SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q
(Mark One)
[ X ] Quarterly  Report  Pursuant  to Section 13 or 15(d) of the  Securities
      Exchange Act of 1934. For the quarterly period ended March 31, 1997.

                                       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
May 8, 1997 is 9,360,685.


<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  and in the  Company's  annual  report on Form 10-K for the year
ended December 31, 1996.

                                      INDEX
                                                                  
PART I.   FINANCIAL INFORMATION

          Item 1.  Condensed Consolidated Financial Statements

                   Condensed  Consolidated  Balance Sheets as of March 31, 1997
                   and December 31, 1996         

                   Condensed  Consolidated  Statements  of  Operations  for the
                   Three Month Periods Ended March 31, 1997 and 1996
                                                                          
                   Condensed  Consolidated  Statements  of Cash  Flows  for the
                   Three Month Periods Ended March 31, 1997 and 1996
                    

                   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>



                         PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                                                                 March 31,         December 31,
                                                                                   1997                1996
                                                                              ----------------    ---------------
CURRENT ASSETS                                      ASSETS                     (Unaudited)

<S>                                                                                <C>                <C>       
  Cash and cash equivalents                                                        $1,762,430         $2,003,501
  Accounts receivable - trade, net                                                  4,368,785          5,458,153
  Notes receivable - current portion, net                                           3,238,551          3,159,575
  Inventories                                                                       3,189,394          3,328,903
  Deferred tax assets                                                                 582,256            667,998
  Income taxes recoverable                                                            637,655            803,154
  Other current assets                                                                444,291            221,922
                                                                              ----------------    ---------------
                                               TOTAL CURRENT ASSETS                14,223,362         15,643,206

NOTES RECEIVABLE, less current portion, net                                         3,058,699          2,620,375
PROPERTY AND EQUIPMENT, net                                                         2,000,910          1,936,220
GOODWILL, net                                                                      15,245,854         12,099,032
OTHER ASSETS, net                                                                   1,981,319          1,951,380
                                                                              ----------------    ---------------
                                                                                  $36,510,144        $34,250,213
                                                                              ================    ===============

                                        LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
  Accounts payable                                                                 $2,296,737         $2,216,792
  Notes payable - related parties                                                   1,000,000          1,000,000
  Current portion of capital lease obligations                                        206,139            206,139
  Accrued expenses                                                                    531,088            764,084
  Accrued commissions                                                               1,163,197          1,214,235
  Dividends payable                                                                    48,863             39,000
  Other current liabilities                                                            59,989            182,155
                                                                              ----------------    ---------------
                                          TOTAL CURRENT LIABILITIES                 5,306,013          5,622,405

REFUNDABLE DEPOSITS                                                                   227,000            240,000
ACCRUED COMMISSIONS, less current portion                                             345,527            309,656
DEFERRED INCOME TAXES                                                                 582,256            667,998
CAPITAL LEASE OBLIGATIONS                                                             592,449            641,623

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
 Convertible preferred stock - par value $.001 per share;  authorized 10,000,000
   shares; eight shares issued and outstanding at March 31, 1997 and 
   December 31, 1996                                                                        -                  -
 Common stock - par value $.001 per share; authorized 20,000,000 shares; 
   9,084,882 and 8,454,266 shares issued and outstanding at March 31, 1997
   and December 31, 1996, respectively                                                  9,085              8,454
 Additional paid-in capital                                                        33,416,319         30,080,560
 Obligation to issue common stock                                                   3,065,056          3,065,056
 Stock subscription receivable                                                    (1,140,000)        (1,140,000)
 Accumulated deficit                                                              (5,260,852)        (4,612,830)
 Less treasury stock, at cost;  170,200 common shares                               (632,709)          (632,709)
                                                                              ----------------    ---------------
                                                                                   29,456,899         26,768,531
                                                                              ----------------    ---------------
                                                                                  $36,510,144        $34,250,213
                                                                              ================    ===============
See accompanying notes to the condensed consolidated financial statements.
</TABLE>
<PAGE>

<TABLE>


                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996

                                   (Unaudited)

<CAPTION>
                                                                              1997                1996
                                                                      ----------------     ---------------
       <S>                                                                 <C>                 <C>       
       REVENUES, net                                                       $6,518,142          $4,583,638

