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 June 30, 1999.

                                                         or

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

Commission File Number:  0-19671

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


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


            3300 University Blvd., Suite 140, Orlando, 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
August 10, 1999 is 17,530,495.

                                       1

<PAGE>


                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

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



PART I.   FINANCIAL INFORMATION

          Item 1.  Condensed Consolidated Financial Statements

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

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

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

                   Condensed Consolidated Statements of Cash Flows for the
                   Six Month Periods Ended June 30, 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 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>
                                                                      June 30,      December 31,
                                                    ASSETS              1999           1998
                                                                   -------------    ------------
CURRENT ASSETS                                                       (Unaudited)
<S>                                                                 <C>                <C>
  Cash and cash equivalents                                         $ 14,663,888       4,437,718
  Accounts receivable - trade, net                                     5,774,116       4,611,834
  Notes receivable - current portion, net                              4,047,101       4,805,831
  Inventories                                                          8,454,809       8,517,636
  Deferred tax assets                                                    167,712         184,997
  Other current assets                                                   406,593         159,057
                                                                   -------------    ------------
                                      TOTAL CURRENT ASSETS            33,514,219      22,717,073

Restricted cash                                                          194,000         194,000
Notes receivable, less current portion, net                            2,842,944       2,880,358
Property and equipment, net                                            1,798,792       1,502,339
Patents, net                                                           4,113,432       4,432,428
Pre-market approval application, net                                   3,208,930       3,663,466
Goodwill, net                                                          6,290,549       6,552,863
Other assets, net                                                      1,820,338       1,930,456
                                                                   -------------    ------------
                                                                    $ 53,783,204      43,872,983
                                                                   =============    ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                                   $ 1,692,763       2,220,045
  Capital lease obligation                                                31,101               -
  Accrued expenses                                                     3,401,315       3,224,369
  Accrued commissions                                                  1,382,036       1,451,180
  Income tax payable                                                       9,239           9,239
  Deferred revenue                                                     1,056,217         937,602
                                                                   -------------    ------------
                                 TOTAL CURRENT LIABILITIES             7,572,671       7,842,435

Refundable deposits                                                      194,000         194,000
Accrued expenses, less current portion                                   662,538         642,880
Deferred royalty revenue, less current portion                           233,333         433,333
Deferred income taxes                                                    167,712         184,997
Long-term obligations                                                    552,519         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 June 30, 1999 and
  December 31, 1998, respectively                                          2,000           2,000
Series D - par value $.001 per share; authorized 2,000,000 shares;
  2,000,000 issued and outstanding at June 30, 1999 and December 31,
  1998, respectively                                                       2,000           2,000
Common stock - par value $.001 per share; authorized 40,000,000 shares;
  17,397,236 and 13,332,835 shares issued at June 30, 1999 and
  December 31, 1998, respectively                                         17,397          13,333
Additional paid-in capital                                            76,559,447      59,407,392
Stock subscription receivable                                         (1,140,000)     (1,140,000)
Accumulated deficit                                                  (30,519,329)    (23,748,303)
Less treasury stock, at cost;  140,200 common shares at June 30,
  1999 and December 31, 1998                                            (521,084)       (521,084)
                                                                   -------------    ------------
                                                                      44,400,431      34,015,338
                                                                   -------------    ------------
                                                                    $ 53,783,204      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)
<TABLE>
<CAPTION>

                               Three Months Ended             Six Months Ended
                                     June 30,                     June 30,
                             --------------------------     -------------------------
                                  1999         1998              1999         1998
                             ------------  ------------     ------------  -----------

REVENUES:
<S>                           <C>            <C>               <C>          <C>
  PRODUCTS                    $ 4,834,635    4,507,319         9,235,850    8,304,085
  ROYALTIES                       330,000      274,000           710,000      521,917
  SERVICES                         96,922      167,661           204,005      366,197
                              -----------  -----------        ----------   ----------
                                5,261,557    4,948,980        10,149,855    9,192,199
COST OF REVENUE:
  PRODUCT COST                  2,294,609    1,713,301         4,326,987    2,889,621
  COST OF SERVICES                 42,646       73,771            89,763      161,127
                              -----------  -----------        ----------   ----------

GROSS PROFIT                    2,924,302    3,161,908         5,733,105    6,141,451

RESEARCH, DEVELOPMENT AND
  REGULATORY EXPENSES             708,979      743,788         1,490,170    1,561,344

OTHER GENERAL AND
  ADMINSTRATIVE EXPENSES        4,132,062    2,652,268         7,798,283    4,833,309
SELLING RELATED EXPENSES        1,090,086      990,589         2,193,521    1,964,153
AMORTIZATION OF INTANGIBLES       634,071      542,577         1,268,142    1,135,021

                              -----------  -----------        ----------   ----------
                                5,856,219    4,185,434        11,259,946    7,932,483
                              -----------  -----------        ----------   ----------

LOSS FROM OPERATIONS           (3,640,896)  (1,767,314)       (7,017,011)  (3,352,376)

OTHER INCOME AND EXPENSES
  Interest and dividend income    192,649      111,442           294,170      226,298
  Interest expense                 (2,415)    (324,020)          (48,185)    (720,541)
  Gain on sale of subsidiaries
    and securities                     --      150,076                --      364,452
                              -----------  -----------        ----------   ----------

NET LOSS BEFORE INCOME TAXES   (3,450,662)  (1,829,816)       (6,771,026)  (3,482,167)

INCOME TAX EXPENSE (BENEFIT)           --      (78,943)               --      232,213
                              -----------  -----------        ----------   ----------

NET LOSS                       (3,450,662)  (1,750,873)       (6,771,026)  (3,714,380)

CONVERSION DISCOUNT ON
  PREFERRED STOCK                      --     (833,500)               --     (858,872)


PREFERRED STOCK ACCRETION AND
  DIVIDEND REQUIREMENTS                --   (1,653,832)               --   (2,751,953)
                              -----------  -----------        ----------   ----------

LOSS ATTRIBUTABLE TO COMMON
  SHAREHOLDERS                $(3,450,662)  (4,238,205)       (6,771,026)  (7,325,205)
                              ===========  ===========        ==========   ==========

