<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


  For Quarterly Period Ended September 25, 1999  Commission File Number 0-21068
                             ------------------                         -------

                           Sight Resource Corporation

--------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)


                      Delaware                           04-3181524
--------------------------------------------------------------------------------
           (State or other jurisdiction of            (I.R.S. Employer
          incorporation or organization)             Identification No.)

                              100 Jeffrey Avenue
                             Holliston,  MA 01746
--------------------------------------------------------------------------------
                   (Address of principal executive offices)

                                 508-429-6916
--------------------------------------------------------------------------------
                          (Issuer's telephone number)

                                      N/A
--------------------------------------------------------------------------------
 (Former name, former address and former fiscal year, if changed since the last
                                    report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
                                                          Yes   X    No  ______
                                                             ------

APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

On October 23, 1999, 9,225,952 shares (does not include 30,600 shares held as
treasury stock) of common stock, par value $0.01 per share, were outstanding.

                                                      TOTAL PAGES             23
                                                      EXHIBIT INDEX AT PAGE   22

                                       1
<PAGE>

                          Sight Resource Corporation
                                     Index



PART I.  FINANCIAL INFORMATION                                             Page
                                                                           ----

Item 1   Financial Statements

         Consolidated Balance Sheets as of September 25, 1999 and
         December 31, 1998                                                    3

         Consolidated Statements of Operations for the Three
         and Nine Months Ended September 25, 1999 and September 30, 1998      4

         Consolidated Statements of Cash Flows for the Nine
         Months Ended September 25, 1999 and September 30, 1998               5

         Notes to Consolidated Financial Statements                           6


Item 2   Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                               15

Item 3   Quantitative and Qualitative Disclosures About Market Risk          21

PART II. OTHER INFORMATION

Item 2   Changes in Securities and Use of Proceeds                           22

Item 6   Exhibits and Reports on Form 8-K                                    22

         Signatures                                                          23

                                       2
<PAGE>

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

                          SIGHT RESOURCE CORPORATION
                          Consolidated Balance Sheets
                (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                                  September 25       December 31,
                                                                                      1999               1998
                                                                                --------------     --------------
                                                                                  (unaudited)
<S>                                                                             <C>                <C>
Assets
Current assets:
   Cash and cash equivalents                                                    $          774     $        1,860
   Accounts receivable, net of allowance
     of $1,750 and $748, respectively                                                    3,995              2,658
   Inventories                                                                           6,815              4,584
   Prepaid expenses and other current assets                                               559                377
                                                                                --------------     --------------
      Total current assets                                                              12,143              9,479
                                                                                --------------     --------------

Property and equipment                                                                  14,337             13,217
Less accumulated depreciation                                                           (8,541)            (7,077)
                                                                                --------------     --------------
      Net property and equipment                                                         5,796              6,140
                                                                                --------------     --------------

Other assets:
   Intangible assets, net                                                               23,741             15,337
   Other assets                                                                            918              1,189
                                                                                --------------     --------------
     Total other assets                                                                 24,659             16,526
                                                                                --------------     --------------
                                                                                $       42,598     $       32,145
                                                                                ==============     ==============

Liabilities & Stockholders' Equity
Current liabilities:
   Revolver notes payable                                                       $          986     $          ---
   Current portion of long term debt                                                     1,585                146
   Current portion of capital leases                                                        37                 34
   Accounts payable                                                                      3,426              2,870
   Accrued expenses                                                                      2,520              3,253
                                                                                --------------     --------------
      Total current liabilities                                                          8,554              6,303
                                                                                --------------     --------------

Non-current liabilities:
  Long term debt, less current  maturities                                               7,151                184
  Capital leases                                                                             9                 13
  Other liabilities                                                                         34                151
                                                                                --------------     --------------
     Total non-current liabilities                                                       7,194                348
                                                                                --------------     --------------

Series B redeemable convertible preferred stock
      1,452,119 shares issued                                                            6,535              6,535

Stockholders' equity:
   Preferred Stock, $.01 par value.  Authorized 5,000,000
     shares; no shares of Series A issued and outstanding                                  ---                ---
   Common Stock, $.01 par value.  Authorized 20,000,000
     shares; issued 9,225,952 at September 25, 1999
     and 8,936,330 at  December 31, 1998                                                    93                 90
   Additional paid-in capital                                                           38,153             36,847
   Common stock issuable, 71,181 shares at December 31, 1998                               ---                432
   Treasury stock at cost, 30,600 shares at September 25,
      1999 and December 31, 1998                                                          (137)              (137)
   Unearned compensation                                                                    (7)               (22)
   Accumulated deficit                                                                 (17,787)           (18,251)
                                                                                --------------     --------------
      Total stockholders' equity                                                        20,315             18,959
                                                                                --------------     --------------
                                                                                $       42,598     $       32,145
                                                                                ==============     ==============
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

                          SIGHT RESOURCE CORPORATION
                     Consolidated Statements of Operations
                (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                            Three Months Ended                        Nine Months Ended
                                                 --------------------------------------      -------------------------------------
                                                   September 25,         September 30,         September 25,       September 30,
                                                       1999                  1998                  1999                 1998
                                                 --------------------------------------      -------------------------------------
                                                                (Unaudited)                               (Unaudited)
<S>                                              <C>                   <C>                   <C>                   <C>
Net revenue                                      $         18,160      $         14,299      $          51,506     $        42,377

Cost of revenue                                             5,871                 4,877                 16,711              14,700
                                                 ----------------      ----------------      -----------------     ---------------

  Gross profit                                             12,289                 9,422                 34,795              27,677

Selling, general and administrative expenses               12,136                 9,265                 33,630              27,471
                                                 ----------------      ----------------      -----------------     ---------------

Income from operations                                        153                   157                  1,165                 206
                                                 ----------------      ----------------      -----------------     ---------------

Other income (expense)
  Interest income                                              16                    34                     77                 162
  Interest expense                                           (203)                  (45)                  (447)               (141)
  Gain on sale of assets                                       58                   ---                     58                  69
  Write off of deferred financing costs                       ---                   ---                   (323)                ---
                                                 ----------------      ----------------      -----------------     ---------------
    Total other income (expense)                             (129)                  (11)                  (635)                 90
                                                 ----------------      ----------------      -----------------     ---------------

