SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q
(Mark One)
[ X ]    Quarterly  Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934.  For the  quarterly  period ended  September  30,
         1996.

                                       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.)



                 12161 Lackland Road, St. Louis, Missouri 63146
                 ----------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (314) 469-3220
                                 --------------
              (Registrant's telephone number, including area code)


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


Yes  X       No
   -----       -----

         The Number of shares of the registrant's Common Stock outstanding as of
November 13, 1996 is 8,264,066.


<PAGE>



                    LASERSIGHT INCORPORATED AND SUBSIDIARIES



                                      INDEX
                                                                         
                                                                         
PART I.   FINANCIAL INFORMATION

          Item 1.  Condensed Consolidated Financial Statements

                   Condensed Consolidated Balance Sheets as of 
                   September 30, 1996 and December 31, 1995        
                   
                   Condensed Consolidated Statements of Operations
                   for the Three Month Periods and Nine Month Periods
                   Ended September 30, 1996 and 1995                            

                   Condensed Consolidated Statements of Cash Flows  
                   for the Nine Month Periods Ended September 30, 1996
                   and 1995
                                                                                
                   Notes to Condensed Consolidated Financial Statements

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



PART II.  OTHER INFORMATION

          Item 1.  Legal Proceedings  
                                          
          Item 2.  Changes in Securities                                        

          Item 3.  Defaults Upon Senior Securities                              

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

          Item 5.  Other Information                                            

          Item 6.  Exhibits and Reports on Form 8-K                             





<PAGE>

<TABLE>
<CAPTION>


                                           PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
                                      LASERSIGHT INCORPORATED AND SUBSIDIARIES

                                       CONDENSED CONSOLIDATED BALANCE SHEETS
<S>                                                                                  <C>                <C>

                                                                                      September 30,      December 31,
                                                                                          1996              1995
                                            
                                                                                     ----------------   --------------
CURRENT ASSETS                                            ASSETS                       (Unaudited)
  Cash and cash equivalents                                                               $2,444,939       $1,598,339
  Trade accounts receivable, net                                                           5,191,222        8,512,744
  Notes receivable - current portion, net                                                  3,589,560        1,632,221
  Inventory                                                                                3,267,392        1,836,750
  Deferred tax assets                                                                        662,508          221,000
  Income taxes recoverable                                                                   590,335               --
  Other current assets                                                                       229,744          378,905
                                                                                     ----------------   --------------
                                                     TOTAL CURRENT ASSETS                 15,975,700       14,179,959

NOTES RECEIVABLE, less current portion, net                                                3,075,954        3,026,148
FURNITURE AND EQUIPMENT, net                                                               2,022,377        1,045,481
GOODWILL, net                                                                              9,809,576        8,640,645
OTHER ASSETS, net                                                                          2,025,226        2,210,260
                                                                                     ----------------   --------------
                                                                                         $32,908,833      $29,102,493
                                                                                     ================  ===============

                                        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                                      $  1,986,519      $ 2,088,736
  Notes payable - acquisition related                                                      1,000,000        2,264,100
  Current portion of obligations under capital lease                                         199,878               --
  Accrued expenses                                                                           907,236          492,641
  Accrued commissions                                                                      1,706,272        1,777,007
  Dividends payable on preferred stock                                                        65,148               --
  Income taxes payable                                                                            --          314,205
  Other current liabilities                                                                  373,307          171,743
                                                                                     ----------------   --------------
                                                  TOTAL CURRENT LIABILITIES                6,238,360        7,108,432

REFUNDABLE DEPOSITS                                                                          293,000          425,000
ACCRUED COMMISSIONS                                                                          298,197          518,920
OBLIGATIONS UNDER CAPITAL LEASE, less current portion                                        695,567               --
DEFERRED INCOME TAXES                                                                        600,000          630,000

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
 Preferred stock - par value $.001 per share;  authorized 10,000,000
   shares; 18 shares issued and outstanding at September 30, 1996                                 --               --
 Common stock - par value $.001 per share; authorized 20,000,000 shares;
   8,250,886 and 7,186,032 shares issued at September 30,1996 and December
   31, 1995, respectively                                                                      8,251            7,186
 Additional paid-in capital                                                               29,616,893       21,944,000
 Obligation to issue common stock                                                            780,125          780,125
 Stock subscription receivable                                                            (1,140,000)      (1,140,000)
 Accumulated deficit                                                                      (3,848,851)        (538,461)
 Less treasury stock, at cost;  170,200 shares                                              (632,709)        (632,709)
                                                                                     -----------------  ---------------
                                                                                          24,783,709       20,420,141
                                                                                     -----------------  ---------------
                                                                                         $32,908,833      $29,102,493
                                                                                     =================  ===============


See accompanying notes to the condensed consolidated financial statements.


<PAGE>
</TABLE>

<TABLE>
<CAPTION>


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

                                                   Three Months Ended                        Nine Months Ended
                                                     September 30,                             September 30,
                                          -------------------------------------      -----------------------------------
                                                1996                 1995                 1996                1995
                                          -----------------     ---------------      ---------------     ---------------
<S>                                       <C>                   <C>                  <C>                 <C>

REVENUES, Net                                   $4,494,232          $6,767,880          $15,070,482         $17,331,108

COST OF SALES                                      794,982           1,442,267            2,259,527           3,340,278
PROVIDER PAYMENTS                                1,069,184                  --            2,998,680                  --
                                          -----------------     ---------------      ---------------     ---------------

GROSS PROFIT                                     2,630,066           5,325,613            9,812,275          13,990,830

RESEARCH, DEVELOPMENT AND REGULATORY
  EXPENSES                                         325,925             461,979            1,373,547             920,127

SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES                                       4,504,162           3,931,298           12,598,430           9,679,944
                                          -----------------     ---------------      ---------------     ---------------

INCOME (LOSS) FROM OPERATIONS                   (2,200,021)            932,336           (4,159,702)          3,390,759

OTHER INCOME AND EXPENSES
  Interest and dividend income                      42,195              62,449              132,109             157,613
  
  Interest expense                                 (54,480)             (9,378)            (102,068)            (33,745)

  Other                                           (300,107)             (1,069)            (300,107)          1,329,056
                                          ------------------    ---------------      ----------------    ----------------

NET INCOME (LOSS) BEFORE INCOME TAXES           (2,512,413)            984,338           (4,429,768)          4,843,683

INCOME TAX EXPENSE (BENEFIT)                      (458,727)            225,000           (1,119,378)          1,225,000
                                          ------------------    ---------------      ----------------    ----------------