LOSS PER COMMON SHARE
  Basic and Diluted:          $     (0.21)       (0.34)            (0.46)       (0.64)
                              ===========  ===========        ==========   ==========

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING
  Basic and Diluted:           16,155,000   12,626,000        14,794,000   11,478,000
                              ===========  ===========        ==========  ===========


      See accompanying notes to condensed consolidated financial statements
</TABLE>

                                       4
<PAGE>

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

<TABLE>
<CAPTION>

                                                           Three Months Ended                         Six Months Ended
                                                                June 30,                                  June 30,
                                                   ------------------------------------      ------------------------------------
                                                        1999                 1998                 1999                1998
                                                   ---------------      ---------------      ----------------    ----------------

<S>                                                 <C>                    <C>                   <C>                 <C>
NET LOSS                                            $ (3,450,662)          (1,750,873)           (6,771,026)         (3,714,380)


OTHER COMPREHENSIVE LOSS:

Reversal of unrealized gain on marketable
securities (net of tax of $353,675 for the three
and six month periods ended June 30, 1998)                    --             (577,048)                   --            (577,048)

Reclassification adjustment for losses
(gains)included in net loss (net of tax of
$(59,172) and $16,825 for the three and six
month periods ended June 30, 1998, respectively)              --               96,543                    --             (27,452)

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


COMPREHENSIVE LOSS                                  $ (3,450,662)          (2,231,378)           (6,771,026)         (4,318,880)
                                                    ============         ============          ============        ============


      See accompanying notes to condensed consolidated financial statements
</TABLE>

                                       5
<PAGE>


                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                     1999                  1998
                                                                                ----------------     -----------------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                                                <C>                    <C>
  Net loss                                                                         $(6,771,026)           (3,714,380)
  Adjustments to reconcile net loss to net cash used in
    operating activities:

  Gain on sale of subsidiaries and securities                                               --              (364,452)
  Depreciation and amortization                                                      1,625,341             1,881,290
  Warrants issued in conjunction with consulting agreement                              68,793                    --
  Increase in accounts and notes receivable                                           (366,138)           (4,198,124)
  Increase (decrease) in inventories                                                    62,827              (390,366)
  Decrease in accounts payable                                                        (527,282)             (494,155)
  Increase (decrease) in accrued expenses                                              127,460              (282,712)
  Income taxes                                                                              --              (873,582)
  Increase (decrease) in deferred revenue                                              (81,385)            1,033,334
  Other                                                                               (347,214)              214,438
                                                                                  ------------           -----------

NET CASH USED IN OPERATING ACTIVITIES                                               (6,208,624)           (7,188,709)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment, net                                            (345,603)             (289,442)
  Proceeds from sale of investments                                                         --             6,527,452
  Net proceeds from exclusive license of patents                                            --             6,170,000
  Transfer to restricted cash account                                                       --           ( 4,200,000)
  Proceeds from restricted cash account                                                     --             4,228,000
                                                                                  ------------           -----------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                   (345,603)           12,436,010


CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                                             8,850,000                    --
  Repurchase of preferred stock                                                             --           (10,512,000)
  Net proceeds from exercise of stock options and warrants                           7,950,056                31,600
  Repayments of notes payable                                                               --            (2,000,000)
  Repayment of capital lease obligation                                                (19,659)                   --
  Proceeds from issuance of preferred stock                                                 --            15,819,555
                                                                                  ------------           -----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                           16,780,397             3,339,155
                                                                                  ------------           -----------

INCREASE IN CASH AND CASH EQUIVALENTS                                               10,226,170             8,586,456

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                                          $ 14,663,888            12,444,856
                                                                                  ============           ===========

   See accompanying notes to the condensed consolidated financial statements.
</TABLE>

                                       6
<PAGE>

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



NOTE 1   BASIS OF PRESENTATION

         The accompanying unaudited, condensed consolidated financial statements
         of LaserSight Incorporated and subsidiaries (the Company) as of June
         30, 1999, and for the three and six month periods ended June 30, 1999
         and 1998, have been prepared in accordance with generally accepted
         accounting principles for interim financial information and with the
         instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
         Accordingly, they do not include all of the information and note
         disclosures required by generally accepted accounting principles for
         complete financial statements. These condensed consolidated financial
         statements should be read in conjunction with the consolidated
         financial statements and notes thereto included in the Company's annual
         report on Form 10-K for the year ended December 31, 1998. In the
         opinion of management, the condensed consolidated financial statements
         include all adjustments necessary for a fair presentation of
         consolidated financial position and the results of operations and cash
         flows for the periods presented. The results of operations for the
         three and six month periods ended June 30, 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 June 30, 1999 and December 31,
         1998 are summarized as follows:

                                             June 30, 1999    December 31, 1998
                                             -------------    -----------------
         Raw materials                         $5,283,061           5,226,146
         Work-in process                          938,513           1,837,460
         Finished goods                         1,794,121           1,046,756
         Test equipment - clinical trials         439,114             407,274
                                               ----------           ---------

                                               $8,454,809           8,517,636
                                               ==========           =========

                                       7
<PAGE>
NOTE 4   CAPITAL LEASES

         During the quarter  ended March 31,  1999,  LaserSight  entered  into a
         capital lease agreement for manufacturing equipment. 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 leases are capitalized using interest rates appropriate at the
         inception of the lease.

         Assets under capital  leases are included in the  consolidated  balance
         sheets, as follows:
                                             June 30, 1999    December 31, 1998
                                             -------------    -----------------

         Equipment                               $308,049                   --
         Less accumulated amortization             29,539                   --
                                                 --------              -------
                                                 $278,510                   --
                                                 ========             ========

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.

         During  the three  months  ended  June 30,  1999,  LaserSight  received
         approximately $7,950,000 from the exercise of warrants and stock
         options, resulting in the issuance of 1,814,401 shares of Common Stock.

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 involve 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 LaserSight Centers, Inc. (Centers), a developmental
         stage company; non-operating income; and the income tax expense
         (benefit). Identifiable assets by industry segment are those that are
         used by or applicable to each industry segment. General corporate
         assets consist primarily of cash, marketable equity securities and
         income tax accounts.