       COST OF SALES                                                        1,043,798             634,047
       PROVIDER PAYMENTS                                                    1,404,896             934,958
                                                                      ----------------     ---------------

       GROSS PROFIT                                                         4,069,448           3,014,633

       RESEARCH, DEVELOPMENT AND
         REGULATORY EXPENSES                                                  362,204             736,132

       SELLING, GENERAL AND ADMINISTRATIVE
         EXPENSES                                                           4,342,987           4,186,597
                                                                      ----------------     ---------------

       LOSS FROM OPERATIONS                                                 (635,743)         (1,908,096)

       OTHER INCOME AND EXPENSES
         Interest income                                                       97,364              54,746
         Interest expense                                                    (59,643)            (26,364)
         Other                                                               (50,000)                   -
                                                                      ----------------     ---------------

       NET LOSS BEFORE INCOME TAXES                                         (648,022)         (1,879,714)

       INCOME TAX BENEFIT                                                           -           (647,950)
                                                                      ----------------     ---------------

       NET LOSS                                                            $(648,022)        $(1,231,764)
                                                                      ================     ===============

       LOSS PER COMMON SHARE
           Primary:                                                           $(0.07)             $(0.19)
                                                                      ================     ===============
           Assuming full dilution:                                            $(0.07)             $(0.19)
                                                                      ================     ===============

       WEIGHTED AVERAGE NUMBER
             OF SHARES OUTSTANDING
           Primary:                                                         8,821,000           7,020,000
                                                                      ================     ===============
           Assuming full dilution:                                          8,821,000           7,020,000
                                                                      ================     ===============




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

<TABLE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996

                                   (Unaudited)

<CAPTION>
                                                                             1997                 1996
                                                                     -----------------       ---------------
        <S>                                                                <C>                 <C>   
        CASH FLOWS FROM OPERATING ACTIVITIES
          Net loss                                                         $(648,022)          $(1,231,764)
          Adjustments to reconcile net loss to net cash
                used in operating activities:
            Depreciation and amortization                                     338,243               206,017
            Provision for uncollectible accounts                               59,000               237,500
            Decrease in accounts receivable                                 1,030,368               894,449
            Increase in notes receivable                                    (517,300)             (141,544)
            Decrease (increase) in inventory                                  139,509           (1,057,949)
            Increase in accounts payable                                       79,945               477,377
            Decrease in accrued liabilities                                 (248,163)             (302,663)
            Decrease (increase) in income tax assets                          165,499             (882,911)
            Other                                                           (425,184)                38,680
                                                                     -----------------       ---------------


        NET CASH USED IN OPERATING ACTIVITIES                                (26,105)           (1,762,808)

        CASH FLOWS FROM INVESTING ACTIVITIES
          Purchases of property and equipment                               (191,780)             (197,578)
                                                                     -----------------       ---------------

        CASH FLOWS FROM FINANCING ACTIVITIES
          Proceeds from exercise of stock options                              25,988                31,232
          Repayments of notes payable                                               -             (799,100)
          Repayments of notes payable - officer                                     -             (465,000)
          Repayments of capital lease obligation                             (49,174)                     -
          Proceeds from issuance of preferred stock, net                            -             5,389,029
                                                                     -----------------       ---------------

        NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                  (23,186)             4,156,161
                                                                     -----------------       ---------------

        INCREASE (DECREASE) IN CASH AND CASH
          EQUIVALENTS                                                       (241,071)             2,195,775

        CASH AND CASH EQUIVALENTS,
          BEGINNING OF PERIOD                                               2,003,501             1,598,339
                                                                     -----------------       ---------------

        CASH AND CASH EQUIVALENTS, END OF PERIOD                           $1,762,430            $3,794,114
                                                                     =================       ===============


See accompanying notes to the condensed consolidated financial statements.

</TABLE>

<PAGE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               Three Month Periods Ended March 31, 1997 and 1996


NOTE 1    BASIS OF PRESENTATION

          The   accompanying   unaudited,   condensed   consolidated   financial
          statements of LaserSight  Incorporated and subsidiaries  (the Company)
          as of March 31, 1997, and for the three-month  periods ended March 31,
          1997 and 1996 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, 1996.  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 period ended March 31, 1997 are not necessarily  indicative of the
          operating results for the full year.