NET INCOME (LOSS)                             $ (2,053,686)           $759,338          $(3,310,390)         $3,618,683
                                          ==================    ===============      ================    ================
                                                                                     

EARNINGS (LOSS) PER COMMON SHARE

  Primary:                                          $(0.28)              $0.11               $(0.51)               $0.53
                                          ==================    ===============      ================    ================
  Assuming full dilution:                           $(0.27)              $0.11               $(0.47)               $0.53
                                          ==================    ===============      ================    ================

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING
  Primary:                                       7,639,000           7,056,000            7,238,000            6,851,000
                                          ==================    ===============      ===============     ================
  Assuming full dilution:                        8,017,000           7,072,000            7,848,000            6,876,000
                                          ==================    ===============      ===============     ================


                         See accompanying notes to condensed consolidated financial statements

</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                                       LASERSIGHT INCORPORATED AND SUBSIDIARIES

                                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                                     (Unaudited)

<S>                                                                         <C>                    <C> 
                                                                                    1996                   1995
                                                                            ------------------     ------------------
CASH FLOW FROM OPERATING ACTIVITIES
  Net income (loss)                                                               $(3,310,390)           $ 3,618,683
  Adjustments to reconcile net income (loss) to net cash used in
    operating activities:
  Depreciation and amortization                                                       711,528                269,153
  Decrease (increase) in accounts and notes receivable                              1,714,377             (8,169,626)
  Increase in inventory                                                            (1,430,642)              (308,027)
  Increase (decrease) in accounts payable                                            (300,472)               758,022
  Increase (decrease) in accrued liabilities                                          (36,682)             1,418,275
  Decrease (increase) in income taxes                                              (1,404,967)               517,000
  Other                                                                               440,532                176,666
                                                                            ------------------     ------------------

NET CASH USED IN OPERATING ACTIVITIES                                              (3,616,716)            (1,719,854)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of furniture and equipment                                                (250,862)              (245,205)
  Purchase of businesses, net of cash acquired                                       (179,607)                    --
  Proceeds from sale and leaseback transaction                                        957,180                     --
                                                                            ------------------     ------------------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                   526,711               (245,205)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock, net                                              --              1,288,332
  Proceeds from exercise of stock options and warrants                                260,289              1,036,605
  Repayment of obligation under capital lease                                         (61,735)                    --
  Repayments of notes payable - acquisition related                                (1,139,100)                    --
  Repayments of notes payable - officer                                              (465,000)              (500,000)
  Proceeds from issuance of preferred stock, net                                    5,342,151                     --
                                                                            ------------------     ------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                           3,936,605              1,824,937
                                                                            ------------------     ------------------

INCREASE (DECREASE) IN CASH AND CASH  EQUIVALENTS                                     846,600               (140,122)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                      1,598,339              1,882,528
                                                                            ------------------     ------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                           $2,444,939             $1,742,406
                                                                            ==================     ==================

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

<PAGE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              Nine Month Periods Ended September 30, 1996 and 1995

NOTE 1    BASIS OF PRESENTATION

          The   accompanying   unaudited,   condensed   consolidated   financial
          statements of LaserSight  Incorporated and subsidiaries  (the Company)
          as of  September  30, 1996,  and for the three month  periods and nine
          month periods ended  September 30, 1996 and 1995 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,  1995.  In the  opinion of  management,  the
          condensed  consolidated  financial  statements include all adjustments
          necessary for a fair presentation of consolidated  financial  position
          and  the  results  of  operations  and  cash  flows  for  the  periods
          presented.  The  results  of  operations  for the three and nine month
          periods ended September 30, 1996 are not necessarily indicative of the
          operating results for the full year.

NOTE 2    PER SHARE INFORMATION

          Net earnings  (loss) per common  share is computed  using the weighted
          average   number  of  common  shares  and  common  share   equivalents
          outstanding  during each  period.  Common  share  equivalents  include
          options and warrants to purchase  Common Stock and are included in the
          computation  using the  treasury  stock  method if they  would  have a
          dilutive effect. Fully diluted earnings (loss) per share for the three
          and nine month periods ended September 30, 1996 was  anti-dilutive and
          therefore,  except  for the impact of  Preferred  Stock  converted  to
          Common  Stock  during the period (see Note 4), are the same as primary
          earnings (loss) per share.

NOTE 3    INVENTORIES

          Inventories,  which  consist  primarily  of  laser  system  parts  and
          components,  are  stated  at the  lower  of  cost or  market.  Cost is
          determined using the first-in, first-out method.

                                         September 30, 1996    December 31, 1995
                                         ------------------    -----------------

          Raw materials                     $ 1,586,080           $   839,984
          Work-in-process                       368,740               431,766
          Finished goods                        940,831               280,000
          Test equipment-clinical               371,741               285,000
            trials                       ------------------    -----------------
                                            $ 3,267,392            $1,836,750
                                         ==================    =================


<PAGE>


NOTE 4    STOCKHOLDERS' EQUITY

          Private Placement Offerings
          ---------------------------

          On January 10,  1996,  the Company  completed a private  placement  of
          Series A Convertible  Preferred Stock (Preferred Stock),  yielding net
          proceeds after related costs of $5.34 million. The Company also issued
          warrants to purchase 17,509 shares of Common Stock at $13.25 per share
          to the placement  agent.  The Preferred Stock is convertible  into the
          Company's  Common  Stock at the option of the holders at any time from
          April 9, 1996 to January 10, 1998, on which date all  Preferred  Stock
          remaining  outstanding  will  automatically  be converted  into Common
          Stock.  The  number  of  shares  of  Common  Stock  issuable  upon the
          conversion  of each of the 116 shares of  Preferred  Stock  equals the
          purchase price of such share ($50,000)  divided by a conversion  price
          equal to the lesser of $14.18 per common  share or 85% of the  average
          closing  price  of the  Common  Stock  during  the five  trading  days
          preceding the conversion date,  subject to a minimum conversion price.
          At September 30, 1996, 18 shares of Preferred Stock were  outstanding.
          The conversion of 98 shares of Preferred  Stock through  September 30,
          1996  resulted in the issuance of 778,856  shares of Common  Stock.  A
          registration  statement  relating to the potential resale of shares of
          Common Stock,  including shares issued or issuable upon the conversion
          or exchange of the  Preferred  Stock,  was  declared  effective by the
          Securities and Exchange Commission on July 12, 1996.