                                       8
<PAGE>

         The table below summarizes  information  about reported  segments as of
         and for the three months ended June 30, 1999 and 1998:
<TABLE>
<CAPTION>
                                                                                      Depreciation
                                     Operating        Operating                           and           Capital
                                      Revenues      Profit (Loss)        Assets       Amortization    Expenditures
                                      --------      -------------        ------       ------------    ------------
     1999
     Operating profit segments:
<S>                                 <C>              <C>              <C>                <C>              <C>
        Technology related          $4,834,635       (3,118,480)      28,636,111         529,361           202,557
        Patent services                330,000          200,670        3,600,144         129,330                --
        Health care services            96,922         (138,469)       3,795,721          70,731                --
        General corporate                              (515,443)      14,845,973           1,797             4,496
        Developmental stage
        company - LaserSight
        Centers, Inc.                       --          (69,174)       2,905,255          69,174                --
                                    ----------       ----------       ----------       ---------          --------

     Consolidated total             $5,261,557       (3,640,896)      53,783,204         800,393           207,053
                                    ==========       ==========       ==========       =========         ========
     1998
     Operating profit segments:
        Technology related          $4,507,319       (1,180,581)      25,802,565         385,090           147,653
        Patent services                274,000           98,009        4,115,545         129,990                --
        Health care services           167,661         (134,476)       4,170,502          77,561             3,115
        General corporate                   --         (481,092)      12,647,396             687                --
        Developmental stage
        company - LaserSight
        Centers, Inc.                       --          (69,174)       3,171,411          69,174                --
                                    ----------       ----------       ----------        --------          --------

     Consolidated total             $4,948,980       (1,767,314)      49,907,419         662,502           150,768
                                    ==========        =========       ==========        ========          ========
</TABLE>

         Amortization  of deferred  financing costs and accretion of discount on
         note payable of $243,499 for the three months ended June 30, 1998 is
         included as interest expense in the accompanying condensed consolidated
         statement of operations.


                                       9
<PAGE>

         The table below summarizes  information  about reported  segments as of
         and for the six months ended June 30, 1999 and 1998:
<TABLE>
<CAPTION>
                                                                                      Depreciation
                                     Operating        Operating                           and           Capital
                                      Revenues      Profit (Loss)        Assets       Amortization    Expenditures
                                      --------      -------------        ------       ------------    ------------
     1999
     Operating profit segments:
         <S>                       <C>               <C>              <C>              <C>                <C>
        Technology related         $ 9,235,850       (6,024,397)      28,636,111       1,083,277          341,107
        Patent services                710,000          451,340        3,600,144         258,660               --
        Health care services           204,005         (268,238)       3,795,721         141,462               --
        General corporate                   --       (1,037,368)      14,845,973           3,594            4,496
        Developmental stage
        Centers, Inc.                       --         (138,348)       2,905,255         138,348
                                   -----------      -----------      -----------       ---------        ---------

     Consolidated total            $10,149,855       (7,017,011)      53,783,204       1,625,341          345,603
                                   ===========      ===========      ===========       =========        =========

     1998
     Operating profit segments:
        Technology related         $ 8,304,085       (2,072,846)      25,802,565         742,397          269,465
        Patent services                521,917          124,962        4,115,545         308,527               --
        Health care services           366,197         (340,779)       4,170,502         154,943           19,977
        General corporate                   --         (925,365)      12,647,396           1,374               --
        Developmental stage
        company - LaserSight
        Centers, Inc.                       --         (138,348)       3,171,411         138,348               --
                                   -----------      -----------      -----------       ---------        ---------

     Consolidated total            $ 9,192,199       (3,352,376)      49,907,419       1,345,589          289,442
                                   ===========      ===========      ===========       =========        =========
</TABLE>
         Amortization  of deferred  financing costs and accretion of discount on
         note payable of $535,701 for the six months ended June 30, 1998 is
         included as interest expense in the accompanying condensed consolidated
         statement of operations.

NOTE 7   LINE OF CREDIT

         Revolving Credit Agreement


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

                                       10
<PAGE>


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

Results of Operations

Revenues.  The following tables present the Company's revenue by major operating
segments: technology products and services, patents and health care services for
the three and six month periods ended June 30, 1999 and 1998.

 <TABLE>
<CAPTION>


                                    For the Three Month          For the Three Month
                                        Period Ended                 Period Ended
                                       June 30, 1999                June 30, 1998
                                    -------------------          -------------------

                                    Revenue   % of Total          Revenue   % of Total


<S>                              <C>                <C>       <C>                 <C>
Technology                       $ 4,834,635         92%       $4,507,319          91%
Patent services                      330,000          6%          274,000           6%
Health care services                  96,922          2%          167,661           3%
                                 -----------        ----       ----------         ----

Total net sales                  $ 5,261,557        100%       $4,948,980         100%
                                 ===========        ====       ==========         ====


                                      For the Six Month            For the Six Month
                                        Period Ended                  Period Ended
                                       June 30, 1999                June 30, 1998
                                      -----------------          -----------------

                                    Revenue   % of Total         Revenue    % of Total

Technology                       $ 9,235,850         91%       $8,304,085          90%
Patent services                      710,000          7%          521,917           6%
Health care services                 204,005          2%          366,197           4%
                                 -----------        ----       ----------         ----

Total net sales                  $10,149,855        100%       $9,192,199         100%
                                 ===========        ====       ==========         ====
</TABLE>

Net sales and revenues in the second quarter of 1999 were $5,261,557 compared to
$4,948,980 (for an increase of $312,577 or 6%) over the comparable period in
1998. Net sales and revenues for the six month period ended June 30, 1999,
increased by $957,656 or 10% to $10,149,855 from the comparable period in 1998.