    Income before income tax expense                           24                   146                    530                 296

Income tax expense                                             21                     3                     66                  63
                                                 ----------------      ----------------      -----------------     ---------------

Net income                                       $              3      $            143      $             464     $           233
                                                 ================      ================      =================     ===============

Net earnings per common share:
    Basic                                        $           0.00      $           0.02      $            0.05     $          0.03
                                                 ================      ================      =================     ===============
    Diluted                                      $           0.00      $           0.01      $            0.04     $          0.02
                                                 ================      ================      =================     ===============

Weighted average number of common shares
outstanding used to compute net earnings per
common share:
    Basic                                               9,224,008             8,890,000              9,166,081           8,853,000
                                                 ================      ================      =================     ===============
    Diluted                                            10,799,716            10,380,000             10,703,908          10,352,000
                                                 ================      ================      =================     ===============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                          SIGHT RESOURCE CORPORATION
                     Consolidated Statements of Cash Flows
                                (In thousands)
<TABLE>
<CAPTION>
                                                                                    Nine Months Ended
                                                                           September 25,          September 30,
                                                                               1999                    1998
                                                                          --------------------------------------
                                                                                        (unaudited)
<S>                                                                       <C>                     <C>
Operating activities:
   Net income                                                             $           464         $          233
   Adjustments to reconcile net income to net cash
         used in operating activities:
      Depreciation and amortization                                                 2,688                  1,952
      Amortization and write off of deferred                                          347                     --
       financing costs
      Amortization of unearned compensation                                            15                     --
      Adjustments to goodwill                                                         111                     --
      Gain on sale of assets                                                          (58)                   (69)
      Changes in operating assets and liabilities:
         Accounts receivable                                                           25                 (1,408)
         Inventories                                                               (1,103)                   270
         Prepaid expenses and other current assets                                   (149)                   176
         Accounts payable and accrued expenses                                     (2,866)                (1,350)
                                                                          ---------------         --------------
             Net cash used in operating activities                                   (526)                  (196)
                                                                          ---------------         --------------

Investing activities:
   Purchases of property and equipment                                               (855)                (1,183)
   Net payments for acquisitions                                                   (6,419)                (2,351)
   Proceeds from sale of assets                                                       ---                    112
   Other assets                                                                       370                     48
                                                                          ---------------         --------------
         Net cash used in investing activities                                     (6,904)                (3,374)
                                                                          ---------------         --------------

Financing activities:
   Principal payments                                                              (2,770)                (1,058)
   Proceeds from notes                                                              9,234                    ---
   Proceeds from issuance of stock                                                      2                    127
   Other liabilities                                                                 (122)                    (7)
                                                                          ---------------         --------------
            Net cash provided by (used in) financing activities                     6,344                   (936)
                                                                          ---------------         --------------

Net decrease in cash and cash equivalents                                          (1,086)                (4,506)

Cash and cash equivalents, beginning of period                                      1,860                  6,076
                                                                          ---------------         --------------

Cash and cash equivalents, end of period                                  $           774         $        1,570
                                                                          ===============         ==============

Supplemental cash flow information:
    Interest paid                                                         $           351         $          162
    Income taxes paid                                                                 102                     42
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                          Sight Resource Corporation
                  Notes to Consolidated Financial Statements
                (In thousands, except share and per share data)

(1) The Company
    (a)  Nature of Business
         Sight Resource Corporation (the "Company") manufactures, distributes
         and sells eyewear and related products and services.

    (b)  Acquisitions
         Effective April 1, 1998, the Company acquired one hundred percent of
         the outstanding shares of stock of Eye Glass Emporium, Inc. ("Eyeglass
         Emporium"). The purchase price paid in connection with this acquisition
         was $2,309 in cash, $350 in notes payable in twelve equal quarterly
         installments commencing June 30, 1998, and 87,940 shares of common
         stock. Eyeglass Emporium operated nine eye care centers in Indiana. The
         acquisition was accounted for using the purchase method of accounting.

         Effective January 1, 1999, the Company acquired one hundred percent of
         the outstanding shares of stock of Shawnee Optical, Inc. ("Shawnee").
         The purchase price paid in connection with this acquisition was $1,750
         in cash, $300 in notes payable over three years and 70,000 shares of
         common stock. Shawnee operated nine eye care centers in Pennsylvania
         and Ohio. The acquisition was accounted for using the purchase method
         of accounting. In connection with the acquisition, the Company recorded
         purchase accounting adjustments to increase liabilities and establish
         reserves for the closing of facilities and related restructuring costs,
         including lease commitments and severance costs. The Company
         preliminarily recorded $450 in acquisition reserves, of which the
         Company provided a reserve of $400 for the potential closing of two
         stores and one laboratory, and a reserve of $50 for costs to sever
         administrative, store and laboratory personnel. During the second
         quarter, the Company further revised its plan and determined that no
         stores or laboratories would be closed. The $440 revision adjusted the
         acquisition reserves allocated to goodwill. At September 25, 1999, no
         amounts have been charged against the acquisition reserves. Thus, the
         preliminary acquisition reserves at September 25, 1999 are $10 relating
         to a reserve for potential costs to sever administrative personnel. The
         Company will finalize its plan by December 26, 1999.

         Effective April 1, 1999, the Company acquired one hundred percent of
         the outstanding shares of stock of Kent Optical, Inc. and its
         associated companies (collectively "Kent"). The purchase price paid in
         connection with this acquisition was $5,209 in cash, $1,000 in notes
         payable over three years and 160,000 shares of common stock. Kent
         operated 28 eye care centers in Michigan. The acquisition was accounted
         for using the purchase method of accounting. In connection with the
         acquisition, the Company recorded purchase accounting adjustments to
         increase liabilities and establish reserves for the closing of
         facilities and related restructuring costs, including lease commitments
         and severance costs. Total preliminary acquisition reserves at
         September 25, 1999 are $115, of which the Company provided a reserve of
         $85 for the potential costs to sever administrative or store personnel
         and $30 for the potential closing of two stores. At September 25, 1999,
         no amounts have been charged against the acquisition reserves. The
         Company intends to finalize its plan by March 25, 2000.