          The Company,  subject to certain  conditions,  has the right to redeem
          the  Preferred  Stock for cash or cause it to be  converted  to Common
          Stock.  Dividends on the Preferred  Stock are cumulative and accrue at
          an annual  rate of 10% on the issue  price and are  payable  in Common
          Stock or cash, at the Company's  option,  at the time of conversion or
          redemption of the Preferred Stock.

NOTE 5    ACQUISITION

          Northern New Jersey Eye Institute
          ---------------------------------

          On July 3, 1996,  the Company  acquired the assets of the Northern New
          Jersey  Eye  Institute  (NNJEI).   NNJEI  is  an  ophthalmic  practice
          comprised  of three  ophthalmologists,  two of which  are  trained  to
          perform photorefractive keratectomy, and an ambulatory surgery center.

          The Company  acquired NNJEI's assets in exchange for 205,598 shares of
          unregistered common stock and a $340,000 promissory note with interest
          at 5.05 percent. The note was paid in September, 1996. Up to a maximum
          of 102,798  additional  shares may be  issuable on July 3, 1998 if the
          Company's  stock price is lower than $15.00 at that time. In addition,
          the  Company  entered  into  a  25-year  service  agreement  with  the
          physicians  to  provide   management,   administrative,   and  related
          services.  The Company will receive a minimum  management  fee,  after
          practice expenses as defined in the agreement,  aggregating $1,257,000
          during the first three years. Such amount is guaranteed by the selling
          physicians.

          Subsequent to the acquisition of NNJEI's  assets,  the Company entered
          into an  agreement  for the  sale  and  leaseback  of  certain  assets
          acquired. The lease, with a four year term, is classified as a capital
          lease in  accordance  with  Financial  Accounting  Standards  No.  13,
          "Accounting for Leases".  The fair market value of the assets acquired
          was  approximately $1 million and payments under the lease approximate
          $300,000 annually and commenced in July 1996.


<PAGE>

          The  unaudited  pro forma  revenues,  net income  (loss) and  earnings
          (loss) per share for the nine  months  ended  September  30,  1996 and
          1995,  assuming that the  acquisition had occurred as of the beginning
          of the respective  periods,  is presented below. The pro forma amounts
          are not necessarily indicative of results that would have occurred had
          the  acquisition  been  consummated as of the beginning of the periods
          presented or that might be attained in the future.



                                      1996                     1995
                               ------------------       ------------------
         
         Revenues                $ 16,662,882             $ 19,503,514
         Net income (loss)        ( 3,284,079)               3,798,973
                               ==================       ==================

         Earnings (loss) per 
           common share:              
              Primary                 $ (0.49)                  $ 0.54
           Fully diluted                (0.45)                    0.53
                               ==================       ==================




<PAGE>



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

Results of Operations
---------------------

Net  Sales.  The  following  tables  present  the  Company's  net sales by major
operating  segments:  technology  related  products and services and health care
services for the three and nine month periods ended September 30, 1996 and 1995.
<TABLE>
<CAPTION>

                                             For the Three Month                                   For the Three Month
                                                Period Ended                                           Period Ended
                                             September 30, 1996                                     September 30, 1995
                                             ------------------                                     ------------------

                                           Net Sales     % of Total         % Change              Net Sales     % of Total
                                           ---------     ----------         --------              ---------     ----------
<S>                                      <C>             <C>                <C>                 <C>             <C>

Technology related                        $1,783,577         40%              (69%)               $5,674,915        84%
Health care services                       2,810,613         62%              157%                 1,092,965        16%
Intercompany revenues                       (99,958)        (2)%               N/A                        --        --
                                            --------        ----                                ------------       ----

Total net sales                           $4,494,232        100%              (34%)               $6,767,880       100%
                                          ==========        ====                                ============       ====



                                             For the Nine Month                                    For the Nine Month
                                              Period Ended                                            Period Ended
                                             September 30, 1996                                    September 30, 1995
                                             ------------------                                    ------------------

                                           Net Sales     % of Total         % Change              Net Sales     % of Total
                                           ---------     ----------         --------              ---------     ----------

Technology related                        $7,246,984         48%              (47%)              $13,699,439        79%
Health care services                       8,158,263         54%              125%                 3,631,669        21%
Intercompany revenues                       (334,765)       (2)%               N/A                        --         --
                                         -----------        ----                                -------------      ----   

Total net sales                          $15,070,482        100%              (13%)              $17,331,108       100%
                                         ===========        ====                                =============      ====
</TABLE>

Net sales in the third  quarter of 1996 were  $4,494,232  compared to $6,767,880
(for a decrease of  $2,273,648)  over the same period in 1995. Net sales for the
nine  month  period  ended  September  30,  1996,  decreased  by  $2,260,626  to
$15,070,482  from the same period in 1995.  The increase in health care services
revenue  was  attributable  to  revenues   generated  by  the  Company's  latest
acquisitions,  MEC Health  Care,  Inc.  (MEC),  acquired  on October 5, 1995 and
Northern New Jersey Eye Institute (NNJEI),  acquired on July 3, 1996,  partially
offset by a reduction  in revenues  generated  by The Farris  Group.  The higher
revenues generated from health care services were offset primarily by a decrease
in revenues of  technology  related  products and services  during the three and
nine month periods ended  September  30, 1996,  of  $3,891,338  and  $6,452,455,
respectively.  Included in technology  revenues is a higher  allowance for sales
returns,   reflecting  differences  between  actual  experience  and  previously
estimated  amounts.  In the second  quarter of 1996, the Company ceased sales of
systems  with  return  rights.  Thirteen  laser  systems  were sold in the third
quarter of 1996 compared to eighteen  systems sold over the same period in 1995.
<PAGE>

Net of  returns,  thirty-three  laser  systems  were sold  during the nine month
period ended  September 30, 1996,  compared to forty-four  systems sold over the
same period in 1995.  The decrease in laser systems sold from levels during 1995
is  primarily  the  result  of  the  Company's  revised  credit  policy,   which
established a more stringent  criteria for acceptable  sales terms. In addition,
due to competitive  pressures in certain markets and the Company's sales, during
1996,  of the lower  priced LS 300 model,  the  average  sales  price per system
declined  from 1995 average  levels.  Included in the first quarter of 1995 were
non-recurring  revenues from the sale of revenue  rights from  procedure fees at
six surgical centers located in China in the amount of $600,000.

