<PAGE>   1










                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                (Amendment No. 1)

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


    For Quarterly Period Ended MARCH 31, 1997 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.)


                             67 South Bedford Street
                              Burlington, Ma 01803
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 617-229-1100
--------------------------------------------------------------------------------
                           (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 April 28, 1997, 8,618,704  shares of common stock, par value $0.01 per share
were outstanding.

                                             TOTAL PAGES                   13
                                             EXHIBIT INDEX AT PAGE         12


                                       1


<PAGE>   2


                           SIGHT RESOURCE CORPORATION

                                      INDEX
<TABLE>
<CAPTION>

<S>                                                                        <C>

PART I. FINANCIAL INFORMATION                                              PAGE
                                                                           ----
   Item 1   Financial Statements

             Consolidated Balance Sheets as of March 31, 1997 and
             December 31, 1996                                                 3

             Consolidated Statements of Operations for the Three
             Months Ended March 31, 1997 and 1996                              4

             Consolidated Statements of Cash Flows for the Three
             Months Ended March 31, 1997 and 1996                              5

             Notes to Consolidated Financial Statements                        6


   Item 2   Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                       10

PART II. OTHER  INFORMATION

   Item 6   Exhibits and Reports on Form 8-K                                  13

            Signatures                                                        14

</TABLE>


                                       2




<PAGE>   3



PART I. FINANCIAL INFORMATION
Item 1. Financial Statements


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

                                                                             March 31,            December 31,
                                                                                1997                  1996
                                                                         -------------------  ------------------
<S>                                                                  <C>                               <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                         $8,252              $9,924
   Accounts receivable, net of allowance
     of $381 and $353, respectively                                                   1,875               1,405
   Inventories                                                                        2,395               2,489
   Prepaid expenses and other current assets                                            967                 286
   Assets held for sale                                                                 360                 458
                                                                         ------------------   -----------------
      Total current assets                                                           13,849              14,562
                                                                         ------------------   -----------------

Property and equipment                                                                6,470               6,030
Less accumulated depreciation                                                        (1,414)             (1,095)
                                                                         ------------------   -----------------
      Net property and equipment                                                      5,056               4,935
                                                                         ------------------   -----------------

Other assets:
   Intangible assets, net                                                            11,604              11,768
   Other assets                                                                         847                 165
                                                                         ------------------   -----------------
     Total other assets                                                              12,451              11,933
                                                                         ------------------   -----------------
                                                                                    $31,356             $31,430
                                                                         ==================   =================

LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
   Revolving note payable                                                            $1,475                $475
   Current portion of long term debt                                                  1,400                 800
   Accounts payable                                                                   1,384               1,843
   Accrued expenses                                                                   4,395               3,670
                                                                         ------------------   -----------------
      Total current liabilities                                                       8,654               6,788
                                                                         ------------------   -----------------

Non-current liabilities:
   Long term debt, less current maturities                                              ---               1,600
   Other liabilities                                                                    280                 276
                                                                         ------------------   -----------------
     Non-current liabilities                                                            280               1,876
                                                                         ------------------   -----------------

Stockholders' equity:
   Preferred Stock, $.01 par value.  Authorized 5,000,000
     shares; no shares issued and outstanding.                                          ---                 ---
   Common Stock, $.01 par value.  Authorized 20,000,000
     shares; issued 8,648,768 at March 31, 1997
     and December 31, 1996.                                                              86                  86
   Additional paid-in capital                                                        37,690              37,510
   Common stock issuable, 71,181 shares at March 31,
      1997 and December 31, 1996                                                        432                 432
   Treasury stock at cost
         (shares at March 31, 1997: 30,600)                                            (137)                ---
   Accumulated deficit                                                              (15,649)            (15,262)
                                                                         ------------------   -----------------
      Total stockholders' equity                                                     22,422              22,766
                                                                         ------------------   -----------------
                                                                                    $31,356             $31,430
                                                                         ==================   =================
</TABLE>

See accompanying notes to consolidated financial statements.
                                                                           
                                       3



<PAGE>   4


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

<TABLE>
<CAPTION>

                                                                       Three Months Ended
                                                                 March 31,              March 31,
                                                                    1997                  1996
                                                         ---------------------------------------------
<S>                                                      <C>                        <C>


Net revenue                                                         $10,440                   $5,660

Cost of revenue                                                       3,849                    2,262
                                                         ------------------         ----------------

   Gross profit                                                       6,591                    3,398

Selling, general and administrative expenses                          7,000                    4,082
                                                         ------------------         ----------------

Loss from operations                                                   (409)                    (684)
                                                         ------------------         ----------------
                                                                           
Other income (expense)
   Interest income                                                      102                       94
   Interest expense                                                     (80)                     (58)
                                                         ------------------         ----------------
     Total other income (expense)                                        22                       36
                                                         ------------------         ----------------

Net loss                                                              ($387)                   ($648)
                                                         ==================         ================



Net loss per common share                                            ($0.04)                  ($0.10)
                                                         ==================         ================

Weighted average number of common
  shares outstanding                                                  8,638                    6,347
                                                         ==================         ================

</TABLE>

See accompanying notes to consolidated financial statements.