                                       6
<PAGE>

                          Sight Resource Corporation
                  Notes to Consolidated Financial Statements
                (In thousands, except share and per share data)

         Any further revisions to the plan will adjust the acquisition reserves
         allocated to goodwill.

(2) Summary of Significant Accounting Policies
    (a)  Basis of Presentation
         The accompanying consolidated financial statements have been prepared
         by the Company without audit, pursuant to the rules and regulations of
         the Securities and Exchange Commission. In the opinion of the Company,
         these consolidated financial statements contain all adjustments
         (consisting of only normal, recurring adjustments) necessary to present
         fairly the financial position of Sight Resource Corporation as of
         September 25, 1999 and the results of its operations and cash flows for
         the three and nine months ended September 25, 1999 and September 30,
         1998.

         The Company's fiscal year ends on the last Saturday in December. Each
         quarter represents a 13 week period, except during a 53-week year.
         Fiscal years 1999 and 1998 are 52 weeks. Prior to 1999, for
         convenience, the Company reported the quarter and year ending dates as
         the month end date. Beginning with the first quarter of 1999 and
         henceforth, the Company has and will continue to report the fiscal
         period end date, not the month end date.

         The accompanying consolidated financial statements and related notes
         should be read in conjunction with the audited consolidated financial
         statements which are contained in the Company's Annual Report on Form
         10-K for the year ended December 31, 1998.

    (b)  Principles of Consolidation
         The Company's results of operations include the accounts of the
         Company, its wholly-owned subsidiaries and three professional
         corporations ("PCs") in which the Company's subsidiaries assume the
         financial risks and rewards of such entities. The Company has no direct
         equity ownership in the PCs since the outstanding voting capital stock
         of each of the PCs is 100% owned by a licensed optometrist (the
         "nominee shareholder") who has, in turn, executed a Stock Restrictions
         and Pledge Agreement (a "Pledge Agreement") in favor of a subsidiary of
         the Company. Each Pledge Agreement contains provisions that provide the
         Company with the ability at all times to cause a change in the nominee
         shareholder and for an unlimited number of times, at nominal cost.
         Under the Pledge Agreement, the purchase price for a sale of the stock
         of each PC is equal to the aggregate book value of such PC, which will
         always be a nominal cost because each PC operates at an almost break-
         even level generating a nominal profit, if any at all. All significant
         intercompany balances and transactions have been eliminated.

         In preparation of these consolidated financial statements in conformity
         with generally accepted accounting principles, management of the
         Company has made estimates and assumptions that affect the reported
         amounts of assets and liabilities, such as accounts receivable,
         inventory, impairment of property and equipment, and intangibles.
         Actual results could differ from those estimates.

                                       7
<PAGE>

                          Sight Resource Corporation
                  Notes to Consolidated Financial Statements
                (In thousands, except share and per share data)

    (c)  Statement of Cash Flows
         Cash and cash equivalents consist of cash in banks and short-term
         investments with original maturities of three months or less.

    (d)  Financial Instruments
         The carrying amount of cash and cash equivalents, accounts receivable,
         accounts payable and accrued expenses approximate fair value because of
         the short maturity of these items. The carrying amount of other long-
         term maturities approximates fair value. The carrying amount of the
         Company's revolving line of credit approximates fair value because the
         borrowing rate changes with market interest rates.

    (e)  Revenue Recognition
         Revenue and the related costs from the sale of eyewear are recognized
         at the time an order is complete. Revenue from eye care services is
         recognized when the service is performed. The Company has fee for
         service arrangements with most of its third party payers. Revenue is
         reported net of contractual allowances.

         Under revenue sharing arrangements for refractive surgery where the
         Company is not responsible for patient billing, the Company receives a
         specified payment from the hospital or center for each refractive
         surgical procedure performed. Accordingly, the Company recognizes
         revenue on a per procedure basis at the time procedures are performed.
         Under revenue sharing arrangements for refractive surgery where the
         Company is responsible for the collection from the patient and payment
         to the ophthalmologist and other operating costs, the total patient
         charge is recorded as revenue with the corresponding expenses recorded
         in cost of revenue.

    (f)  Inventories
         Inventories primarily consist of the costs of eyeglass frames, contact
         lenses, ophthalmic lenses, sunglasses and other optical products and
         are valued at the lower of cost (using the first-in, first-out method)
         or market.

    (g)  Property and Equipment
         Property and equipment is stated at cost. The Company provides for
         depreciation at the time the property and equipment is placed in
         service. The straight-line method is used over the estimated useful
         life of the assets. The Company assesses the recoverability of the
         undepreciated property and equipment when factors indicate that
         impairment may have occurred by comparing anticipated profits and
         future, undiscounted cash flows to net book value. In performing this
         analysis, management considers such factors as current results, trends,
         and future prospects, in addition to other economic factors.

    (h)  Advertising
         Advertising costs are expensed as incurred.

                                       8
<PAGE>

                          Sight Resource Corporation
                  Notes to Consolidated Financial Statements
                (In thousands, except share and per share data)

    (i)  Intangible Assets
         Intangible assets resulting from the acquisition of businesses consist
         of patient lists, trademarks, non-compete agreements, work force in
         place and the excess cost of the acquisition over the fair value of the
         net assets acquired (goodwill). Certain values assigned are based upon
         independent appraisals and are amortized on a straight-line basis over
         a period of 5 to 25 years. The Company assesses the recoverability of
         unamortized intangible assets on an ongoing basis by comparing
         anticipated operating profits and future, undiscounted cash flows to
         net book value. If anticipated operating profits and future,
         undiscounted cash flows are less than the net book value, then an
         impairment charge is recorded to reduce the carrying value of the
         assets to fair value. In performing this analysis, management considers
         such factors as current results, trends, and future prospects, in
         addition to other economic factors.