Cost of goods sold;  gross profits.  The following  tables present a comparative
analysis of cost of goods sold,  gross profit and gross profit margins for three
and nine month periods ended September 30, 1996 and 1995.
<TABLE>
<CAPTION>

                                                      For the Three Month                    For the Three Month
                                                         Period Ended            %              Period Ended
                                                      September 30, 1996       Change        September 30, 1995
                                                      ------------------       ------        ------------------
<S>                                                   <C>                      <C>           <C>

  Overall:
      Cost of goods sold                                $  794,982             (45%)             $ 1,442,267
      Provider payments                                  1,069,184              N/A                       --
      Gross profit                                       2,630,066                                 5,325,613
      Gross profit percentage                                  59%                                       79%


  Technology related only:                                 988,595                                 4,232,648
      Gross profit percentage                                  55%                                       75%


                                                      For the Nine Month                     For the Nine Month
                                                         Period Ended            %              Period Ended
                                                      September 30, 1996       Change        September 30, 1995
                                                      ------------------       ------        ------------------

  Overall:
      Cost of goods sold                              $  2,259,527             (32%)             $ 3,340,278
      Provider payments                                  2,998,680              N/A                       --
      Gross profit                                       9,812,275                                13,990,830
      Gross profit percentage                                  65%                                       81%

  Technology related only:                               4,987,457                                10,359,161
      Gross profit percentage                                  69%                                      76%
</TABLE>

Gross profit margins were 59% of net sales in the third quarter of 1996 compared
to 79% for the same period in 1995.  For the nine month periods ended  September
30, 1996 and 1995,  gross  profit  margins were 65% and 81%,  respectively.  The
gross profit margin  decrease was  attributable to the addition of MEC which for
the three and nine month  periods  ended  September 30, 1996 operated at a gross
profit percentage of 37% and 33%, respectively,  a lower average sales price for
lasers sold during the first three quarters of 1996,  the  additional  allowance
for sales returns,  and the sale of the Company's  future revenue rights for six
laser  systems in China for $600,000 in the first  quarter of 1995.  The Company
believes  MEC's gross  profit  percentage  is  reflective  of the  managed  care
industry.  There are no cost of sales associated with revenues  generated by The
Farris  Group,  NNJEI or with  the 1995  sale of the  Company's  future  revenue
rights.
<PAGE>

Research,  Development and Regulatory  Expenses.  The following tables present a
comparative analysis of research, development and regulatory expenses.
<TABLE>
<CAPTION>

                                      For the Three Month                             For the Three Month
                                          Period Ended                                   Period Ended
                                       September 30, 1996          % Change           September 30, 1995
                                       ------------------          --------           ------------------
<S>                                   <C>                          <C>                <C>    
   
  Research, development
    and regulatory                          $325,925                 (29)%                   $461,979

  As a % of technology   
    related net sales                            18%                                               8%

                                       For the Nine Month                             For the Nine Month
                                          Period Ended                                   Period Ended
                                       September 30, 1996          % Change           September 30, 1995
                                       ------------------          --------           ------------------
  Research, development
    and regulatory                        $1,373,547                  49%                    $920,127

  As a % of technology
    related net sales                            19%                                               7%
</TABLE>

Research, development and regulatory expenses for the third quarter of 1996 were
$325,925, a decrease of $136,054,  or 29% from such expenditures during the same
period in 1995. This decrease was a result of project prioritization which began
in the second quarter of 1996. Research, development and regulatory expenses for
the nine month  period ended  September  30,  1996,  increased by $453,420  from
$920,127  for the same period in 1995 or 49%.  This  increase  can  primarily be
attributed to ongoing  research and development of new refractive laser systems,
including  refinements to the LaserScan 2000, continued software development for
the excimer lasers, and continued  development of the LaserHarmonic  solid state
laser.  Much of the  year-to-date  expense  in 1996 was  incurred  in the  first
quarter.  Regulatory  expenses  have  increased  as a  result  of the  Company's
continuation  of current FDA clinical  trials and the  development of additional
future protocols for submission to the FDA. Selling,  General and Administrative
Expenses.  The  following  tables  present a  comparative  analysis  of selling,
general and administrative expenses.

<TABLE>
<CAPTION>

                                      For the Three Month                             For the Three Month
                                          Period Ended                                   Period Ended
                                       September 30, 1996          % Change           September 30, 1995
                                       ------------------          --------           ------------------
<S>                                   <C>                          <C>                <C>
 
   Selling, general and
      administrative                     $ 4,504,162                  15%                $3,931,298

   As a % of net sales                          100%                                            58%

                                      For the Nine Month                              For the Nine Month
                                          Period Ended                                   Period Ended
                                      September 30, 1996           % Change           September 30, 1995
                                      ------------------           --------           ------------------
   Selling, general and
      administrative                     $12,598,430                  30%                $9,679,944
 
   As a % of net sales                           84%                                            56%
</TABLE>


Selling,   general  and  administrative   expenses  increased  by  $572,864  and
$2,918,486  for the third  quarter  of 1996 and the first  nine  months of 1996,
<PAGE>

respectively,  over  comparable  periods in 1995. The primary  reasons for these
increases include increased  employment and other operating costs as a result of
the  acquisition  of MEC in  October  1995  and  NNJEI in July  1996  and  their
subsequent  growth,  and a general  increase in personnel and costs necessary to
fund  the  strategic  initiatives  of the  Company  and the  development  of its
products  and  services.  Third  quarter  results in 1996  included  $170,000 in
accrued employee severance costs and expenses  attributable to the work required
to achieve ISO 9002 certification and CE Mark designation.  The Company received
ISO  9002  certification  in  October  1996.  ISO  9002  is  an  internationally
recognized certification of the Company's management system which applies to all
products.

During  the first  nine  months of 1996,  the  Company  continued  to assess its
reserve for uncollectible accounts.  However, there can be no assurance that the
reserve  will be  sufficient  to  cover  actual  write-offs  over  time.  Actual
write-offs  that  materially  exceed any amounts  reserved could have a material
adverse effect on the Company's  financial  condition and results of operations.
At September  30,  1996,  the  Company's  trade  accounts  and notes  receivable
aggregated approximately $11.9 million, net of total allowances of approximately
$1.7 million. Accrued commissions, the payment of which generally depends on the
collection  of  such  net  trade  accounts  and  notes  receivable,   aggregated
approximately $2.0 million at September 30, 1996.