NOTE 2    PER SHARE INFORMATION

          Net loss per  common  share is  computed  using the  weighted  average
          number of common shares, commitments to issue 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 loss per share for
          the three months ended March 31, 1997 was  anti-dilutive and therefore
          is the same as primary loss per share. In February 1997,  Statement of
          Financial  Accounting  Standards  No. 128 (SFAS  128),  "Earnings  Per
          Share,"  was issued  establishing  new  standards  for  computing  and
          presenting earnings per share. The historical measures of earnings per
          share   (primary  and  fully   diluted)  are  replaced  with  two  new
          computations  of earnings per share (basic and  diluted).  The Company
          will adopt SFAS 128 as of December 31, 1997.  Loss per share, on a pro
          forma  basis,  for the three  month-periods  ended  March 31, 1997 and
          1996, computed pursuant to the provisions of SFAS 128, would have been
          as follows:

                                                   1997                  1996
                                                   ----                  ----

          Basic loss per share                   ($ 0.07)              ($ 0.18)

          Diluted loss per share                 ($ 0.07)              ($ 0.18)


NOTE 3    INVENTORIES

          Inventories,  which  consist  primarily  of laser  systems,  parts and
          components,  is  stated  at the  lower  of  cost  or  market.  Cost is
          determined  using the first-in,  first-out  method.  The components of
          inventories  at March 31, 1997 and December 31, 1996 are summarized as
          follows:

                                          March 31, 1997     December 31, 1996
                                          --------------     -----------------

          Raw materials                     $2,173,818            $2,008,610
          Work-in-process                      214,655               448,906
          Finished goods                       582,523               664,646
          Test equipment-clinical trials       218,398               206,741
                                            ----------            ----------
                                            $3,189,394            $3,328,903
                                            ==========            ==========

<PAGE>

NOTE 4    BUSINESS COMBINATIONS

          LaserSight Centers Incorporated (Centers)
          -----------------------------------------

          In March 1997, the Company amended the purchase and royalty agreements
          related to the 1993  acquisition  of  Centers.  The  amended  purchase
          agreement  provided  for the  Company  to issue  625,000  unregistered
          common shares (valued at $3,320,321)  with 600,000  additional  shares
          contingently  issuable  based  upon  future  operating  profits.  This
          replaces the  provision  calling for 1,265,333  contingently  issuable
          shares based on  cumulative  revenues or other  future  events and the
          uncertainties  associated  therewith.  The amended  royalty  agreement
          reduces  the  royalty  from $86 to $43 per  refractive  procedure  and
          delays the obligation to pay such  royalties  until the sooner of five
          years or the issuance of all contingently issuable shares as described
          above.


NOTE 5    COMMITMENTS AND CONTINGENCIES

          Patent Agreement
          ----------------

          In  February  1997,  the  Company   entered  into  an  agreement  with
          International  Business Machines  Corporation (IBM) which provides for
          LaserSight  to acquire  certain  IBM patents  relating to  ultraviolet
          light ophthalmic products and procedures for ultraviolet  ablation for
          $14,900,000 on or before July 1, 1997.

          The agreement provides for IBM to transfer to the Company all of IBM's
          rights under its patent  license  agreements  with certain  licensees.
          Subject to the closing of the transaction by July 1, 1997, the Company
          will be entitled to receive all royalties  accrued on or after January
          1, 1997, under such patent license agreements.

          An escrow  agreement  between IBM and the Company was  negotiated  and
          executed  in  March  1997,  providing  for the  Company  to place a $1
          million  deposit of its common stock into escrow.  If the  transaction
          does not close by July 1, 1997,  IBM may terminate the  agreement.  In
          such event,  the  Company's  sole  obligation  is to deliver  from the
          escrow or  otherwise  its common  stock and/or cash with a value of $1
          million  on July 1, 1997.  Among  other  things,  the  transaction  is
          subject to the  Company's  arrangements  for  payment of the  purchase
          price and regulatory clearances, if any.