During the three and six month periods ended June 30, 1999,  technology revenues
increased $327,316 to $5,261,557 and $931,765 to $10,149,855, respectively,
compared to the same periods in 1998. These revenue increases were primarily the
result of increased sales of its higher priced LaserScan LSX excimer laser
system, resulting in an increased level of laser system sales. During the second
quarter of 1999, excimer laser system sales accounted for approximately
$4,514,000 in revenues compared to $4,135,000 in revenues over the same period
in 1998. During the three month periods ended June 30, 1999 and 1998, LaserScan
LSX system sales accounted for 94% and 60%, respectively, of total excimer laser
system sales. During the six month period ended June 30, 1999, excimer laser
system sales accounted for approximately $8,224,000 in revenues compared to
$7,365,000 in revenues over the same period in 1998. During the six month
periods ended June 30, 1999 and 1998, LaserScan LSX system sales accounted for
85% and 40%, respectively, of total excimer laser system sales. Additional
improvements in technology related revenues during the three and six month


                                       11
<PAGE>

periods  ended June 30, 1999,  are  attributable  to an increase in the level of
service contract revenues and increased revenues generated from LaserSight's
aesthetic product line, which was acquired in the second quarter of 1998. These
increases were slightly offset by a reduction in revenues generated from
miscellaneous part sales for both the three and six month periods ended June 30,
1999 compared to comparable periods in 1998. During the second quarter of 1999,
16 laser systems were sold compared to 15 system sales over the comparable
period in 1998. During the six month period ended June 30, 1999, 33 laser
systems were sold compared to 29 system sales over the comparable period in
1998. The 17 systems classified as sales in the first quarter of 1999 include 13
system sales to new customers and 4 LaserScan LSX excimer laser systems sold to
existing customers to replace older laser systems. The latter systems were sold
at discounted prices at a positive gross margin.

During the three and six month  periods  ended  June 30,  1999,  net  revenue
from  patent services increased approximately $56,000 and $188,000,
respectively, from the comparable periods in 1998, due to increased licensing
fees.

Net revenue from health care services in the second  quarter of 1999 was $96,922
compared to $167,661 (for a decrease of $70,739) over the comparable period in
1998. Net revenue from health care services for the six month period ended June
30, 1999, was $204,005 compared to $366,197 (for a decrease of $162,192) over
the comparable period in 1998. These decreases were primarily attributable to a
reduction in consulting services provided and were accompanied by a reduction in
expenses of $35,621 and $163,368 over the three and six month periods ended June
30, 1999, respectively. 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.

Cost of Revenue;  Gross  Profits.  The  following  tables  present a comparative
analysis of cost of revenue, gross profit and gross profit margins for three and
six month periods ended June 30, 1999 and 1998.

<TABLE>
<CAPTION>
                                    For the Three Month                      For the Three Month
                                        Period Ended                             Period Ended
                                       June 30, 1999       Percent Change       June 30, 1998
                                    -------------------    --------------   -------------------

<S>                                     <C>                      <C>             <C>
Product cost                             $ 2,294,609              34%             $ 1,713,301
Cost of services                              42,646             (42%)                 73,771
Gross profit                               2,924,302              (8%)              3,161,908
Gross profit percentage                          56%                                      64%

Products only:
  Gross profit                             2,540,026              (9%)              2,794,018
  Gross profit percentage                        53%                                      62%

                                       12
<PAGE>

                                      For the Six Month                        For the Six Month
                                        Period Ended                             Period Ended
                                       June 30, 1999       Percent Change       June 30, 1998
                                      -----------------    --------------    -----------------

Product cost                             $ 4,326,987              50%             $ 2,889,621
Cost of services                              89,763             (44%)                161,127
Gross profit                               5,733,105              (7%)              6,141,451
Gross profit percentage                          56%                                      67%

Products only:
  Gross profit                             4,908,863              (9%)              5,414,464
  Gross profit percentage                        53%                                      65%

</TABLE>

Gross  profit  margins  were 56% of net  sales  in the  second  quarter  of 1999
compared to 64% for the comparable period in 1998. For the six month periods
ended June 30, 1999 and 1998, gross profit margins were 56% and 67%,
respectively.

The gross  margin  decrease  during  the second  quarter  of 1999 was  primarily
attributable to higher raw material costs relating to the LaserScan LSX excimer
laser system ($243,000), an increase in LaserSight's inventory obsolescence
reserve ($313,000) and an increase in raw materials relating to LaserSight's
aesthetics division ($42,000), acquired in April 1998. In addition, each upgrade
resulted in approximately $100,000 less revenue than new sales.

The gross margin  decrease  during the six month period ended June 30 1999,  was
primarily attributable to higher raw material costs relating to the LaserScan
LSX excimer laser system ($651,000), a higher level of manufacturing overhead
($142,000), an increase in LaserSight's inventory obsolescence reserve
($428,000), and an increase in raw materials relating LaserSight's aesthetics
division ($251,000), acquired in April 1998.

Research,  Development and Regulatory  Expense.  The following  tables present a
comparative  analysis of research,  development and regulatory  expenses for the
three and six-month periods ended June 30, 1999 and 1998.
<TABLE>
<CAPTION>

                                    For the Three Month                      For the Three Month
                                        Period Ended                             Period Ended
                                       June 30, 1999        Percent Change      June 30, 1998
                                    -------------------    --------------    -------------------

<S>                                     <C>                      <C>             <C>
Research, development
   and regulatory                         $  708,979              (5%)             $  743,788

As a percentage of technology
   revenues                                      15%                                      17%

</TABLE>

                                       13
<PAGE>

<TABLE>
<CAPTION>
                                      For the Six Month                       For the Six Month
                                        Period Ended                            Period Ended
                                       June 30, 1999        Percent Change     June 30, 1998
                                     -----------------      --------------   -----------------

<S>                                     <C>                      <C>               <C>
Research, development
   and regulatory                         $1,490,170              (5%)            $1,561,344


As a percentage of technology
   revenues                                      16%                                     19%
</TABLE>

Research,  development  and  regulatory  expenses for the second quarter of 1999
were $708,979, a decrease of $34,809, or 5%, from such expenditures during the
comparable period in 1998. Research, development and regulatory expenses for the
six month period ended June 30, 1999 decreased by $71,174 from $1,561,344 for
the comparable period in 1998, or 5%.

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 two quarters 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.