Income (Loss) from Operations.  There was an operating loss of $2,200,021 in the
third  quarter of 1996  compared to income from  operations  of $932,336 for the
same period in 1995. For the nine month period ended  September 30, 1996,  there
was an  operating  loss of  $4,159,702  compared  to income from  operations  of
$3,390,759 for the same period in 1995. The decrease in operating results can be
attributed  primarily to the decrease in sales of the Company's lasers, the 1995
first  quarter  sale  of the  Company's  revenue  rights  to be  generated  from
procedures  fees, and an overall  increase in expenses,  including  research and
development, regulatory and selling, general and administrative expenses.

Other Income and Expenses. Interest and dividend income was $42,195 in the third
quarter of 1996 compared to interest and dividend income of $62,449 for the same
period in 1995.  Interest and dividend  income for the  nine-month  period ended
September  30, 1996 was $132,109  compared to interest  and  dividend  income of
$157,613 for the same period in 1995.  Interest  and dividend  income was earned
from the Company's cash deposits and short-term  investments.  Interest  expense
incurred was $54,480 in the third quarter of 1996  compared to interest  expense
of $9,378  for the same  period in 1995.  Interest  expense  for the nine  month
period ended  September  30, 1996 was $102,068  compared to interest  expense of
$33,745 for the same period in 1995.  Interest  expense  incurred by the Company
during the first three quarters of 1995 related primarily to the note payable to
the former  owner of The  Farris  Group and,  in 1996,  the note  payable to the
former owners of MEC.

During the second  quarter of 1995,  the Company  received a payment of $350,000
from the Company's former  president in settlement of securities  trading losses
in 1993 and the first  half of 1994 and  recognized  a  non-recurring  gain.  In
addition,  during the first  quarter of 1995,  the Company  received  aggregated
payments of $980,125 in settlement of its claims against Residue Recovery Corp.,
and recognized a  non-recurring  gain. For the three months ended  September 30,
1996, other expenses include $290,000 of paid and accrued settlements related to
filed and threatened litigation.

Income  Taxes.  For the three  months  ended  September  30,  1996,  the Company
recorded an income tax benefit of  $458,727  compared to a provision  for income
<PAGE>

taxes of $225,000  for the same period in 1995.  For the nine month period ended
September  30, 1996,  the Company  recorded an income tax benefit of  $1,119,378
compared to a provision  for income taxes of  $1,225,000  for the same period in
1995. The income tax benefit for the first,  second,  and third quarters of 1996
has been computed  based on an estimate of effective tax rates for calendar year
1996 and the availability of loss carrybacks.  In 1995, the Company's  provision
for taxes reflected an effective  income tax rate that resulted from utilization
of net operating loss carryforwards and income tax credits.

Net  Income  (Loss).  Net  loss for the  third  quarter  of 1996 was  $2,053,686
compared to a net income of $759,338  for the same period in 1995.  Net loss for
the nine month period ended September 30, 1996, was $3,310,390 compared to a net
income of $3,618,683  for the same period in 1995. The loss is attributed to the
decreased  revenues  from  technology  related  products and services and higher
operating  expenses as  previously  described for the first,  second,  and third
quarters of 1996.

Earnings  per  Share.  Earnings  (loss)  per  primary  and fully  diluted  share
decreased  to ($0.28) and ($0.27)  respectively,  for the third  quarter of 1996
compared to $0.11 for the same period in 1995.  Earnings  (loss) per primary and
fully diluted share decreased to ($0.51) and ($0.47)  respectively  for the nine
month period ended September 30, 1996,  compared to $0.53 for the same period in
1995. These decreases are attributable to the net loss incurred and dividends on
preferred stock during the first,  second,  and third quarters of 1996. One cent
of the loss per  primary  and fully  diluted  share for the three  months  ended
September 30, 1996,  was a result of dividends on preferred  stock.  Of the loss
per primary and fully  diluted  share for the nine months  ended  September  30,
1996,  $0.05 and $0.04,  respectively,  related to dividends on preferred stock.
See Note 2 of Notes to Condensed Consolidated Financial Statements.

Liquidity and Capital Resources
-------------------------------

Working  capital  increased  $2,665,813  from $7,071,527 at December 31, 1995 to
$9,737,340 as of September 30, 1996.  Cash and cash  equivalents  increased from
$1,598,339  at December  31, 1995 to  $2,444,939  at September  30, 1996.  These
increases in working capital and cash resulted  primarily from the proceeds from
issuance of the Preferred  Stock and an increase in  inventories  and income tax
related  assets.  The Preferred Stock proceeds were used primarily for repayment
of debt and funding general operations.

Operating activities used net cash of $3,616,716 during the first nine months of
1996,  compared to  $1,719,854  of net cash used in  operations  during the same
period  in  1995.  This  increase  is  primarily  attributable  to a net loss of
$3,310,390  compared to a net income of $3,618,683  for the same period in 1995.
Other factors  resulting in this increase  include the growth in inventories and
an increase in income taxes  recoverable,  partially offset by a decrease in net
receivables.  Investing  activities  provided $526,711 of cash in the first nine
months of 1996  compared to a use of  $245,205  in the same period in 1995.  Net
cash provided by investing  activities  during the first nine months of 1996 can
be primarily  attributed to the sale and leaseback  transaction  with the assets
acquired  as part of NNJEI,  partially  offset  by the  purchase  of office  and
computer  equipment  and costs  related to the  acquisition  of NNJEI.  Net cash
provided  by  financing  activities  during  the first  nine  months of 1996 was
$3,936,605 primarily consisting of net proceeds from the sale of preferred stock
totaling  $5,342,151 less a repayment of $1,604,100 in notes payable relating to
the Company's  acquisitions of The Farris Group in February 1994, MEC in October
1995 and  NNJEI in July  1996.  That  compares  to cash  provided  by  financing
activities  in the  first  nine  months  of 1995 of  $1,824,937,  consisting  of
<PAGE>

$2,324,937  in proceeds  from the  issuance of common  stock and the exercise of
stock  options and warrants  less a debt  repayment  of $500,000  related to the
acquisition of The Farris Group.

