Washington, DC 20549
                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): December 27, 2005
                                                       (December 23, 2005)

                         ADVANCED MEDICAL OPTICS, INC.
             (Exact name of registrant as specified in its charter)

      Delaware                         01-31257              33-0986820
(State or other jurisdiction        (Commission             (IRS Employer
     of incorporation)              File Number)           Identification No.)

          1700 E. St. Andrew Place
               Santa Ana, CA                                   92705
    (Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (714) 247-8200

                                 Not applicable
         (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under
     the Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities.

         On December 23, 2005, Advanced Medical Optics, Inc. issued an
aggregate of 40,094 shares of its common stock to holders of its 3 1/2%
Convertible Senior Subordinated Notes due 2023 (the "3 1/2% convertible notes")
in exchange for $750,000 aggregate principal amount of the 3 1/2% convertible
notes in privately negotiated transactions. The issuance of the shares of
common stock was made in reliance on Section 3(a)(9) of the Securities Act of
1933, as amended. Following these transactions, no 3 1/2% convertible notes
remain outstanding.


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

                                              ADVANCED MEDICAL OPTICS, INC.

                                              By:  /s/ Aimee S. Wiesner
Date: December 27, 2005                           Aimee S. Weisner
                                                  Corporate Vice President,
                                                  General Counsel and Secretary