    (j)  Income Taxes
         The Company follows the asset and liability method of accounting for
         income taxes and records deferred tax assets and liabilities based on
         temporary differences between the tax bases of assets and liabilities
         and their carrying amounts for financial statement purposes.

    (k)  Deferred Revenue
         The Company offers a contact lens purchasing program in which, for a
         set fee, customers may purchase contact lenses at discounted rates for
         a 12 month period. The Company recognizes revenue from the sales of its
         contact lens purchasing program on a monthly basis over the life of the
         program. Company recognizes revenue from the sales of its contact lens
         purchasing program on a monthly basis over the life of the program.

    (l)  Net Earnings Per Share
         Earnings per share are computed based on Statement of Financial
         Accounting Standards No. 128 "Earnings per Share" ("SFAS 128"). SFAS
         128 requires presentation of basic earnings per share ("Basic EPS") and
         diluted earnings per share ("Diluted EPS") by all entities that have
         publicly traded common stock or potential common stock (options,
         warrants, convertible securities or contingent stock arrangements).
         Basic EPS is computed by dividing income available to common
         stockholders by the weighted average number of common shares
         outstanding during the period. The computation of Diluted EPS does not
         assume conversion, exercise or contingent exercise of securities that
         would have an antidilutive effect on earnings.

                                       9
<PAGE>

                          Sight Resource Corporation
                  Notes to Consolidated Financial Statements
                (In thousands, except share and per share data)

      The following table provides a reconciliation of the numerators and
      denominators of the computations of Basic EPS and Diluted EPS for the
      three months and nine months ended September 25, 1999 and  September 30,
      1998:

<TABLE>
<CAPTION>
                                                           Three Months Ended               Nine Months Ended
                                                      September 25,    September 30,    September 25,     September 30,
                                                           1999             1998            1999              1998
                                                           ----             ----            ----              ----
<S>                                                   <C>              <C>              <C>               <C>
Basic Income Per Share
Net income                                            $          3     $         143    $          464    $         233
                                                      ------------     -------------    --------------    -------------
Net income available to common shareholders           $          3     $         143    $          464    $         233
                                                      ============     =============    ==============    =============
Weighted average common shares outstanding               9,224,000         8,890,000         9,166,000        8,853,000
Net income per share                                  $       0.00     $        0.02    $         0.05    $        0.03
                                                      ============     =============    ==============    =============

Diluted Income Per Share
Net income                                            $          3     $         143    $          464    $         233
                                                      ------------     -------------    --------------    -------------
Net income available to common shareholders           $          3     $         143    $          464    $         233
                                                      ============     =============    ==============    =============
Weighted average common shares outstanding               9,224,000         8,890,000         9,166,000        8,853,000
Convertible preferred stock                              1,452,000         1,452,000         1,452,000        1,452,000
Options and warrants                                       124,000            38,000            88,000           47,000
                                                      ------------     -------------    --------------    -------------
Weighted average common shares outstanding and
   potential diluted shares                             10,800,000        10,380,000        10,704,000       10,352,000
                                                      ============     =============    ==============    =============
Net income per share                                  $       0.00     $        0.01    $         0.04    $        0.02
                                                      ============     =============    ==============    =============
</TABLE>

                                       10
<PAGE>

                Sight Resource Corporation
            Notes to Consolidated Financial Statements
          (In thousands, except share and per share data)


(3)  Debt

<TABLE>
<CAPTION>
                                                         September 25,        December 31,
                                                             1999                 1998
                                                      -----------------    ----------------
  <S>                                                   <C>                  <C>
  Short-term borrowings consist of the following:

  Bank revolver loan payable, variable interest rate
  (7.31% at 9/25/99), interest due monthly              $             975    $              0

  Bank line of credit note payable, 8.75% interest
  rate, principal and interest due monthly until
  November, 1999                                                       11                   0
                                                        -----------------    ----------------
                                                        $             986    $              0
                                                        =================    ================

  Long-term debt consists of the following:

  Bank term loan payable, variable interest rate
  (7.63% at 9/25/99), principal due monthly beginning
  October, 1999, and interest due monthly until April,
  2006                                                  $           7,000    $              0

  Unsecured notes payable, 7.5% interest rate,
  principal due annually and interest due quarterly
  until April, 2002                                                 1,000                   0

  Unsecured notes payable, 7.5% interest rate,
  principal due annually and interest due quarterly
  until January, 2002                                                 300                   0

  Unsecured notes payable, with interest rates of
  between 8 and 9%, principal and interest due
  monthly until June, 2010                                            217                  20

  Unsecured note payable, 7% interest rate, principal
  and interest due quarterly until March 31, 2001                     175                 263

  Unsecured note payable, 12% interest rate, principal
  and interest due monthly until January, 2001                         44                  67
                                                        -----------------    ----------------
                                                                    8,736                 330
  Less current maturities                                           1,585                 146
                                                        -----------------    ----------------
  Long term debt, less current maturities               $           7,151    $            184
                                                        =================    ================
</TABLE>

On April 22, 1999, as part of the acquisition of Kent, the Company issued three-
year notes to the sellers in the aggregate amount of $1,000. The annual interest
rate is 7.5%. Principal is due in three annual substantially equal installments
beginning April, 2000 and continuing

                                       11
<PAGE>

                          Sight Resource Corporation
                  Notes to Consolidated Financial Statements
                (In thousands, except share and per share data)

until April, 2002. Interest is due quarterly in arrears beginning July, 1999 and
continuing until April, 2002.

On April 15, 1999, the Company entered into a Credit Agreement (the "1999
Agreement") with a bank pursuant to which the Company can borrow $10,000 on an
acquisition line of credit, $7,000 on a term loan basis and $3,000 on a
revolving line of credit basis, subject to certain performance criteria and an
asset-related borrowing base for the revolver. The performance criteria include,
among others, financial condition covenants such as net worth requirements,
indebtedness to net worth ratios, debt service coverage ratios, funded debt
coverage ratios, and pretax profit, net profit and EBITDA requirements. The
acquisition line facility bears interest at either the bank's prime rate, or
LIBOR plus 2.25%, or at a comparable interest swap rate at the Company's
election.