The Company believes that its balances of cash and cash  equivalents  along with
operating cash flows will be sufficient to fund its anticipated  working capital
requirements  for the next  twelve  month  period  based on  modest  growth  and
anticipated  collection of  receivables.  A failure to collect timely a material
portion of current  receivables  could  have a  material  adverse  effect on the
Company's  liquidity.  The  Company,  which  implemented  more  stringent  sales
criteria  during 1996,  may from time to time reassess its credit policy and the
terms it will make available to individual  customers.  As a result of a growing
presence in a number of countries  and  continued  acceptance  of the  Company's
laser systems,  the Company does not intend to internally  finance a significant
number of sales over periods exceeding one year. There can be no assurance as to
the  terms or  amount  of  third-party  financing,  if any,  that the  Company's
customers may obtain in the future.  The Company is placing greater  emphasis on
the terms and collection timing of future sales.

The  Company  expects  to  continue  manufacturing  of its  medical  lasers  for
international  sales and to  continue a variety  of  research,  development  and
regulatory  activities  over the next twelve months and it is  anticipated  that
such research and development,  manufacturing and  selling-related  expenditures
will  be  significant   expenses  in  the  foreseeable   future.   The  existing
infrastructure  of the  Company's  health care  related  services  could  absorb
significant growth without significant  capital investment.  The Company expects
to  devote  resources  to its  managed  care  strategies  involving  MEC and the
acquisition of selected ophthalmic practices.

The Company is receptive to joint venture discussions with compatible  companies
for the development and operation in  international  markets of surgical centers
that will utilize the Company's products or provide synergies to the development
of optometric networks.  In addition to cash contributions that may be available
from joint venture partners, the Company is also seeking complementary strengths
and other synergies that may provide  strategic  advantages.  The Company has no
present  commitments  for joint venture  relationships,  and no assurance can be
given that any such  relationships  will be secured on terms satisfactory to the
Company.

The  Company is  exploring  alternative  sources of capital to fund its  product
development  activities,  to consummate  future strategic  acquisitions,  and to
accelerate its  implementation  of managed care  strategies.  The Company has no
present  commitments to obtain such capital,  and no assurance can be given that
the Company will be able to obtain additional  capital on terms  satisfactory to
the Company.  To the extent that future  financing  requirements  are  satisfied
through the sale of equity  securities,  holders of Common Stock may  experience
significant dilution in earnings per share and in net book value per share. Debt
financing could result in a substantial  portion of the Company's cash flow from
operations  being  dedicated  to the payment of  principal  and interest on such
indebtedness and may render the Company more vulnerable to competitive pressures
and economic downturns.

Certain Factors
---------------

The Company's business,  results of operations and financial conditions may also
be affected by a variety of factors, including the ones noted below:
<PAGE>

Conversion of  Outstanding  Preferred  Stock.  As of November 11, 1996,  872,736
shares of Common Stock (including shares issued in payment of accrued dividends)
had been  issued upon the  conversion  of 108 shares of the  Company's  Series A
Preferred  Stock.  The  number  of  shares of  Common  Stock  issuable  upon the
conversion  of the remaining  eight shares of Preferred  Stock may depend on the
market  price of the Common  Stock  shortly  before  the  conversion  date.  For
example, if such conversion were to occur on any date, and were to be based on a
Common Stock price history equal to its price history through  November 8, 1996,
70,052 shares of Common Stock would be issuable upon  conversion  based upon the
minimum  conversion  price of $5.71.  The shares issued upon conversion will not
exceed 70,052 shares (not including shares in payment of accrued dividends). See
Note 4 of Notes to Condensed  Consolidated  Financial Statements.  The number of
shares of Common  Stock  issuable in payment of accrued  dividends on such eight
shares of Preferred  Stock will depend on both the timing of the  conversion  of
such  Preferred  shares and the market price of the Common Stock shortly  before
the  conversion.  For example,  if such conversion were to occur on November 11,
1996,  and were to be based on a market  price of the Common  Stock equal to its
closing  price on  November  8,  1996,  6,295  shares of Common  Stock  would be
issuable as dividends on the  remaining  Preferred  Stock.  The Company will not
issue more than 343,827 additional shares as payment of preferred dividends; any
dividends in excess of this amount would be paid in cash.  The conversion of the
Preferred Stock will increase  shares  outstanding and can be expected to reduce
per share operating results.

Potential Issuances of Common Stock--LaserSight  Centers. In connection with its
acquisition of LaserSight  Centers in 1993, the Company issued 500,000 shares of
Common Stock and expensed the value of such shares in 1993. The Company has also
agreed,  based on the  original  acquisition  agreement  as  modified in 1995 in
connection with a settlement of shareholder  litigation,  to issue to the former
shareholders of LaserSight  Centers  (including the chairman of the board of the
Company) up to 1,265,333 shares of Common Stock (together with additional shares
representing  interest on such additional  payment to the extent required by the
Internal  Revenue  Services  (collectively,  the "Centers  Earnout  Shares")) if
LaserSight  Centers  receives  $5  million in  cumulative  gross  revenues  from
performing PRK, PTK or other refractive laser surgical  procedures through April
5, 2003 or if the Company acquires another entity that exceeds certain specified
size thresholds.  There can be no assurance that the Centers Earnout Shares will
not be issued or that an earnings  charge will not occur.  The Company  believes
that whether such events occur will depend upon business decisions to be made by
the Company.  The amount of such earnings charge,  while having no effect on the
Company's  cash  position,  could  equal  as much as 100% of the  value  of such
Centers  Earnout Shares and could be material to the Company's net income during
the period of their  issuance.  In connection with its acquisition of LaserSight
Centers, the Company also agreed to pay to Florida Laser Partners, a partnership
in which the  chairman  of the board of the  Company  is a  general  partner,  a
perpetual royalty.  The amount of the royalty is not limited in aggregate amount
and equals $86  (payable in shares of Common  Stock based on their  then-current
market  value (the  "Royalty  Shares")  for each eye on which  laser  refractive
optical  surgical  procedure  is conducted  by, or pursuant to a contract  with,
LaserSight  Centers or its affiliates.  The value of any Royalty Shares would be
expensed in the period in which they were accrued.  Through  September 30, 1996,
none of the  Royalty  Shares  have been  reflected  in the  Company's  financial
statements  because the specified  events had not yet  occurred.  The Company is
renegotiating these various  arrangements,  subject to the approval of the other
parties involved,  and a majority of the disinterested  members of the Company's
Board of  Directors.  The  issuance of Common Stock  relating to the  LaserSight
Centers  acquisition,  if  any,  will  increase  shares  outstanding  and can be
expected to reduce per share operating results.
<PAGE>

Other Potential Issuance of Common Stock. The Company could be required to issue
up to  750,000  shares of Common  stock to  Michael R.  Farris  pursuant  to the
earnout  provisions  of the  agreement  by which he sold The Farris Group to the
Company  prior to  becoming  an  officer  and  director  of the  Company.  As of
September 30, 1996, the Company had a contingent  obligation to issue 314,000 of
such 750,000  shares,  based on the  financial  performance  of The Farris Group
through such date.