Other  General and  Administrative  Expenses.  The  following  tables  present a
comparative analysis of other general and administrative expenses for the three
and six month periods ended June 30, 1999 and 1998.
<TABLE>
<CAPTION>
                                    For the Three Month                     For the Three Month
                                        Period Ended                            Period Ended
                                       June 30, 1999        Percent Change     June 30, 1998
                                    -------------------     --------------  -------------------

<S>                                   <C>                         <C>            <C>
Other general and
    administrative                        $4,132,062               56%            $2,652,268

Percentage of revenues                           79%                                     54%

                                      For the Six Month                       For the Six Month
                                        Period Ended                            Period Ended
                                       June 30, 1999        Percent Change     June 30, 1998
                                     -----------------      --------------    -----------------
Other general and
    administrative                        $7,798,283               61%            $4,833,309

Percentage of revenues                           77%                                     53%
</TABLE>

Other general and  administrative  expenses for the second  quarter of 1999 were
$4,132,062, an increase of $1,479,794 or 56% 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 $1,565,000 from second 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

                                       14
<PAGE>

enhancements to the customer support, quality assurance, marketing, software
development, manufacturing and engineering departments ($419,000), costs
relating to developing LaserSight's blade manufacturing operation ($276,000),
higher depreciation and lease costs (including the second Orlando area facility
and larger office space) ($145,000), salaries ($103,000), primarily resulting
from staffing additions to intellectual property, customer training, accounting,
information systems and human resources departments and bad debt expense
($575,000), which represented a general increase in reserves. While originally
intended to be partially utilized for blade manufacturing, the second Orlando
area facility is expected to be used by other departments. Internal blade
manufacturing costs will no longer be incurred due to the previously announced
manufacturing agreement with Becton Dickinson. 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") ($36,000) and patent services ($44,000) from second quarter 1998 levels.

Other  general and  administrative  expenses for the six month period ended June
30, 1999, were $7,798,283, an increase of $2,964,974 or 61% 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 $3,219,000 from 1998 levels.

Similar to the increases during the second quarter,  these included enhancements
to the customer support, quality assurance, marketing, software development,
manufacturing and engineering departments ($1,264,000), costs relating to
developing LaserSight's blade manufacturing operation ($440,000), higher
depreciation and lease costs (including the second Orlando area facility and
larger office space) ($310,000), salaries ($241,000), primarily resulting from
staffing additions to intellectual property, customer training, accounting,
information systems and human resources departments and bad debt expense
($662,000), 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 TFG
($163,000) and patent services ($83,000) from 1998 levels.

Selling Related Expenses. The following tables present a comparative analysis of
selling related expenses for the three and six month periods ended June 30, 1999
and 1998.

<TABLE>
<CAPTION>
                                    For the Three Month                     For the Three Month
                                        Period Ended                            Period Ended
                                       June 30, 1999        Percent Change     June 30, 1998
                                    -------------------     --------------   -------------------

<S>                                      <C>                       <C>            <C>
Selling related expenses                  $1,090,086               10%            $  990,589

As a percentage of technology
  revenues                                      23%                                     22%

                                      For the Six Month                       For the Six Month
                                        Period Ended                            Period Ended
                                       June 30, 1999        Percent Change     June 30, 1998
                                     -----------------      --------------     -----------------

Selling related expenses                  $2,193,521               12%            $1,964,153

As a percentage of technology
  revenues                                         24%                                     24%
</TABLE>

                                       15
<PAGE>

Selling  related  expenses  consist  of those  items  directly  related to sales
activities, including commissions on sales, royalty or license fees, warranty
expenses, and costs of shipping and installation. Commissions and royalties, in
particular, can vary significantly from sale to sale or period to period
depending on the location and terms of each sale.

Selling  related  expenses for the second  quarter of 1999 were  $1,090,086,  an
increase of $99,497 or 10% from such expenditures during the comparable period
in 1998, generally in line with the increase in revenues. The primary reasons
for this increase include a higher level of warranty estimates being accrued
($215,000) primarily resulting from extended initial warranty coverage on
several second quarter 1999 system sales and a higher level of distributor and
employee commissions being incurred ($126,000). These increases were partially
offset by a reduction in the level of royalty fees incurred ($166,000) and a
reduction in system installation and shipping costs ($75,000).

Selling  related  expenses for the six month  period  ended June 30, 1999,  were
$2,193,521, an increase of $229,368 or 12% from such expenditures during the
comparable period in 1998. The reason for this increase was a higher level of
warranty estimates being accrued ($338,000) as described above and an increase
in its per system estimate to provide annual warranty coverage. This increase
was partially offset by decreased sales commissions ($30,000), a reduction in
the level of royalty fees incurred ($57,000) and a reduction in system
installation and shipping costs ($21,000).

Amortization of Intangibles. The following tables present a comparative analysis
of amortization costs as related to intangible assets for the three and six
month periods ended June 30, 1999 and 1998.
<TABLE>
<CAPTION>

                                    For the Three Month                       For the Three Month
                                        Period Ended                              Period Ended
                                       June 30, 1999        Percent Change       June 30, 1998
                                    -------------------     --------------    -------------------

<S>                                       <C>                     <C>            <C>
Amortization of intangibles              $   634,071              17%              $   542,577



                                      For the Six Month                         For the Six Month
                                        Period Ended                              Period Ended
                                       June 30, 1999      Percent Change         June 30, 1998
                                      -----------------     --------------      -----------------

Amortization of intangibles              $ 1,268,142              12%              $ 1,135,021

</TABLE>

Those  items  directly  related to the  amortization  of  intangible  assets are
acquired technology, acquired patents and goodwill. During the second quarter of
1999, costs relating to the amortization of intangible assets increased by
$91,494 over the comparable period in 1998. During the six month period ended
June 30, 1999, costs relating to the amortization of intangible assets increased
by $133,121 over the comparable period in 1998.

Loss From  Operations.  There was an operating  loss of $3,640,896 in the second
quarter of 1999 compared to an operating loss of $1,767,314 for the same period
in 1998. The operating loss for the six month period ended June 30, 1999, was
$7,017,011 compared to an operating loss of $3,352,376 for the same period in
1998. The increase in the loss from operations for both the three and six month
periods ended June 30, 1999, are primarily due to the increases in other general
and administrative expenses incurred by LaserSight's technology subsidiary from
1998 levels. These increases were partially offset by an improvement in the
operating gain generated by the patent services subsidiary.