NOTE 6    SUBSEQUENT EVENT

          Financing
          ---------

          On April 1, 1997,  the  Company  entered  into a loan  agreement  with
          Foothill  Capital  Corporation  for  a  loan  of  up  to  $8  million,
          consisting  of a term loan in the amount of $4 million and a revolving
          loan in an amount of 80% of the  eligible  receivables  of  LaserSight
          Technologies,  but not in excess of $4  million.  The term loan  bears
          interest  at an  annual  rate of  12.50%  and  requires  repayment  of
          principal in monthly installments of $1.33 million beginning on May 1,
          1998. The revolving  loan bears interest at a variable  annual rate of
          1.50% above the base rate of Norwest  Bank  Minnesota.  The $4 million
          maximum  amount of the  revolving  loan  declines by $1.33 million per
          month  beginning on August 1, 1998. In connection  with the loan,  the
          Company paid an  origination  fee of $150,000  and issued  warrants to
          purchase  500,000 shares of Common Stock. The warrants are exercisable
          at any time from April 1, 1998  through  April 1, 2002 at an  exercise
          price per share of $6.0667. Subject to certain conditions based on the
          market  price of the  Common  Stock,  up to half of the  warrants  are
          eligible  for  repurchase  by the Company.  Any  warrants  that remain
          outstanding  and unexercised on April 1, 2002 are subject to mandatory
          repurchase by the Company at a price of $1.50 per warrant. The loan is
          secured by a pledge of  substantially  all of the  Company's  accounts
          receivable  and other  assets.  The terms of the  financing  agreement
          contain  financial  covenants  with  respect to,  among other  things,
          current ratio, laser system sales, revenue,  earnings before interest,
          taxes,   depreciation   and   amortization   (EBITDA),   and   capital
          expenditures.

          The Company used a portion of the net proceeds of the term loan to pay
          in full the  balance  due under its note to the  former  owners of MEC
          Health Care,  Inc., a wholly owned  subsidiary of the Company acquired
          in October 1995.


<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  products and services and health care services
for the three month periods ended March 31, 1997 and 1996.
<TABLE>
<CAPTION>

                                        For the Three-Month                           For the Three-Month
                                            Period Ended                                 Period Ended
                                           March 31, 1997                                March 31, 1996
                                           --------------                                --------------
                                                                       Percent
                                   Net Sales         % of Total        Change       Net Sales      % of Total
                                   ---------         ----------        ------       ---------      ----------

<S>                              <C>                    <C>             <C>        <C>                <C> 
Technology                       $ 3,553,844            55 %            79 %       $ 1,984,350        43 %
Health care services               2,964,298            45 %             9 %         2,724,897        60 %
Intercompany revenues                     --              --                          (125,609)       (3 %)
                                 -----------                                       -----------      -------

Total net sales                  $ 6,518,142            100 %           42 %       $ 4,583,638       100 %
                                 ===========           ======                      ===========      ======
</TABLE>


Net sales in the first  quarter of 1997 were  $6,518,142  compared to $4,583,638
(for an increase of  $1,934,504)  over the same period in 1996.  The increase in
health care services revenue was attributed to increased  revenues  generated by
MEC Health Care,  Inc. (MEC) and revenues  generated by LSI  Acquisition,  Inc.,
which manages the ophthalmic practice known as Northern New Jersey Eye Institute
(NNJEI),  the assets of which were acquired on July 3, 1996, partially offset by
a substantial reduction in revenues generated by The Farris Group. Net sales for
The  Farris  Group in the  first  quarter  of 1997  were  $231,878  compared  to
$1,208,967  (for a decrease  of  $977,089)  over the same  period in 1996.  This
decrease was due  primarily to a reduction in consulting  services  provided and
was accompanied by a $645,229 reduction in expenses.  The increase in technology
revenues was attributed to increased sales of the Company's  LaserScan-2000  and
LS-300  excimer  laser systems in overseas  markets.  Fifteen laser systems were
sold in the first  quarter of 1997  compared to seven  systems,  net of returns,
sold over the same period in 1996. There were no system returns during the first
quarter of 1997. In addition,  due to competitive  pressures in certain  markets
and the  Company's  sales,  during 1997,  of the lower priced LS 300 model,  the
average  sales price per system  declined  from average  levels  during the same
period in 1996.

