnik und Laserintegration GmbH. 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. We do
not know if such substitute suppliers could be located and qualified in a timely
manner or could provide required products on commercially reasonable terms.

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, including TFG in 1994,
Photomed in 1997 and 1998, IBM Patents in August 1997 and our acquisition of
certain assets of SEO Medical in April 1998. Although we are currently focusing
on our existing operations, 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 or we may not be able to obtain
financing on satisfactory terms for such activities. In addition, with respect
to our recent acquisitions as well as any future transactions, 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. We cannot be certain
that we would succeed in overcoming these risks or any other problems in
connection with any acquisitions we may make or joint ventures or arrangements
we may enter into.

                                       25
<PAGE>

      AMORTIZATION  AND CHARGES  RELATING TO OUR SIGNIFICANT  INTANGIBLE  ASSETS
COULD ADVERSELY AFFECT OUR STOCK PRICE AND REPORTED NET INCOME OR LOSS. Goodwill
is an intangible asset that represents the difference between the total purchase
price of the acquisitions and the amount of such purchase price allocated to the
fair value of the net assets acquired. Goodwill and other intangible assets are
amortized over a period of time, with the amount amortized in a particular
period constituting a non-cash expense that reduces our net income or increases
our net loss. Of our total assets at March 31, 1999, approximately $15.6
million, or 31%, were intangible assets. The following table presents an
overview of our significant intangible assets and goodwill at March 31, 1999:

                         Value of Assets
                        at March 31, 1999      Amortization Period
                        -----------------      -------------------
    Goodwill              $6.4 million             12-20 years
    Cost of Patents       $4.2 million              8-17 years
    Acquired Licenses 
     and Technology       $5.0 million           31 months-12 years
                                               
      A reduction in net income  resulting from the amortization of goodwill and
other intangible assets may have an adverse impact upon the market price of our
common stock. In addition, in the event of a sale or liquidation of LaserSight
or our assets, we cannot be certain that the value of such intangible assets
would be recovered.

      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 TFG in view of the substantial reduction in the
subsidiary's operating results in 1996 and 1997. TFG's operating results have
improved in 1998 when compared to 1996 and 1997. If TFG is unsuccessful in
continuing to improve its financial performance, some or all of the carrying
amount of goodwill recorded, approximately $3.7 million at March 31, 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
March 31, 1999, LaserSight had approximately $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.

                                       26
<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS
  
         Certain 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

         a)  Not applicable.

         b)  In  connection  with the March 1999  private  placement of
             Common Stock described below, LaserSight amended its
             Stockholder Rights Agreement to provide, among other
             things, that no person shall become an Acquiring Person
             (as defined in the Rights Agreement) as the result of an
             acquisition of LaserSight securities (or the acquisition
             of Common Stock upon the exercise of such securities) in
             such private placement. Reference is made to the Form
             8-A/A filed with the SEC on March 29, 1999, for more
             detailed information regarding the Amendment to the Rights
             Agreement.

         c)  During the first quarter ended March 31, 1999, the Company
             sold the following unregistered securities:

             1) In February 1999,  LaserSight  issued 67,500 warrants
                to purchase Common Stock at $5.00 per share to Guy
                Numann as consideration for ongoing consulting
                services. The warrants vest on February 22, 2002 and
                expire on February 22, 2004. Reference is made to the
                form of Warrant filed as an exhibit to this Form 10-Q
                for the three months ended March 31, 1999, for more
                detailed information regarding this warrant.

             2) In March 1999,  LaserSight  closed a transaction  for
                the sale of 2,250,000 shares of Common Stock to a
                total of six investors, including Pequot and TLC, in
                exchange for the Company receiving $9 million in
                cash. In addition, the investors received a total of
                225,000 warrants to purchase Common Stock at $5.125
                per share, the Common Stock closing price on March 22, 1999.
                The warrants expire on March 22, 2004. Reference is made to the
                Securities Purchase Agreement and form of Warrant filed as
                exhibits to LaserSight's Form 10-K for the year ended
                December 31, 1998, for more detailed information regarding
                this private placement.

             The issuance and sale of all such shares was exempt from
             the registration and prospectus delivery requirements of
             the Securities Act of 1933 by virtue of Section 4(2)
             thereof due to, among other things, (i) the limited number
             of persons to whom the shares were issued, (ii) the
             distribution of disclosure documents to all investors,
             (iii) the fact that each such person represented and
             warranted to LaserSight, among other things, that such
             person was acquiring the shares for investment only and
             not with a view to the resale or distribution thereof, and
             (iv) the fact that certificates representing the shares
             were issued with a legend to the effect that such shares
             had not been registered under the Securities Act or any
             state securities laws and could not be sold or transferred
             in the absence of such registration or an exemption
             therefrom.

                                       27
<PAGE>

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.

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, 10.32, 10.33, 10.39
              and 10.40.

 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*).
                                       28
<PAGE>

 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*).

 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
                                       29
<PAGE>

              Incorporateddated  March 14,  1997  (filed as Exhibit  99.1 to the
              Company's Form 8-K filed on March 27, 1997*).

 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*).

                                       30
<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        Warrant to Purchase  Common Stock,  dated November 11, 1998 by and
              between  LaserSight  Incorporated  and Mercacorp,  Inc.  (filed as
              Exhibit  10.33 to the  Company's  Form 10-Q filed on November  16,
              1998*).

 10.33        Warrant to Purchase  Common Stock,  dated November 11, 1998 by and
              between  LaserSight  Incorporated  and Mercacorp,  Inc.  (filed as
              Exhibit  10.34 to the  Company's  Form 10-Q filed on November  16,
              1998*).

 10.34        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*).

 10.35        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*).

 10.36        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*).

 10.37        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*).

 10.38        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*).

 10.39        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*).

 10.40        Warrant to purchase  67,500 shares of Common Stock dated  February
              22, 1999 by and between LaserSight Incorporated and Guy Numann.

                                       32
<PAGE>

  11          Statement of Computation of Loss Per Share

  27          Financial Data Schedule

  99          Press release dated May 17, 1999

              b) Reports on Form 8-K

              No reports on Form 8-K were filed during the three months ended
              March 31, 1999.

 

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

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

                                       33
<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: May 17, 1999                          By: /s/ Michael R. Farris
                                                 -------------------------------
                                                 Michael R. Farris,
                                                 Chief Executive Officer



Dated: May 17, 1999                          By: /s/ Gregory L. Wilson
                                                 -------------------------------
                                                 Gregory L. Wilson,
                                                 Chief Financial Officer
                                     
                                       34