The term loan facility bears interest at LIBOR plus 2.25% or at a comparable
interest swap rate at the Company's election. The revolving credit facility
bears interest at the bank's prime rate or LIBOR plus 2.0% at the Company's
election. Amounts borrowed under the 1999 Agreement will be used to finance
future acquisitions, retire existing bank debt, provide ongoing working capital
and/or for other general corporate purposes. As of September 25, 1999, $7,000
was borrowed on the term loan and $975 was borrowed on the revolving credit
facility.

On January 22, 1999, as part of the acquisition of Shawnee, the Company issued
three-year notes to the sellers in the aggregate amount of $300. The annual
interest rate is 7.5%. Principal is due in three annual substantially equal
installments beginning January, 2000 and continuing until January, 2002.
Interest is due quarterly in arrears beginning March, 1999 and continuing until
January, 2002.

On April 8, 1998, as part of the acquisition of Eyeglass Emporium, the Company
issued a three-year $350 note to the seller. The annual interest rate is 7.0%.
Principal and interest are due quarterly in arrears from June 30, 1998 through
March 31, 2001.

In January 1996, one of the Company's subsidiaries entered into a five-year,
$140 construction note payable relating to one of its mall locations. The annual
interest rate is 12%. Principal and interest payments are due monthly until
January 2001.

In 1995 and 1996, as part of acquisitions made, one of the Company's
subsidiaries issued a note bearing interest at 8% and two non-interest bearing
notes to the sellers. For financial reporting purposes, interest of 9% has been
imputed on the non-interest bearing notes. The interest bearing note with a
value at September 25, 1999 of $43 will be due in August, 2006. The other non-
interest bearing notes have principal and interest payments due monthly until
June, 2010.

One of the Company's subsidiaries has a bank line of credit secured by accounts
receivable, inventory and equipment. As of September 25, 1999, $11 was borrowed
under this facility.

                                       12
<PAGE>


                           Sight Resource Corporation
                   Notes to Consolidated Financial Statements
                 (In thousands, except share and per share data)

No additional borrowings will be made on this credit facility. Principal
payments of approximately $6 and interest at 8.75% annually are due monthly
until November, 1999.


(4) Segment Reporting

The following tables present certain operating segment information.

For the three months ended September 25, 1999 and September 30, 1998:


<TABLE>
<CAPTION>
                                 Eye Care                  Laser Vision                                           Consolidated
                                 Centers                    Correction                 All Others                    Totals
                            1999          1998          1999          1998         1999          1998          1999          1998
                          --------      --------      --------      --------     --------      --------      --------      --------
<S>                       <C>           <C>           <C>           <C>          <C>           <C>           <C>           <C>
Revenues:
   External Customers     $ 17,619      $ 13,713      $    541      $    586     $      0      $      0      $ 18,160      $ 14,299

Interest:
   Interest income               0             0             0             0           16            34            16            34
   Interest expense             (9)          (30)           (2)            0         (192)          (15)         (203)          (45)
                          --------      --------      --------      --------     --------      --------      --------      --------
       Net interest
       income/(expense)         (9)          (30)           (2)            0         (173)           19          (187)          (11)

Depreciation and
Amortization                   865           669            29            36           39            12           933           717

Income/(loss) from
operations                   1,236           564           173           139       (1,256)         (546)          153           157

Identifiable assets         31,703        30,495           437           793       10,458         2,605        42,598        33,893

Capital expenditures           404           433             0           109           50            38           454           580
</TABLE>



For the nine months ended September 25, 1999 and September 30, 1998:


<TABLE>
<CAPTION>
                                 Eye Care                  Laser Vision                                           Consolidated
                                 Centers                    Correction                 All Others                    Totals
                            1999          1998          1999          1998         1999          1998          1999          1998
                          --------      --------      --------      --------     --------      --------      --------      --------
<S>                       <C>           <C>           <C>           <C>          <C>           <C>           <C>           <C>
Revenues:
   External Customers     $ 49,646      $ 41,028      $  1,860      $  1,349     $      0      $      0      $ 51,506      $ 42,377

Interest:
   Interest income               0             0             0             0           77           162            77           162
   Interest expense            (41)          (80)           (5)            0         (401)          (61)         (447)         (141)
                          --------      --------      --------      --------     --------      --------      --------      --------
       Net interest
       income/(expense)        (41)          (80)           (5)            0         (324)          101          (370)           21

Depreciation and
Amortization                 2,480         1,846            97            75          111            31         2,688         1,952

Income/(loss) from
operations                   3,861         1,808           690           170       (3,386)       (1,772)        1,165           206

Identifiable assets         31,703        30,495           437           793       10,458         2,605        42,598        33,893

Capital expenditures           743           907             0           238          112            38           855         1,183
</TABLE>


                                      13
<PAGE>

                          Sight Resource Corporation
                  Notes to Consolidated Financial Statements
                (In thousands, except share and per share data)

Each operating segment is individually managed and has separate financial
results that are reviewed by the Company's chief operating decision-makers. Each
segment contains closely related products that are unique to the particular
segment.

The principal products of the Company's eye care centers are eyeglasses, frames,
ophthalmic lenses and contact lenses. The Company also operates two laser vision
correction centers.

Income from operations is net sales less cost of sales and selling, general and
administrative expenses, but is not affected by nonoperating charges/income or
by income taxes. Nonoperating charges/income consists principally of net
interest expense.

In calculating income from operations for individual operating segments, certain
administrative expenses incurred at the operating level that are common to more
than one segment are not allocated on a net sales basis.

All intercompany transactions have been eliminated, and intersegment revenues
are not significant.

                                       14
<PAGE>

Item 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995 Statements contained in this document which are not historical fact are
forward-looking statements based upon management's current expectations that are
subject to risks and uncertainties that could cause actual results to differ
materially from those set forth in or implied by forward-looking statements.
These risks are described in the Company's Form 10-K for the fiscal year ended
December 31, 1998 filed with the Securities and Exchange Commission.