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 the
three month periods ended March 31, 1997 and 1996.

                           For the Three-Month               For the Three-Month
                               Period Ended        Percent        Period Ended
                              March 31, 1997        Change       March 31, 1996
                          --------------------      ------     -----------------

Cost of goods sold           $ 1,043,798              65 %         $  634,047
Provider payments              1,404,896              50 %            934,958
Gross profit                   4,069,448              35 %          3,014,633
Gross profit percentage               62 %                                 66 %
Technology related only:
Gross profit                     2,510,046           86%           1,350,303
Gross profit percentage                 71 %                              68 %


Gross profit margins were 62% of net sales in the first quarter of 1997 compared
to 66% for the same  period  in 1996.  The  gross  profit  margin  decrease  was
primarily  attributed  to (i) the  decrease in revenues  generated by The Farris
Group,  which has no associated cost of sales,  (ii) a lower average sales price
for laser  systems  sold in 1997,  and  (iii) a  decrease  in the  gross  profit
percentage of MEC, which operated at a gross profit percentage of 27% during the
three month period ended March 31, 1997, compared to 33% over the same period in
1996.  The  decrease in revenues  generated  by The Farris  Group was  partially
offset by revenues generated by NNJEI.

Research,  Development and Regulatory  Expense.  The following  tables present a
comparative  analysis of research,  development and regulatory  expenses for the
three month periods ended March 31, 1997 and 1996.

                           For the Three-Month               For the Three-Month
                               Period Ended        Percent        Period Ended
                              March 31, 1997       Change        March 31, 1996
                          ---------------------    ------     ------------------

Research, development
 and regulatory                 $ 362,204          (51 %)          $ 736,132

As a percentage of
 technology net sales                  10%                                37 %


Research,  development and regulatory  expenses for the three month period ended
March  31,  1997,  were  $362,204,  a  decrease  of  $373,928,  or 51% from such
expenditures  during the same period in 1996.  This  decrease  was the result of
project  prioritization  which began in the second  quarter of 1996 and due to a
large  percentage of the total cost of  developing  the new  "CeraLase"  ceramic
laser head to be utilized in the  Company's new LaserScan LSX laser system being
incurred during the first quarter of 1996.  Continued research,  development and
regulatory  expenses  can  primarily  be  attributed  to  ongoing  research  and
development  of new  refractive  laser  systems,  including  development  of the
LaserScan LSX and  refinements  to the LaserScan  2000,  and continued  software
development for the excimer lasers.  Regulatory  expenses have changed minimally
since 1996 but are  expected to  increase  in 1997 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 for the
three month periods ended March 31, 1997 and 1996.


                           For the Three-Month               For the Three-Month
                               Period Ended        Percent       Period Ended
                              March 31, 1997       Change       March 31, 1996
                          --------------------     -------    ------------------

Selling, general and
 administrative               $ 4,342,987             4 %         $ 4,186,597

 Percentage of net sales               67%                                 91 %

Selling, general and administrative expenses increased by $156,390 for the first
quarter of 1997  compared  to the same period in 1996.  The primary  reasons for
these  increases  include  increased  employment and other  operating costs as a
result of the  acquisition  of NNJEI in July  1996,  the  growth  of MEC,  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.
Additionally,  certain significant expenses correlate directly with the increase
in revenues over the prior year period, including sales commissions and warranty
costs. These increases in operating costs were partially offset by a substantial
reduction  in the  operating  costs of The Farris  Group.  Legal and  accounting
expenditures  continue to be incurred as a result of ongoing regulatory filings,
general corporate issues, litigation and patent issues.

Loss From  Operations.  There was an  operating  loss of  $635,743  in the first
quarter of 1997 compared to an operating  loss of $1,908,096 for the same period
in 1996.  The  improvement in operating  results can be attributed  primarily to
increased sales of the Company's laser systems and the  profitability of MEC and
NNJEI, partially offset by the loss incurred by The Farris Group.

