Exhibit 4.1
                                                                ___________


Certificate Number                  STAAR                          Shares


   COMMON STOCK                                               COMMON STOCK

INCORPORATED UNDER THE LAWS                                 CUSIP 852321 30 5
OF THE STATE OF DELAWARE


                             STAAR SURGICAL COMPANY

                                                               SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS





      THIS CERTIFIES THAT







      IS THE OWNER OF


         FULLY  PAID  AND  NONASSESSABLE  SHARES,  OF THE PAR  VALUE OF ONE
         CENT($.01) EACH, OF THE COMMON STOCK OF

         STAAR  SURGICAL   COMPANY,   transferable  on  the  books  of  the
         Corporation by the holder hereof,  in person or by duly authorized
         attorney, upon surrender of this certificate, properly endorsed.
              This  certificate  is  not  valid  until   countersigned  and
              registered by the Transfer Agent and Registrar.
              Witness  the  facsimile  seal  of  the  Corporation  and  the
              facsimile signatures of its duly authorized officers.
              Dated:


STAAR SURGICAL COMPANY          _______________________      ___________________
        SEAL                              PRESIDENT AND                SECRETARY
                                CHIEF EXECUTIVE OFFICER


Countersigned and Registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY
                (NEW YORK)

By                                 Transfer Agent
                                    and Registrar

                               Authorized Officer

                             STAAR SURGICAL COMPANY

The Corporation  will furnish, without charge to each stockholder upon request a
statement of the powers, designations,  preferences and relative, participating,
optional or other special  rights of each class of stock of the  Corporation  or
series  thereof and the  qualifications,  limitations  or  restrictions  of such
preferences and/or rights.

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:
                                                     
TEN COM   - as tenants in common                           UNIF GIFT MIN ACT - _____________ Custodian _______________
                                                                                  (Cust)                    (Minor)
TEN ENT   - as tenants by the entireties                                          under Uniform Gifts to Minors
                                                                                       Act ____________________
JT TEN    - as joint tenants with right of survivorship                                           (State)
            and not as tenants in common
                                                           UNIF TRF MIN ACT - _____________ Custodian (until age _____)
                                                                                  (Cust)
                                                                              ________________ under Uniform Transfers
                                                                                   (Minor)
                                                                                   to Minors Act __________________
                                                                                                        (State)


    Additional abbreviations may also be used though not in the above list.

 For Value Received, ___________________, hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE
 _____________________________________
|                                     |
|_____________________________________|


_______________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

_______________________________________________________________________________

_______________________________________________________________________________

_________________________________________________________________________ Shares
of the  Common  Stock  represented  by the  within  Certificate,  and do  hereby
irrevocably constitute and appoint _____________________________________________

_______________________________________________________________________ Attorney
to transfer  the said Stock on the books of the within  named  Corporation  with
full power of substitution in the premises.


Dated: _____________________     _______________________________________________
                                 NOTICE:  THE SIGNATURE TO THIS  ASSIGNMENT MUST
                                 CORRESPOND  WITH THE NAME AS  WRITTEN  UPON THE
                                 FACE OF THE CERTIFICATE,  IN EVERY  PARTICULAR,
                                 WITHOUT  ALTERATION  OR  ENLARGEMENT,   OR  ANY
                                 CHANGE WHATEVER.

                                 SIGNATURE  MUST BE  GUARANTEED  BY A COMMERCIAL
                                 BANK OR  MEMBER  FIRM  OF ONE OF THE  FOLLOWING
                                 STOCK  EXCHANGES:   NEW  YORK  STOCK  EXCHANGE,
                                 PACIFIC COAST STOCK  EXCHANGE,  AMERICAN  STOCK
                                 EXCHANGE, MIDWEST STOCK EXCHANGE.

                                 _______________________________________________