Overview

Sight Resource Corporation (the "Company") manufactures, distributes and sells
eyewear and related products and services. As of September 25, 1999, the
Company's operations consisted of 131 eye care centers, with four regional
optical laboratories and distribution centers, making the Company one of the
fifteen largest providers in the United States' primary eye care industry based
upon sales. The Company's eye care centers operate primarily under the brand
names Cambridge Eye Doctors, E.B. Brown Opticians, Eyeglass Emporium, Kent
Optical, Shawnee Optical, Vision Plaza, and Vision World. The Company also
provides, or where necessary to comply with applicable law administers the
business functions of optometrists, ophthalmologists and professional
corporations that provide, vision related professional services. In addition, as
of September 25, 1999 the Company operated one laser vision correction ("LVC")
center.

The Company operates four regional optical laboratories and distribution
centers. The regional optical laboratories provide complete laboratory services
to the Company's eye care centers, including polishing, cutting and edging,
tempering, tinting and coating of ophthalmic lenses. The distribution centers
provide and maintain an inventory of all accessories and supplies necessary to
operate the primary eye care centers in their regions, as well as "ready made"
eye care products, including contact lenses and related supplies. The inventory
of eyeglass lenses, frames, contact lenses, accessories and supplies is acquired
through a number of sources, domestic and foreign. Management believes that the
regional optical laboratories and distribution centers have the capacity to
accommodate additional multi-site eye care centers.


Results of Operations

Three Months and Nine Months Ended September 25, 1999 and September 30, 1998

Net Revenue. During the three months ended September 25, 1999, the Company
generated net revenue of approximately $17.6 million and $0.5 million from the
operation of its 131 eye care and two LVC centers, respectively, as compared to
net revenue of approximately $13.7 million and $0.6 million from its 93 eye care
and three LVC centers, respectively, for the three months ended September 30,
1998.

                                       15
<PAGE>

Net revenues for the first nine months of fiscal 1999 were $49.6 million and
$1.9 million from the operations of its eye care centers and LVC centers,
respectively, as compared to the net revenue of $41.0 million and $1.3 million
from its eye care centers and LVC centers for the comparable period of fiscal
1998.  The $3.9 million or 27.0% increase in total net revenue for the three
months ended September 25, 1999 relates primarily to the additional 38 eye care
centers acquired since January, 1999.  The $9.1 million or 21.5% increase in
total net revenue for the first nine months of fiscal 1999 relates primarily to
the additional 38 eye care centers acquired since January 1999 and to the nine
eye care centers acquired effective April 1, 1998.

Cost of Revenue.  Cost of revenue increased from approximately $4.6 million and
$0.3 million from the operation of the 93 eye care and three LVC centers,
respectively, for the three months ended September 30, 1998 to approximately
$5.6 million and $0.3 million from the operation of the 131 eye care and two LVC
centers, respectively, for the three months ended September 25, 1999.  Total
cost of revenue as a percentage of net revenue decreased from 34.1% for the
three months ended September 30, 1998 to 32.3% for the three months ended
September 25, 1999.  Cost of revenue increased from $13.9 million and $0.8
million from operations of the eye care centers and LVC centers for the first
nine months of 1998 to $15.7 million and $1.0 million for the first nine months
of 1999. Cost of revenue as a percentage of net revenue decreased from 34.7% for
the nine months ended September 30, 1998, to 32.4% for the nine months ended
September 25, 1999.  The improvement as a percentage of net revenue primarily
reflects the realization of purchase economies, less sales price discounting,
and, to a lesser extent, some small retail price increases.  Cost of revenue
principally consisted of (i) the cost of manufacturing, purchasing and
distributing optical products to customers of the Company and (ii) the cost of
delivering LVC services, including depreciation and maintenance on excimer
lasers.

Selling, General and Administrative Expenses.  Selling, general and
administrative expenses increased to approximately $12.1 million and $33.6
million for the three months and nine months ended September 25, 1999 from
approximately $9.3 million and $27.5 million for the three and nine months ended
September 30, 1998.  The increase primarily relates to payroll and facility
costs incurred in operating additional eye care centers in the first three
quarters of fiscal 1999 as compared to the same periods in fiscal 1998.
Selling, general and administrative expense, as a percentage of net revenue,
increased from 64.8% for the three months ended September 25, 1999, to 66.8% for
the comparable period in 1998, and  from 64.8% for the nine months ended
September 25, 1999, to 65.3% for the comparable period in 1998.

Other Income and Expense.  Interest income decreased from $16,000 and $77,000
for the three and nine months ended September 25, 1999, respectively,  to
$34,000 and $162,000 for the three and nine months ended September 30, 1998,
respectively.  This decrease resulted from the investment of a lower average
cash and cash equivalents balance during the first three quarters of 1999 as
compared to the same period in 1998.  Interest expense increased to $203,000 and
$447,000 for the three and nine months ended September 25, 1999, respectively,
from $45,000  and $141,000 for the three and nine months ended September 30,
1998, respectively.  The increase is primarily associated with a higher average
balance of debt outstanding during the first three quarters of 1999 as compared
to the same periods in 1998. The sale of certain ophthalmic equipment during the
nine months ended September 30, 1998 generated a gain of approximately $69,000.
Disposals of

                                       16
<PAGE>

equipment during the three and nine months ended September 25, 1999, generated a
gain of approximately $58,000.

Income Taxes. The effective tax rate includes the utilization of net operating
loss carry forwards and the amounts for state income taxes.  The effective tax
rate for the three quarters ended September 25, 1999 was lower than the
effective rate for the same period in 1998 due to a lower effective state tax
rate.

Net Income.  The Company realized net income of $3,000 or $0.00 per share on a
basic and diluted basis for the three months ended September 25, 1999, as
compared to net income of $143,000 or $0.02 per share on a basic basis and
$0.01 per share on a diluted basis for the comparable period last year.  The
Company realized net income of $464,000 or $0.05 per share basic and $0.04 per
share diluted for the nine months ended September, 1999, as compared to net
income of $233,000 or $0.03 per share on a basic basis and $0.02 per share  on a
diluted basis for the comparable period last year.