Other Income and Expense.  Interest  income was $97,364 in the first  quarter of
1997 compared to $54,746 for the same period in 1996. Interest income was earned
from  the  Company's  cash  deposits,   short-term   investments  and  long-term
receivables  related to laser system sales.  Interest expense was $59,643 in the
first quarter of 1997 compared to $26,364 for the same period in 1996.  Interest
expense  incurred by the Company  related  primarily to the notes payable to the
former  owner of The Farris  Group (1996 only) and to the former  owners of MEC,
and a capital lease related to the assets of NNJEI.  During the first quarter of
1997,  the  Company  incurred a charge to  earnings  of  $50,000  related to the
settlement of litigation.

Income Taxes. For the three months ended March 31, 1997, the Company recorded no
income tax benefit or expense  compared to an income tax benefit of $647,950 for
the same period in 1996. The lack of income tax benefit for the first quarter of
1997 has been based on the lack of availability of loss carrybacks.

Net Loss. Net loss for the first quarter of 1997 was $648,022  compared to a net
loss of  $1,231,764  for  the  same  period  in  1996.  The  improvement  can be
attributed  primarily to increased  sales of the Company's laser systems and the
continued   profitability  of  the  Company's  subsidiaries  MEC  and  NNJEI  as
previously  described for the first quarter of 1997,  partially offset by a loss
at The Farris Group.

Loss per Share. The Company's loss per primary and fully diluted share decreased
to ($0.07) for the first three months of 1997  compared to ($0.19) in 1996.  The
decrease is  attributable  to the decrease in the net loss for the quarter ended
March 31, 1997 over the same period in 1996. Weighted average shares outstanding
increased  from the first  quarter  of 1996 as a result of the  conversion  into
Common Stock of 108 of the 116 shares of convertible  Preferred  Stock issued in
January  1996,  the exercise of warrants and options,  the issuance of shares in
conjunction  with the  acquisition  of NNJEI and the March 1997 amendment to the
purchase agreement related to LaserSight Centers.


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

Working capital  decreased  $1,103,452 from  $10,020,801 at December 31, 1996 to
$8,917,349  as of March 31,  1997.  This  decrease in working  capital  resulted
primarily  from the loss  from  operations  and the  purchase  of  property  and
equipment.

Operating  activities  used net cash of $26,105 during the first three months of
1997,  compared to  $1,762,808  of net cash used during the same period in 1996.
This  decrease in  primarily  attributable  to a first  quarter 1997 net loss of
$648,022 compared to a net loss of $1,231,764 for the same period in 1996. Other
factors  resulting in this decrease  include a decrease in net  receivables  and
income taxes  recoverable,  partially offset by an increase in notes receivable.
The Company used  $191,780 in cash from  investing  activities  during the first
quarter of 1997 compared to $197,578 over the same period in 1996. Net cash used
in  investing  activities  during  the first  quarter  of 1997 can be  primarily
attributed  to the purchase of office and computer  equipment.  Net cash used in
financing activities during the first quarter of 1997 was $23,186, consisting of
net  proceeds  from the  exercise  of stock  options  and costs  relating to the
repayment of the capital  lease  obligation.  That  compares to cash provided by
financing activities in the first three months of 1996 of $4,156,161, consisting
of net proceeds from the sale of common and preferred stock totaling  $5,420,261
net of a repayment of $1,264,100 in notes payable.

The Company believes that its balances of cash and cash  equivalents  along with
operating  cash  flows  and  the  proceeds  of the  Foothill  financing  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  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 intends to
internally  finance  a  proportionately  smaller  number of sales  over  periods
exceeding  eighteen  months than in 1996 and  preceding  years.  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 increase the level of  manufacturing  and distribution of
its medical lasers for international sales and to continue a variety of research
and development activities on its excimer and solid-state laser systems over the
next twelve months and it is  anticipated  that such  research and  development,
manufacturing  and  selling-related  expenditures  will be the most  significant
technology-related  expenses in the foreseeable future. In addition, the Company
expects to aggressively pursue vision managed care contracts with HMOs, insurers
and employer groups during the next 12 months. The Company anticipates that such
efforts will be the most significant health care service-related expenses in the
foreseeable future.

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 managed  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  relationship  will be secured on terms  satisfactory to the
Company.