Plan for Acquisitions. During the third quarter, the Company acquired the assets
of one  vision  care  center  (See Note 5). The  Company's  plans for growth and
expansion include further acquisitions of the assets of vision care centers. The
success of this aspect of the Company's  growth strategy is dependent,  in part,
on its  ability to  integrate  and manage  acquired  operations  and to acquire,
integrate and manage additional  operations.  There can be no assurance that the
Company will be able to identify suitable  acquisition  candidates or be able to
finance any such  acquisitions or that any such acquisitions will be consummated
on terms favorable to the Company.  If the Company is able to acquire additional
operations, there can be no assurance that the Company will be able to integrate
and manage such additional operations successfully.

MEC  Shares  Held in  Escrow.  All of the  shares  of stock of MEC  owned by the
Company  are being held in escrow  pending  the  Company's  payment in full of a
promissory  note in the original  principal  amount of $1,799,100 with a current
principal amount of $1,000,000 (the "MEC Note") issued by the Company as part of
the  consideration  for its acquisition of MEC in October 1995. The MEC Note was
originally  due on  demand  on or after  April 1,  1996,  and has been  extended
several  times,  most recently to be due on demand on or after January 15, 1997.
If the Company were to default under the MEC Note,  the former  shareholders  of
MEC would be entitled to regain ownership of all of such shares.


<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1    LEGAL PROCEEDINGS

          Public   Company   Publishing,   Inc.  On  May  10,  1996,   following
          unsuccessful  efforts of mediation,  the Company received from counsel
          to Public Company  Publishing Inc.  ("PCP") a copy of a complaint said
          to have been filed in the Circuit  Court for Orange  County,  Florida.
          The complaint  alleges that the Company  breached a written  agreement
          between  PCP and the  Company  dated July 10,  1992,  as  subsequently
          modified  and  renewed,  pursuant to which PCP was to receive  certain
          options to purchase  Common Stock in exchange for rendering  financial
          consulting  services to the Company.  The  complaint  alleges that the
          options  entitled PCP to purchase an  aggregate  of 180,000  shares of
          Common Stock as follows: 60,000 shares at $4.00 per share through July
          1997,  60,000  shares at $9.25 per share  through  January  1998,  and
          60,000  shares at $4.62 per share  through  July 1998.  The  complaint
          seeks monetary damages in an unspecified  amount,  as well as specific
          performance.  PCP has stated outside of the complaint that its damages
          are  $2,057,400.  On May 23, 1996 the Company  removed the case to the
          United States District Court for the Middle  District of Florida.  The
          Company filed an answer on June 28, 1996,  denying the  enforceability
          of the  agreement and the validity of the options.  Limited  discovery
          has been  conducted.  The  Company and PCP are  negotiating  terms for
          potential  settlement  of the case. In the event case does not settle,
          the  case is set for  trial on  August  4,  1997.  In the  opinion  of
          management,  this case will not have a material  adverse effect on the
          financial condition of the Company, although there can be no assurance
          that it will not  have a  material  adverse  effect  on the  operating
          results of the  Company.  As of September  30,  1996,  the Company has
          accrued $100,000 based upon pending settlement discussions.

          Rural Health  Partners,  Inc. On May 9, 1996,  Rural Health  Partners,
          Inc. ("RHP") brought an action in the District Court,  City and County
          of Denver,  Colorado against MRF, Inc., d/b/a The Farris Group ("TFG")
          alleging  that TFG  breached an  agreement  with RHP to provide  joint
          consulting services to certain health care providers.  RHP's complaint
          also alleges fraud, negligent  misrepresentation,  breach of fiduciary
          duty and trade  defamation  by TFG and seeks  monetary  damages  in an
          unspecified  amount. The Company filed an answer denying all liability
          and a  counterclaim  against  RHP on July 19 and  July  26,  1996.  On
          September 24, 1996, TFG removed the case to the United States District
          Court for the District of Colorado.  To date,  only limited  discovery
          has been conducted.  In the opinion of management,  this case will not
          have a  material  adverse  effect on the  financial  condition  of the
          Company.

          Certain other legal  proceedings  against the Company are described in
          Item 3 (Legal  Proceedings)  of the  Company's  Form 10-K for the year
          ended December 31, 1995.

ITEM 2    CHANGES IN SECURITIES

          Not applicable.

ITEM 3    DEFAULTS UPON SENIOR SECURITIES

          Not applicable.

<PAGE>


ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

ITEM 5   OTHER INFORMATION

         Not applicable.

ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K

         a)   Exhibits

                               EXHIBIT INDEX PAGE
                               ------------------

         Exhibit 2 -  Plans of Acquisition, Reorganization

          2.1  See Exhibits 10.3, 10.8, 10.10 and 10.19.

         Exhibit 4  -  Instruments Defining the Rights of Security Holders

          4.1  Instruments defining the rights of security holders are
               set forth in the Articles of Incorporation, as amended,
               and is incorporated herein by reference from Form 8-A/A
               filed January 18, 1996.

         Exhibit 10 - Material Contracts

         10.1  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*).

         10.2  Covenant Not to Compete entered into between LaserSight
               Incorporated  and Dr. J. T. Lin (filed as Exhibit 10(c)
               to the Company's Registration Statement on Form S-18.*)

         10.3  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*).

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

<PAGE>

        10.4   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*).

        10.5   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*).

        10.6   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*).

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

        10.8   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*).

        10.9   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*).

        10.10  Contribution  Agreement  dated  July 7,  1994,  between
               LaserSight  Incorporated  and LaserSight  Technologies,
               Inc.  (filed as Exhibit 2.6 to the Company's  Form 10-K
               for the year ended December 31, 1994*).

        10.11  Research and  Development  Consulting  Agreement  dated
               March 31, 1995 between  LaserSight  Technologies,  Inc.
               and J. T.  Lin,  Ph.D.  (filed as  Exhibit  10.3 to the
               Company's Form 10-Q for the quarter ended September 30,
               1995*).