Liquidity and Capital Resources

At September 25, 1999, the Company had approximately $0.8 million in cash and
cash equivalents and working capital of approximately $3.6 million, in
comparison to approximately $1.9 million in cash and cash equivalents and
working capital of approximately $3.2 million as of December 31, 1998.  As
compared to December 31, 1998, current assets have increased by $2.7 million and
current liabilities have increased by $2.3 million.  The overall increase in
working capital is primarily due to the net effect of the purchases of the nine
Shawnee Optical eye care centers effective January 1, 1999, and the 28 Kent
Optical eye care centers effective April 1, 1999.

Effective April 1, 1998, the Company acquired one hundred percent of the
outstanding shares of stock of Eye Glass Emporium, Inc. ("Eyeglass Emporium").
The purchase price paid in connection with this acquisition was $2.3 million in
cash, $0.4 million in notes payable in twelve equal quarterly installments
commencing June 30, 1998, and 87,940 shares of common stock.  Eyeglass Emporium
operated nine eye care centers in Indiana.  The acquisition was accounted for
using the purchase method of accounting.

Effective January 1, 1999, the Company acquired one hundred percent of the
outstanding shares of stock of Shawnee Optical, Inc. ("Shawnee"). The purchase
price paid in connection with this acquisition was $1.8 million in cash, $0.3
million in notes payable over three years and 70,000 shares of common stock.
Shawnee operated nine eye care centers in Pennsylvania and Ohio.  The
acquisition was accounted for using the purchase method of accounting.

Effective April 1, 1999, the Company acquired one hundred percent of the
outstanding shares of stock of Kent Optical Company and its affiliates ("Kent
Optical").  The purchase price of this acquisition was $5.2 million in cash,
$1.0 million in notes payable in annual substantially equal installments
commencing April, 2000 and continuing until April, 2002, and 160,000 shares of
common stock.  Kent Optical operated 28 eye care centers in central and
southwest Michigan.  The acquisition was accounted for using the purchase method
of accounting.

                                       17
<PAGE>

As of September 25, 1999, the Company had securities outstanding which provide
it with potential sources of financing as outlined below:

<TABLE>
<CAPTION>
Securities                                                     Securities        Potential
                                                              Outstanding         Proceeds
------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>
Class II Warrants                                                 290,424        2,032,968
Bank Austria AG (f/k/a Creditanstalt) Warrants                    150,000          694,000
Representative Warrants                                           170,000        1,400,000
                                                                              ------------
                                                                              $  4,126,968
                                                                              ============
</TABLE>

As of September 25, 1999, the Company also has outstanding 350,124 Class I
Warrants. The Class I Warrants entitle the holder to purchase an amount of
shares of the Company's common stock equal to an aggregate of up to 19.9% of the
shares of common stock purchasable under the Company's outstanding warrants and
options on the same terms and conditions of such outstanding existing warrants
and options. The holder of the Class I Warrants is obligated to exercise such
Class I Warrants at the same time the options and warrants of existing holders
are exercised, subject to certain limitations. The amount of proceeds from the
exercise of the Class I Warrants cannot be estimated at this time.

There can be no assurance that the Company will obtain any such potential
proceeds from the exercise of the above securities.

On February 20, 1997, the Company entered into a Credit Agreement (the "1997
Agreement") with a bank pursuant to which the Company could borrow up to $5.0
million on a term loan basis and up to $5.0 million on a revolving credit basis,
subject to certain performance criteria. As part of the 1997 Agreement, the
Company issued to the bank warrants to purchase 150,000 shares of the common
stock at a purchase price of $4.625 per share. The warrants expire December 31,
2003. As noted in the following paragraph, the Company has entered into a new
credit facility and retired the 1997 Agreement.

On April 15, 1999, the Company entered into a Credit Agreement (the "1999
Agreement") with a bank pursuant to which the Company can borrow $10.0 million
on an acquisition line of credit, $7.0 million on a term loan basis and $3.0
million on a revolving line of credit basis, subject to certain performance
criteria and a asset-related borrowing base for the revolver. The performance
criteria include, among others, financial condition covenants such as net worth
requirements, indebtedness to net worth ratios, debt service coverage ratios,
funded debt coverage ratios, and pretax profit, net profit and EBITDA
requirements.  The acquisition line facility bears interest at either the bank's
prime rate, or LIBOR plus 2.25%, or at a comparable interest swap rate at the
Company's election.  The term loan facility bears interest at LIBOR plus 2.25%
or at a comparable interest swap rate at the Company's election.  The revolving
credit facility bears interest at the bank's prime rate or LIBOR plus 2.0% at
the Company's election. Amounts borrowed under the 1999 Agreement will be used
to finance future acquisitions, retire existing bank debt, provide ongoing
working capital and/or for other general corporate purposes.  As of September
25, 1999, $7.0 million was borrowed on the term loan and $0.975 million was
borrowed on the revolving credit facility.

                                       18
<PAGE>

The Company has an acquisition strategy to acquire and integrate the assets of
multi-site eye care centers and the practices of eye care professionals and to
employ or enter into management services contracts with these professionals.
This strategy includes both expanding existing regional markets and entering new
regional markets. The Company will also target acquisitions in strategic markets
that will serve as platforms from which the Company can consolidate a given
service area by making and integrating additional "in-market" acquisitions. The
Company is currently evaluating potential acquisition candidates.

The Company anticipates that its working capital and sources of capital, such as
the existing credit facility, will be adequate to fund the Company's currently
proposed activities for at least the next twelve months.  The Company
anticipates using financing vehicles such as bank debt and other sources of
funding, such as additional equity offerings, to achieve its business plan,
including the acquisition of eye care centers.


Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting standards for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
"derivatives") and for hedging activities.  SFAS No. 133, which becomes
effective for the Company in its fiscal year ending December 30, 2000 is not
expected to have a material impact on the consolidated financial statements of
the Company.  In June 1999, the Financial Accounting Standards Board issued SFAS
No. 137 "Accounting for Derivative Instruments and Hedging Activities", which
amended the effective date of SFAS No. 133.  SFAS No. 137 is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000.


