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):  September 29, 2004
                                                   (September 24, 2004)

                         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 September 24, 2004, Advanced Medical Optics, Inc. issued an
aggregate of 812,912 shares of its common stock to a limited number of holders
of its 3 1/2 Convertible Senior Subordinated Notes due 2023 (the "3 1/2
convertible notes") in exchange for $15 million 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.


         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. Weisner
Date:  September 29, 2004                        Aimee S. Weisner
                                                 Corporate Vice President,
                                                 General Counsel and Secretary