                                       16
<PAGE>

Other  Income and  Expense.  Interest  and  dividend  income was $192,649 in the
second quarter of 1999 compared to interest and dividend income of $111,442 for
the comparable period in 1998. Interest and dividend income for the six month
period ended June 30, 1999 was $294,170 compared to interest and dividend income
of $226,298 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 $2,415 in the second quarter of 1999 compared to
interest expense of $324,020 for the comparable period in 1998. Interest expense
for the six month period ended June 30, 1999 was $48,185 compared to interest
expense of $720,541 for the comparable period in 1998. Interest expense incurred
during the three and six month periods ended June 30, 1999, related primarily to
an adjustment to the fair value of the warrant issued to Foothill Capital
Corporation (Foothill) and interest paid on a capital lease obligation. Interest
expense incurred by LaserSight during the three and six month periods ended June
30, 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 in 1998 included the
amortization of deferred financing costs, the accretion of the discount on the
note payable, and fees associated with amendments to the original loan
agreement. During the second quarter of 1998 and the six month period ended June
30, 1998, LaserSight recognized gains on the sale of subsidiaries and securities
of $150,076 and $364,452, respectively, 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  and six  month  periods  ended  June  30,  1999,
LaserSight had no income tax expense compared to an income tax benefit of
$78,943 being recorded in the second quarter of 1998 and an income tax expense
of $232,213 being recognized during the six month period ended June 30, 1998.
The net expense for the six month period ended June 30, 1998, is primarily the
result of realized gains and $1,200,000 in royalties received for the
non-exclusive license of certain patents, the income from which is deferred for
accounting purposes.

Net Loss. Net loss for the second  quarter of 1999 was $3,450,662  compared to a
net loss of $1,750,873 for the comparable period in 1998. Net loss for the six
month period ended June 30, 1999, was $6,771,026 compared to a net loss of
$3,714,380 for the same period in 1998. The increase in net loss for the three
and six month periods ended June 30, 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 June 30,
1998, the Company's loss attributable to common shareholders was impacted by the
premium paid on the repurchase of the 525 remaining shares of Series B Preferred
Stock ($1,050,000), the accretion of the financing costs related to such shares
($603,832), and the value of the conversion discount on the Series C Preferred
Stock and Series D Preferred Stock ($833,500). The loss attributable to common
shareholders for the six months ended June 30, 1998 also includes the impact of
the premium paid on the first quarter 1998 repurchase of 351 shares of Series B
Preferred Stock ($702,000) and the accretion of the financing costs related to
such shares ($396,121).

Loss Per Share.  Loss per basic and diluted  share  decreased to ($0.21) for the
second quarter of 1999 compared to ($0.34) for the comparable period in 1998.
The loss per basic and diluted share decreased to ($0.46) for the six month
period ended June 30, 1999, compared to ($0.64) for the same period in 1998. Of
the basic and diluted losses per share for the three and six month periods ended
June 30, 1998, ($0.20) and ($0.31), respectively, were a result of the value of
the conversion discount on preferred stock in accordance with EITF Topic D-60

                                       17
<PAGE>

and accretion and dividend requirements on the Series B Preferred Stock. During
the three and six month period ended June 30, 1999, the weighted average shares
of Common Stock outstanding increased primarily due to the exercise of options
and warrants and the private placement completed in March 1999.

Liquidity and Capital Resources.

Working  Capital.  Working capital  increased  $11,066,910  from  $14,874,638 at
December 31, 1998 to $25,941,548 as of June 30, 1999. This increase in working
capital resulted primarily from the March 1999 private placement of common
stock, the exercise of stock options and warrants and increases in accounts
receivable.

Sources  and Uses of Funds.  Operating  activities  used net cash of  $6,208,624
during the first six months of 1999, compared to $7,188,709 of net cash used
during the same period in 1998. This improvement is primarily the result of a
smaller increase in accounts and notes receivable ($3,832,000) (primarily
resulting from more favorable sales terms being obtained on the sale of our
LaserScan LSX excimer laser system), a reduction in inventory levels ($453,000),
increases in accrued expenses ($410,000) and the lack of change in income taxes
accounts ($874,000), substantially offset by a larger net loss during the first
six months of 1999 ($3,057,000), decreases in deferred revenue ($1,115,000) and
increases in other net assets and liabilities ($561,652).

Net cash used in  investing  activities  during the first six months of 1999 was
$345,603 compared to $12,436,010 in net cash provided by investing activities
over the comparable period in 1998. Net cash used in investing activities during
the first six month of 1999 can be attributed to the purchase of furniture,
equipment and leasehold improvements ($346,000). Net cash provided by investing
activities during the first six months of 1998 can be primarily attributed to
proceeds generated from the licensing of patents ($6,170,000) and from the sale
of investments ($6,527,000), partially offset by the purchase of furniture,
equipment and leasehold improvements ($289,000).

Net cash provided from financing activities was $16,780,397 during the first six
months of 1999, compared to $3,339,155 over the comparable period in 1998. Net
cash provided from financing activities during the first six months of 1999
resulted from the issuance of common stock in a private placement ($8,850,000)
and from the exercise of stock options and warrants ($7,950,056), partially
offset by payments made on a capital lease obligation ($20,000). Net cash
provided from financing activities during the first six months of 1998 resulted
from the net proceeds from the Series C Preferred Stock and Series D Preferred
Stock issuances ($15,820,000) and from the exercise of stock options ($32,000),
partially offset by the repurchase of Series B Preferred Stock ($10,512,000) and
the repayment of the note payable to Foothill ($2,000,000).

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 entry into the
international marketplace with keratome related products during the third or
fourth quarter of 1999 and the U.S. market with both our keratome related
products in the third or fourth 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

                                       18
<PAGE>

products than we  anticipate,  our liquidity  could be materially  and adversely
affected. In July 1999, LaserSight began shipment of its UltraEdgeTM keratome
blades, made in conjunction with its previously announced manufacturing
agreement with Becton Dickinson. The consummation of this agreement resulted in
the cessation of internal blade manufacturing operations. We are currently
validating our UniShaper Single-Use Keratome with blades manufactured by Becton
Dickinson, which testing to date indicates are sharper and more uniform than
prior blades, which were also manufactured by a third party. The process of
changing the blade in the keratome and further validation testing has delayed
our anticipated entry to market from what was last reported.

