EXHIBIT 24.1

                               POWER OF ATTORNEY

                OFFICERS AND DIRECTORS OF STAAR SURGICAL COMPANY



     The undersigned director of Staar Surgical Company, a Delaware corporation
(the "Corporation"), which proposes to file a registration statement on Form S-8
(the "Registration Statement") under the provisions of the Securities Act of
1933 with the Securities and Exchange Commission, Washington D.C., hereby
constitutes and appoints William C. Huddleston and John R. Wolf, with full power
of substitution and resubstitution, as attorney to sign for the undersigned in
any and all capacities such Registration Statement and any and all amendments
thereto, and any and all applications or other documents to be filed pertaining
to such Registration Statement with the Securities and Exchange Commission or
with any states or other jurisdictions in which registration is necessary to
provide for notice or sales of all or part of the securities to be registered
pursuant to the Registration Statement and with full power and authority to do
and perform any and all acts and things whatsoever required and necessary to be
done in the premises, as fully to all intents and purposes as the undersigned
could do if personally present.  The undersigned hereby ratifies and confirms
all that said attorney-in-fact and agent, or any of his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

          Executed this 8th day of August, 1995.


                                    /s/ PETER J. UTRATA
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                                    PETER J. UTRATA, M. D.