UNCERTAINTIES AND OTHER ISSUES

The Company's business,  results of operations and financial conditions may also
be affected by a variety of  factors,  including  the ones noted below and under
the same caption in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.


Company-Related Uncertainties
-----------------------------

Operating Results. The Company incurred losses of $4,074,369 and $648,022 during
1996 and the first  quarter of 1997,  respectively.  In  addition,  although the
Company achieved  profitability in 1995 and 1994, the Company incurred losses in
1991 through 1993. As of March 31, 1997, the Company had an accumulated  deficit
of $5,260,852.  There can be no assurance that the Company can regain or sustain
profitability.

Receivables.  At  March  31,  1997,  the  Company's  trade  accounts  and  notes
receivable  aggregated  approximately  $10,666,000  net of total  allowances for
collection losses and returns of approximately $1,566,000.  Accrued commissions,
the  payment  of which  generally  depends on the  collection  of such net trade
accounts and notes receivable,  aggregated approximately $1,509,000 at March 31,
1997.  Exposure  to  collection  losses  on  technology-related  receivables  is
principally  dependent on its customers'  ongoing financial  condition and their
ability to generate  revenues from the Company's  laser  systems.  The Company's
ability to evaluate the financial  condition of  prospective  customers  located
outside  of the United  States is  generally  more  limited  than for  customers
located in the United States. The Company monitors the status of its receivables
and maintains a reserve for estimated  losses.  The Company's  operating history
has been relatively  short.  There can be no assurance that the current reserves
for estimated losses  ($1,409,000 at March 31, 1997) will be sufficient to cover
actual  write-offs over time.  Actual  write-offs that materially exceed amounts
reserved  could have a material  adverse  effect on the  Company's  consolidated
financial condition and results of operations.

Possible  Additional  Capital.  The Company is exploring  alternative sources of
capital to fund its product  development  activities,  to fund the $14.9 million
purchase  price for its  purchase of certain  patents  from IBM,  to  consummate
future strategic  acquisitions,  and to accelerate its implementation of managed
care strategies.  Except for the asset-backed financing of up to $8 million from
Foothill,  which  closed on April 1, 1997,  and allowed the Company to repay its
obligation to the former  owners of MEC, 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. The Foothill financing or
other 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.


Technology-Related Uncertainties
--------------------------------

New  Products.  There can be no assurance  that the Company will not  experience
difficulties   that  could   delay  or  prevent  the   successful   development,
introduction  and marketing of its new LaserScan LSX excimer laser and other new
products and  enhancements,  or that its new products and  enhancements  will be
accepted  in the  marketplace.  As is  typical  in the  case of new and  rapidly
evolving  industries,  demand  and market  acceptance  for  recently  introduced
technology and products are subject to a high level or uncertainty. In addition,
announcements  of  currently  planned or other new product  offerings  may cause
customers to defer purchasing existing Company products.

<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1    LEGAL PROCEEDINGS

          Pillar Point Partners
          ---------------------

          On March 25, 1997,  the Company  entered into an agreement with Pillar
          Point Partners and each co-plaintiff to resolve this litigation. Under
          the agreement,  Pillar Point Partners and each co-plaintiff  granted a
          release from  liability  under any of their patents for certain of the
          Company's ultraviolet laser corneal surgery systems and any service or
          procedure performed with such systems before the effective date of the
          agreement.  The Company paid a nominal fee in April 1997 and agreed to
          notify Pilllar Point Partners and the co-plaintiffs  before LaserSight
          begins  manufacturing  or selling in the United  States in the future.
          The action  was  dismissed  without  prejudice  in the  United  States
          District Court for the District of Delaware on March 26, 1997.

          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, 1996.


ITEM 2    CHANGES IN SECURITIES

          a)  Not applicable.

          b)  Not applicable.

          c) During the first quarter ended March 31, 1997, the Company has sold
          or issued the following unregistered securities:

          In  March  1997,   the   Company,   pursuant  to  an  amendment  to  a
          previously-reported 1993 acquisition agreement,  issued 624,991 shares
          of Common Stock to the former shareholders and former optionholders of
          LaserSight Centers Incorporated.