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. Other than the $2.5 million credit
facility signed in June 1999 with Huntington, we currently do not have any
commitments for additional financing. As of August 10, 1999, we had no
outstanding borrowings under the credit agreement. 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 the last half of
1999 as a result of the expected shipment of the LaserScan LSX excimer laser
system into the domestic market and keratomes and related products both
domestically and internationally. However, we expect to incur a loss and a
deficit in cash flow from operations for the third 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 12 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.

                                       19
<PAGE>

Risk Factors and Uncertainties

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

Industry and 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 received shareholder approval of a merger agreement. 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.


      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. On August 9, 1999, we were cleared
on our Good Manufacturing Practices ("GMP") inspection from the FDA, required
for the commercial sale of our LaserScan LSX laser system, with only minor
observations. The final step for PMA clearance by the FDA is labeling. We
believe that it is reasonable to expect such FDA clearance 30 to 60 days
following the GMP clearance. 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 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 A*D*K (TM), and a multiple use durable keratome
product, the UltraShaper. The keratome is a surgical instrument used during
LASIK procedures to produce a corneal flap for this procedure. Based on reports
of industry analysts and our observations, we believe that during 1998, LASIK
captured a majority of refractive laser surgery cases and has emerged as many
surgeon's and patient's choice for laser refractive surgery both in the U.S. and
internationally. 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,
having responded to questions raised by the FDA, believe it is reasonable to
expect clearance on the UltraShaper in the third quarter or early fourth quarter
of 1999. However, we can not be certain as to the receipt or the timing of
receipt of such clearance. The use of our keratome products is not required to
perform LASIK procedures.

      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

                                       20
<PAGE>

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
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 WOULD HAVE AN
ADVERSE EFFECT ON OUR 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 THIRD QUARTER OF 1999. We experienced significant net losses and deficits in
cash flow from operations for the six month period ended June 30, 1999, and the
fiscal years ended December 31, 1998 and 1997, as set forth in the following
table. We cannot be certain that we will be able to regain or sustain
profitability or positive operating cash flow.

                                       21
<PAGE>

                       Six Month Period
                         Ended June 30,          Years Ended December 31,
                            1999               1998                  1997
                            ----               ----                  ----


Net Loss               $ 6.8 million      $ 11.9 million       $ 7.3 million
Deficit in Cash Flow
  from Operations      $ 6.2 million      $ 14.3 million       $ 4.4 million

      As of June 30, 1999, we had an accumulated  deficit of $30.5  million.  We
expect to report a loss and deficit in cash flow from operations for the third
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 $3.4 million at
June 30, 1999, will be sufficient to cover the amount of our actual write-offs
over time. At June 30, 1999, our trade accounts and notes receivable totaled
approximately $12.7 million, and accrued commissions, the payment of which
generally depends on the collection of such net trade accounts and notes
receivable, totaled approximately $1.8 million. 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 six months of 1999 was
approximately $0.9 million. Our total expense related to uncollectible accounts
increased $1.9 million in 1997 to approximately $2.3 million, and 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
material accounts were written off in the first half of 1999. Actual accounts
written off during 1998, 1997 and 1996 were $0.5 million, $1.8 million and zero,
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 81% of our net receivables at June 30, 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, either on the original schedule or under
restructured terms. If such issues are not resolved, we evaluate our legal and
other alternatives based on existing facts and circumstances. In most such
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 June 30, 1999,

                                       22
<PAGE>

we had extended the original payment terms of laser customer accounts totaling
approximately $1.9 million by periods ranging from 12 to 60 months. Such
restructured receivables represent approximately 11 percent of our gross
receivables as of that date. Our liquidity and operating cash flow would be
adversely affected if additional extensions become necessary in the future. In
addition, it would be more difficult to collect laser system receivables if the
payment schedule extends beyond the expected or actual economic life of the
system, which we estimate to be approximately five to seven years. To date, we
do not believe any payment 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 six month period ended June 30, 1999, and
the year ended December 31, 1998, we experienced $6.2 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 six months
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. We are still in the process of completing the
clinical validation of our UniShaper single use keratome product that utilizes
blades manufactured by Becton Dickinson pursuant to our recently announced
manufacturing agreement with them. See "--Company and Business Risks--
Our Supply of Certain Critical Components and Systems may be Interrupted Because
of Our Reliance on a Limited Number of Suppliers." We believe that regular
commercial shipments of that product will begin in the third or fourth quarter
of 1999.  The process of changing the blade in the keratome and further
validation testing has delayed our anticipated entry to market from what was
last reported.

      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
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. Other than the $2.5 million
credit facility signed in June 1999 with Huntington, 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.

                                       23

<PAGE>

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;
      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  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 August 10, 1999, of
LaserSight's 17,530,495 shares of common stock outstanding, substantially all
such 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 the
Securities Act or subject only to the satisfaction of a prospectus delivery
requirement.

      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.

                                       24
<PAGE>

      o  We may be required to issue approximately 1.7 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
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 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.

                                       25
<PAGE>

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

                                       26
<PAGE>
      We have developed  contingency  plans for Y2K issues which,  if not timely
resolved, could have a significant impact on our operations. These plans are
intended to minimize the impact of failure to achieve Y2K compliance. Such
contingency plans are substantially complete although we will continue to
monitor our plans as a result of future events and circumstances.

      We estimate the costs to address Y2K issues will total $150,000,  of which
approximately $80,000 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,
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.

      After  notification  from  the FDA  that  our PMA  for  PRK  treatment  of
nearsightedness had been accepted for filing in May 1998, the FDA requested
additional information to which we have responded. We underwent an FDA audit of
the clinical research portion of the PMA application in March 1999, completing
that portion of the inspection process, and received GMP clearance with respect
to our manufacturing facilities in August 1999. Before our ophthalmic laser
systems can receive PMA by the FDA, we will be required to agree on final
labeling with the FDA, a process expected to take 30 to 60 days. The GMP
regulations impose certain procedural and documentation requirements with
respect to our manufacturing and quality assurance activities. Our facilities
will be subject to future 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,

                                       27
<PAGE>

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
securing licenses, or that if we obtain licenses, such licenses will be on
acceptable terms. Alternatively, we might be required to redesign the infringing
aspects of these products. Any redesign efforts that we undertake could be
expensive and might require regulatory review. Furthermore, the redesign efforts
could delay the reintroduction of these products into certain markets, or may be
so significant as to be impractical. If redesign efforts were impractical, we
could be prevented from manufacturing and selling the infringing products, which
would have a material adverse effect on our business, financial and results of
operations.