Year 2000 Issue

When used in this section, the words or phrases "plans to", "expects to",
"believes" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995.  Such statements are subject to certain risks and uncertainties,
including those discussed below, that could cause actual results to differ
materially from historical results and those presently anticipated or projected.
The Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.  The Company
will not undertake and specifically declines any obligation to publicly release
the result of any revisions which may be made to any forward-looking statements
to reflect events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events.

The "Year 2000" issue refers to the inability of certain computer systems, as
well as certain hardware and equipment containing embedded microprocessors with
date sensitive data, to recognize accurate dates commencing on or after January
1, 2000. This has the potential to affect the operation of these systems
adversely and materially. The Company has identified

                                       19
<PAGE>

four phases in its Year 2000 compliance efforts: discovery, assessment,
remediation and applicable testing and verification.

The Company has completed its assessment of critical internal systems, which
include customer service, customer order entry, lab operations, purchasing and
financial situations.  The Company has surveyed, by written questionnaire, its
principal vendors, customers and others on whom it relies to assure that their
systems will be Year 2000 compliant, and that they will be able to continue
their business with the Company without interruption.  The Company has received
written confirmation of Year 2000 compliance from vendors and suppliers of its
(i) point of sale system, (ii) general ledger software system, (iii) laser
vision correction equipment, (iv) laboratory finishing equipment, and (v)
corporate headquarters telecommunications systems.

The Company has completed the remediation phase of its critical internal systems
and has substantially completed the applicable testing and verification phase,
however no assurance can be given that any or all of the Company's systems are
or will be Year 2000 compliant. The Company has drafted a contingency plan in
the event normal operations are interrupted as a result of Year 2000 issues.
Certain precautionary measures are considered in the contingency plan, including
restricting vacation schedules in January, 2000, increasing inventory levels and
manually processing key financial documents and other operations.  Contingency
plan testing has been completed. Policy and procedure manuals will be
distributed during the fourth quarter.

The Company estimates costs to become Year 2000 compliant will be approximately
$75,000, however, no assurance can be given that the ultimate costs required to
address the Year 2000 issue will not exceed such amount.

The Company has converted all of its existing eye care centers to the new point
of sale system, which the Company has received written confirmation is Year 2000
compliant, except for the nine recently acquired Shawnee and 28 recently
acquired Kent locations.  The Company expects to convert the Shawnee and Kent
locations to a point-of-sale system during 2000, however, because Shawnee's and
Kent's order-entry system is currently manual, the Year 2000 issue will not
impact operations at these locations.

The Company believes that there are multiple sources of supply in the industry
and the failure of some vendors to remediate Year 2000 issues would not disrupt
the supply chain. The Company provides managed primary eye care benefits to more
than fifty organizations. Presently, the Company files electronically with one
of its largest third party providers. The Company manually files paper claims
with the other organizations. Where possible, the Company intends to file
electronically with these other companies. If Year 2000 issues do not permit
electronic filing, the Company believes that it can revert back to manually
processing paper claims.

The Company currently believes that its most reasonably likely worst case Year
2000 scenario would relate to problems with systems of third parties which could
create great risks with infrastructure, including water and sewer services,
electricity, transportation, telecommunications and critical supplies, or raw
materials and spare parts.  The Company's ability to eliminate or control these
potential third party problems is limited.  Therefore,

                                       20
<PAGE>

contingency plans are limited to ensuring that store operations, eye
examinations and optical laboratory operations can be performed manually, if
necessary.

No assurance can be given that the impact of any failure to achieve substantial
Year 2000 compliance will not have a material adverse effect on the Company's
financial condition.


Item 3.   Quantitative and Qualitative Disclosures About Market Risk

The Company has no significant fixed rate debt obligations or related interest
rate swap and cap agreements.

                                       21
<PAGE>

PART II.  OTHER INFORMATION

 Item 2.  Changes in Securities and Use of Proceeds

          (a) Not applicable.

          (b) Not applicable.

          (c) (1) Securities sold. On September 9, 1999 the Company issued a
                  total of 5,000 shares (the "Option Shares") of its Common
                  Stock, par value $0.01 per share.

              (2) Underwriters and other purchasers. No underwriters were
                  involved in the transaction listed above. The Company issued
                  the Option Shares pursuant to the exercise of a stock option
                  held by a former employee.

              (3) Consideration. The Option Shares were issued at an exercise
                  price of $0.43 per share for an aggregate exercise price of
                  $2,150.

              (4) Exemption from registration claimed. The Option Shares were
                  issued in reliance upon Section 4(2) of the Securities Act of
                  1933, as amended, because the above transaction did not
                  involve any public offering by the Company.

              (5) Terms of conversion or exercise. Not applicable. Use of
                  proceeds. Not applicable.

              (6) Use of proceeds. Not applicable.

          (d) Not applicable.


Item 6.   Exhibits and Reports on Form 8-K

          (a) Exhibits

              Exhibit
               No.            Title
               ---            -----
               27             Financial Data Schedule

          (b) Reports on Form 8-K.

              An amendment on Form 8-K/A was filed on July 6, 1999 to amend the
          Current Report on Form 8-K, dated April 15, 1999, to provide the
          audited financial statements and pro forma financial information
          required in connection with the acquisition by the Company of Kent
          Optical, Inc. and its affiliated companies.

              A second amendment on Form 8-K/A was filed on August 27, 1999 to
          further amend the Current Report on Form 8-K, dated April 15, 1999, to
          revise the audited financial statements and pro forma financial
          information previously provided in connection with the acquisition by
          the Company of Kent Optical, Inc. and its affiliated companies.

                                       22
<PAGE>

                                  SIGNATURES

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

                                    Sight Resource Corporation




Date:       November 8, 1999        By: /s/ William T. Sullivan
            ________________            __________________________
                                    William T. Sullivan
                                    President and Chief Executive Officer
                                    (principal executive officer)




Date:       November 8, 1999        By: /s/ James W. Norton
            ________________            __________________________
                                    James W. Norton
                                    Chief Financial Officer
                                    (principal financial officer)

                                       23