        10.12  Technology  Transfer  Agreement  dated  July  25,  1995
               between LaserSight Technologies,  Inc., J.T. Lin, Ph.D.
               and Photon  Data,  Inc.  (filed as Exhibit  10.4 to the
               Company's Form 10-Q for the quarter ended September 30,
               1995*).

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

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

<PAGE>


       10.13   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*).

       10.14   Consulting Agreement dated June 21, 1994 by and between
               LaserSight  Incorporated  and Emanuela  Dobrin-Charlton
               (filed as Exhibit 10.14 to the Company's  Form 10-K for
               the year ended December 31, 1995*).

       10.15   Consulting  Agreement dated June 7, 1995 by and between
               LaserSight  Incorporated and Richard C. Lutzy (filed as
               Exhibit 10.15 to the  Company's  Form 10-K for the year
               ended December 31, 1995*).

       10.16   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*).

       10.17   Employment   Agreement   by  and   between   LaserSight
               Incorporated  and Michael R. Farris dated  December 28,
               1995 (filed as Exhibit 10.17 to the Company's Form 10-K
               for the year ended December 31, 1995*).

       10.18   Employment  Agreement  dated  December  28, 1995 by and
               between  LaserSight   Incorporated  and  David  Pieroni
               (filed as Exhibit 10.18 to the Company's  Form 10-K for
               the year ended December 31, 1995*).

       10.19   Agreement  and Plan of Merger  by and among  LaserSight
               Incorporated,  MEC  Health  Care,  Inc.,  Dr.  Mark  B.
               Gordon,  O.D.  and Dr.  Howard M.  Levin,  O.D.,  dated
               August 28, 1995 as amended as of October 5, 1995 (filed
               as Exhibit 2 to the Company's Form 8-K filed on October
               19, 1995*).

       10.20   Manufacturer's  Representative Agreement by and between
               LaserSight  Technologies,  Inc.  and Natural  Vision of
               Malta dated  September 1, 1995 (filed as Exhibit  10.20
               to the Company's  Form 10-K for the year ended December
               31, 1995*).

       10.21   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*).

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



<PAGE>



       10.22   Agreement  dated April 4, 1996 to amend  Agreement  and
               Plan of Merger by and  among  LaserSight  Incorporated,
               Mark B. Gordon,  O.D. and Howard M. Levin,  O.D. (filed
               as Exhibit 10.22 to the Company's Form 10-Q for the 2nd
               quarter ended June 30, 1996*).

       10.23   Agreement  dated June 27, 1996 to amend  Agreement  and
               Plan of Merger by and  among  LaserSight  Incorporated,
               Mark B. Gordon,  O.D. and Howard M. Levin,  O.D. (filed
               as Exhibit 10.23 to the Company's Form 10-Q for the 2nd
               quarter ended June 30, 1996*).

       10.24   LaserSight  Incorporated  1996  Equity  Incentive  Plan
               (filed as Exhibit A to the Company's  definitive  proxy
               statement dated April 30, 1996*).

       10.25   LaserSight  Incorporated  Non-Employee  Directors Stock
               Option  Plan  (filed  as  Exhibit  B to  the  Company's
               definitive proxy statement dated April 30, 1996*).

       10.26   Agreement and Plan of Merger dated April 18, 1996 among
               LaserSight  Incorporated,  Eye  Diagnostics  & Surgery,
               P.A., LSI Acquisition,  Inc., John W. Norris,  M.D. and
               Bernard  Spier,  M.D.  (filed  as  Exhibit 2 (i) to the
               Company's Form 8-K dated July 18, 1996*).

       10.27   Amendment  to the  Agreement  and Plan of Merger  dated
               June 17, 1996 (filed as Exhibit 2 (ii) to the Company's
               Form 8-K dated July 18, 1996*).

       10.28   Second  Amendment to the  Agreement  and Plan of Merger
               dated  July 3, 1996  (filed  as  Exhibit 2 (iii) to the
               Company's Form 8-K dated July 18, 1996*).

       10.29   Agreement  and Plan of Merger dated June 17, 1996 among
               LaserSight Incorporated,  LaserSight Acquisition, Inc.,
               Cataract Hotline,  Inc. and Michael R. Norris (filed as
               Exhibit 2 (iv) to the Company's Form 8-K dated July 18,
               1996*).

       10.30   Asset Purchase  Agreement  dated April 18, 1996 between
               LaserSight Incorporated and John W. Norris, M.D. (filed
               as Exhibit 2 (vi) to the Company's  Form 8-K dated July
               18, 1996*).

       10.31   Amendment to Asset  Purchase  Agreement  dated June 17,
               1996  (filed as Exhibit 2 (vii) to the  Company's  Form
               8-K dated July 18, 1996*).

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

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



<PAGE>

                                                                        
                                                                        

       Exhibit 11    Statement of Computation of Per Share Earnings       

       Exhibit 27    Financial Data Schedule                                

       b)  Reports on Form 8-K

           On July 8, 1996,  the Company filed with the Commission
           a  Current  Report  on Form  8-K  regarding  the  press
           release issued by LaserSight Incorporated dated July 8,
           1996,  reporting the acquisition of the assets of a New
           Jersey Ophthalmic practice and surgery center.

           On July 9, 1996,  the Company filed with the Commission
           a  Current  Report  on Form  8-K  regarding  the  press
           release  dated  July 9,  1996,  announcing  preliminary
           second-quarter estimates.

           On July 18, 1996, the Company filed with the Commission
           a Current Report on Form 8-K regarding the  acquisition
           of the assets of the Northern New Jersey Eye Institute.

           On  September  6,  1996,  the  Company  filed  with the
           Commission a Current  Report on Form 8-K  regarding the
           press release dated  September 6, 1996,  announcing the
           appointment of a Chief Operating Officer.

           On  September  16,  1996,  the  Company  filed with the
           Commission a Current Report on Form 8-K/A including the
           financial   information   required   related   to   the
           acquisition  of the assets of the  Northern  New Jersey
           Eye Institute.


<PAGE>



                              SIGNATURES
                              ----------


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


                                              LaserSight Incorporated




Dated: November 14, 1996                      By:  /s/ Michael R. Farris
       --------------------                        -------------------------
                                                   Michael R. Farris,
                                                   Chief Executive Officer



Dated: November 14, 1996                      By:  /s/ Gregory L. Wilson
       --------------------                        -------------------------
                                                   Gregory L. Wilson,
                                                   Chief Financial Officer








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