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

                                       28
<PAGE>

once we determine that the product is ready to be commercially shipped. We
currently anticipate regular commercial shipments to commence in the third or
fourth 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 71% and 87% of our total revenues during
the six month period ended June 30, 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 laser
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 six month period ended
June 30, 1999, were to customers in Canada, Italy, Spain and the United States
(related to clinical trials) 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 recent 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.

      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

                                       29
<PAGE>

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 or keratome 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.
Currently, while under no obligation to do so, we are buying all keratome blades
from Becton Dickinson. Our manufacturing agreement with Becton Dickinson
requires us to purchase one million blades over a five year period and provides
for further discussions regarding a possible marketing and distribution
arrangement with them.  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 The Farris Group 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.

      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 June 30, 1999, approximately $15.1 million
or 28% were intangible assets. The following table presents an overview of our
significant intangible assets and goodwill at June 30, 1999:

                           Value of Assets                Amortization Period
                           ---------------               --------------------
Goodwill                    $6.3 million                      12-20 years
Cost of Patents             $4.1 million                       8-17 years
Acquired Licenses
  and Technology            $4.7 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.

                                       30
<PAGE>
      In accordance  with SFAS 121, we review  intangible  assets for impairment
whenever events or changes in circumstances, including a history of operating or
cash flow losses, indicate that the carrying amount of an asset may not be
recoverable. If we determine that an intangible asset is impaired, a noncash
impairment charge would be recognized. We continue to assess the current results
and future prospects of TFG in view of the substantial reduction in the
subsidiary's operating results in 1996 and 1997. Though TFG's operating results
improved in 1998 when compared to 1996 and 1997, operating losses similar to
those incurred during the first half of 1998 have continued during the first six
months of 1999. If TFG is unsuccessful in continuing to improve its financial
performance, some or all of the carrying amount of goodwill recorded, $3.6
million at June 30, 1999, may be subject to an impairment adjustment.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      LaserSight  believes  that its  exposure  to market  risk for  changes  in
interest and currency rates is not significant. LaserSight's investments are
limited to highly liquid instruments with maturities of three months or less. At
June 30, 1999, LaserSight had approximately $14.6 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.

                                       31
<PAGE>



                           PART II - OTHER INFORMATION


ITEM 1   LEGAL PROCEEDINGS

         Jui-Teng Lin

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

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

ITEM 2   CHANGES IN SECURITIES

         Not applicable.


ITEM 3   DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On June 30, 1999, at the Company's annual meeting of shareholders,  the
         following members were elected to the Board of Directors:

                                           Votes For     Votes Against
                                           ---------     -------------

         J. Richard Crowley               12,724,241        120,000
         Michael R. Farris                12,724,241        120,000
         Terry Fuller, Ph.D.              12,721,241        123,000
         Gary F. Jonas                    12,701,241        143,000
         Francis E. O'Donnell, Jr., M.D.  12,487,044        357,197
         David T. Pieroni                 12,704,241        140,000
         Juliet Tammenoms Bakker (1)       2,000,000             --

              (1) Elected by the holders of Series D Preferred Stock only.

                                       32
<PAGE>

         Amendment  to the  Company's  1995 Stock  Option  Plan  adjusting  the
         exercise period of outstanding options following the termination of
         service of a director was ratified as follows:

                     Votes For            12,275,147
                     Votes Against           370,944
                     Abstain                 198,150

         Amendment to the Company's 1996 Non-Employee  Directors Plan adjusting,
         among other things, the aggregate number of shares available for
         isssuance, the point of time when options can be awarded to new
         directors, and the time when options can be awarded to existing
         directors was ratified as follows:

                     Votes for            12,482,395
                     Votes Against           150,096
                     Abstain                 211,750

         Amendment to the Company's  1996 Equity  Incentive  Plan  adjusting the
         aggregate number of shares available for issuance and the maximum
         number of options any one employee may receive in a calendar year was
         ratified as follows:


                     Votes For            12,115,827
                     Votes Against           506,234
                     Abstain                 222,180

         Approval of the Company's  1999 Employee  Stock  Purchase Plan
         was ratified as follows:

                     Votes For            12,546,181
                     Votes Against            64,210
                     Abstain                 233,850

         A proposal  to appoint  KPMG LLP as auditors  was  ratified as
         follows:

                     Votes for            12,616,291
                     Votes Against            34,500
                     Abstain                 193,450


ITEM 5   OTHER INFORMATION

         Not applicable.

                                       33
<PAGE>

ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K

         a) Exhibits

                                INDEX TO EXHIBITS

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

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

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

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

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

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

 4.1        See Exhibits 3.1, 3.2, 3.3, 3.4, 10.19,  10.23,  10.32, 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*).

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*).

                                       34
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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*).

                                       35
<PAGE>


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*).

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*).

                                       36
<PAGE>

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

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

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

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

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

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

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

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

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

10.39       Revolving  Credit  Agreement,  dated June 29,  1999,  by and between
            LaserSight Incorporated and The Huntington National Bank.

                                       37
<PAGE>

10.40**     Manufacturing and Marketing Agreement,  and Addendum thereto,  dated
            May 14,  1999  by and  between  LaserSight  Technologies,  Inc.  and
            Becton, Dickinson and Company.

 11         Statement of Computation of Loss Per Share

 27         Financial Data Schedule

99.1        Press release dated August 9, 1999

99.2        Press release dated August 11, 1999


            b)       Reports on Form 8-K

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


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

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

                                       38
<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: August 11, 1999                         By:  /s/ Michael R. Farris
                                                    ----------------------------
                                                    Michael R. Farris,
                                                    Chief Executive Officer



Dated: August 11, 1999                          By: /s/ Gregory L. Wilson
                                                    ----------------------------
                                                    Gregory L. Wilson,
                                                    Chief Financial Officer
                                      39