          The shares were issued in reliance on Regulation D  promulgated  under
          the Securities Act of 1933, as amended (the "Securities  Act"). The 16
          former LaserSight  Centers  shareholders and optionholders were either
          accredited  investors or represented by purchaser  representatives  as
          defined in  Regulation D. The Company has filed a Form D. The issuance
          and sale of all of such  shares was also  intended  to be exempt  from
          registration  under  the  Securities  Act by virtue  of  Section  4(2)
          thereof due to, among other things,  (i) the limited number of persons
          to whom the shares were issued,  (ii) the  distribution  of disclosure
          documents to all investors,  (iii) the sophistication of the investors
          or  their  representatives,  (iv)  the  fact  that  each  such  person
          represented  and warranted to the Company,  among other  things,  that
          such person was acquiring the shares for investment  only and not with
          a view to the resale or  distribution  thereof,  and (v) the fact that
          certificates  representing the shares were issued with a legend to the
          effect that such shares had not been  registered  under the Securities
          Act or any state  securities laws and could not be sold or transferred
          in the absence of such registration or an exemption therefrom.


ITEM 3    DEFAULTS UPON SENIOR SECURITIES

          Not applicable.

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          Not applicable.

ITEM 5    OTHER INFORMATION

          Not applicable.
<PAGE>

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K

          a)   Exhibits


                                  EXHIBIT INDEX
                                  -------------

Exhibit 2 - Plans of Acquisition, Reorganization

2.1       See Exhibits 10.3, 10.8, 10.10, 10.19, 10.26, 10.29 and 10.30.

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 are incorporated herein
          by reference from 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 (File No. 33-42734 and  incorporated  herein by
          reference).

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*).

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*).



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

<PAGE>

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*).

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 November 1, 1996 by and between LaserSight
          Technologies,  Inc.  and  Emanuela  Dobrin-Charlton  (filed as Exhibit
          10.14 to the  Company's  Form  10-K for the year  ended  December  31,
          1996*).

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,  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*).

10.32     Agreement  dated August 12, 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 10.32 to the Company's Form 10-K for
          the year ended December 31, 1996*).

10.33     Agreement dated October 30, 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 10.33 to the Company's Form 10-K for
          the year ended December 31, 1996*).

10.34     Agreement  dated January 8, 1997 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 10.34 to the Company's Form 10-K for
          the year ended December 31, 1996*).



-------------------
*        Incorporated herein by reference.  File No. 0-19671.
<PAGE>

10.35     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*).

10.36     Agreement  dated December 17, 1996 between Public Company  Publishing,
          Inc., Samuel S. Duffey and LaserSight  Incorporated  (filed as Exhibit
          10.36 to the  Company's  Form  10-K for the year  ended  December  31,
          1996*).

10.37     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*).

10.38     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*).

10.39     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*).

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

10.41     Employment   Agreement   dated  September  16,  1996  by  and  between
          LaserSight Incorporated and Richard L. Stensrud.

11        Statement of Computation of Per Share Earnings.

27        Financial Data Schedule.



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


<PAGE>


          b) Reports on Form 8-K

          On February 25, 1997,  the Company filed with the Commission a Current
          Report on Form 8-K regarding  the press release  issued by the Company
          dated  February 20, 1997,  reporting an agreement  between  LaserSight
          Incorporated and International Business Machines Corporation.

          On March 18,  1997,  the Company  filed with the  Commission a Current
          Report on Form 8-K  regarding  the press release dated March 18, 1997,
          reporting 1996 year-end results.

          On March 27,  1997,  the Company  filed with the  Commission a Current
          Report  on  Form  8-K  regarding   amendments  to  agreements  between
          LaserSight  Incorporated and LaserSight Centers Incorporated and Laser
          Partners.


<PAGE>

                                   SIGNATURES


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


                                             LaserSight Incorporated




Dated:      May 9, 1997                      By:    /s/ Michael R. Farris
     ------------------------                    -------------------------
                                                  Michael R. Farris,
                                                  Chief Executive Officer



Dated:     May 9, 1997                       By:    /s/ Gregory L. Wilson
      ----------------------                     --------------------------
                                                  Gregory L. Wilson,
                                                  Chief Financial Officer