PROXY                          VISION-SCIENCES, INC.                    PROXY



PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 19, 1996

     The undersigned, revoking all prior proxies, hereby appoint(s) Katsumi
Oneda and Peter B. Tarr, and each of them, with full power of substitution, as
proxies to represent and vote, as designated herein, all shares of Common Stock
of Vision-Sciences, Inc. (the "Company") which the undersigned would be entitled
to vote if personally present at the Annual Meeting of Stockholders of the
Company to be held at the offices of Hale and Dorr, 60 State Street, Boston,
Massachusetts, on August 19, 1996 at 10:00 a.m., local time, and at any
adjournment thereof.

     This proxy when properly executed will be voted in the manner directed by 
the undersigned stockholder(s).  IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE 
VOTED FOR PROPOSALS 1, 2, AND 3.  Attendance of the undersigned at the meeting 
or any adjournment thereof will not be deemed to revoke this proxy unless the 
undersigned shall revoke this proxy in writing before it is exercised or 
affirmatively indicate his intent to vote in person.

     1.   To elect the following Class II Directors (except as marked below):

          Katsumi Oneda, Fred E. Silverstein, M.D. and
          Janice B. Wyatt

/  / FOR  all nominees   /  / WITHHOLD AUTHORITY to vote for all nominees

/  / FOR  all nomineees except the following:__________________________

     2.   To ratify the selection of Arthur Andersen, LLP as the Company's
independent auditors for the current year.

                /  /  FOR     /  /  AGAINST    /  /  ABSTAIN

     3.   To transact such other business as may properly come before the 
meeting or any adjournment of the meeting.

               /  /   FOR    /  /   AGAINST    


 





                                   Please sign exactly as name appears hereon.
                                   When shares are held by joint owners, both
                                   should sign.  When signing as attorney,
                                   executor, administrator, trustee or guardian,
                                   please give title as such.  If a corporation
                                   or partnership, please sign by authorizing
                                   person.

                                   Signature:_________________________________

                                   Date:______________________________________

THIS PROXY IS SOLICITED            Signature:_________________________________
ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY.          Date:______________________________________