                                       4




<PAGE>   5



                                     SIGHT RESOURCE CORPORATION
                               Consolidated Statements of Cash Flows
                                           (In thousands)

<TABLE>
<CAPTION>

                                                                       Three Months Ended
                                                              March 31, 1997        March 31, 1996
                                                            -------------------   -------------------
<S>                                                         <C>                    <C>

Operating activities:
   Net loss                                                             ($387)                ($648)
   Adjustments to reconcile net loss to net cash
         used in operating activities:
      Depreciation and amortization                                        483                   435
      Changes in operating assets and liabilities:
         Accounts receivable                                             (470)                 (378)
         Inventories                                                        94                 (114)
         Prepaid  expenses and other current assets                      (681)                 (373)
         Accounts payable and accrued expenses                             266                 (399)
                                                            -------------------   -------------------
             Net cash used in operating activities                       (695)               (1,477)
                                                            -------------------   -------------------

Investing activities:
   Purchases of property and equipment                                   (440)                 (229)
   Proceeds from sale of assets                                             98                   376
   Other assets                                                          (502)                  (37)
                                                            -------------------   -------------------
         Net cash provided by(used in) investing activities              (844)                   110
                                                            -------------------   -------------------

Financing activities:
   Principal payments on long term debt                                    ---                 (100)
  Other liabilities                                                          4                    10
  Net proceeds from exercise of  warrants                                  ---                     1
   Purchase of common stock for treasury                                 (137)                   ---
                                                            -------------------   -------------------
            Net cash used in  financing activities                       (133)                  (89)
                                                            -------------------   -------------------

Net (decrease) in cash and cash equivalents                            (1,672)               (1,456)

Cash and cash equivalents, beginning of period                           9,924                 8,035
                                                            -------------------   -------------------

Cash and cash equivalents, end of period                                $8,252                 6,579
                                                            ===================   ===================
Supplemental Disclosure:
   Interest paid                                                          $102                   $44
                                                            ===================   ===================
   Equity issued associated with
      credit agreement                                                    $180                   ---
                                                            ===================   ===================

</TABLE>


See accompanying notes to consolidated financial statements.

                                       5




<PAGE>   6




                           SIGHT RESOURCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)



(1)      THE COMPANY
     (a) Nature of Business
         The business of Sight Resource Corporation is to participate in the
         delivery of a complete range of eye care products and services through
         integrated networks of opticians, optometrists and ophthalmologists.

     (b) US Acquisitions
         During 1995, the Company acquired two primary eye care chains,
         effective January 1, 1995 and July 1, 1995, respectively. The aggregate
         purchase price paid in connection with the acquisitions consisted of
         (i) $2,660 in cash, (ii) 555,525 shares of common stock, (iii) the
         assumption of approximately $1,600 of net liabilities, and (iv) $660
         payable over a 3 year period and $250 payable over 18 months,
         contingent upon the occurrence of certain future events. The
         transactions were accounted for using the purchase method of
         accounting.

         Effective July 1, 1996, the Company purchased certain assets and
         assumed certain liabilities of The E.B. Brown Optical Company and Brown
         Optical Laboratories, Inc. as well as entered into a merger with E.B.
         Brown Opticians, Inc. (together "EB Brown") for approximately $4,000 in
         cash, 521,997 shares of common stock issued, 71,181 shares of common
         stock to be issued and $1,400 in notes payable over an eighteen month
         period. EB Brown operates forty-two eye care centers located throughout
         Ohio and western Pennsylvania which provide optometric and audiology
         goods and services to persons with vision and hearing disorders. The
         transaction was accounted for using the purchase method of accounting.

         The results of operations of the three acquisitions have been included
         in the consolidated financial statements from their respective dates of
         acquisition. The excess of the purchase price and expenses associated
         with each acquisition over the estimated fair value of the net assets
         acquired has been recorded as 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 March
         31, 1997 and the results of its operations and cash flows for the three
         months ended March 31, 1997 and 1996.

         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, 1996.

                                       6


<PAGE>   7



                           SIGHT RESOURCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


     (b) Principles of Consolidation
         The accompanying consolidated financial statements include the accounts
         of the Company, its wholly-owned subsidiaries and TWO PROFESSIONAL
         CORPORATIONS ("PCs") in which the Company's subsidiaries assume the
         financial risks and rewards of such PCs through a management contract
         AND A STOCK AGREEMENT. The Company has no direct equity ownership in
         the PCs. 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.

     (c) Revenue Recognition
         Revenue and the related costs from the sale of eyewear are recognized
         at the time an order is placed. THE COMPANY HAS FEE FOR SERVICE
         ARRANGEMENTS WITH ALL OF ITS THIRD PARTY PAYORS. Revenue is reported
         net of the 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.

     (d) 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.

     (e) 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.

                                       7



<PAGE>   8


                           SIGHT RESOURCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


     (f) Intangible Assets
         Intangible assets resulting from business acquisitions consist of
         customer lists, trademarks, non-compete agreements 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
         five to twenty-five 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. In performing this analysis, management considers such
         factors as current results, trends, and future prospects, in addition
         to other economic factors.

     (g) Deferred Revenue
         The Company offers a contact lens purchasing program in which, for a
         set fee, customers may purchase contacts 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.

     (h) Net Loss Per Share
         Net loss per share of common stock is based on the weighted average
         number of common shares outstanding. Common stock equivalents are not
         included in the calculation because they are antidilutive.

(3)      DEBT
         Debt is as follows:

<TABLE>
<CAPTION>

                                                                                    MARCH 31,   DECEMBER 31,
                                                                                        1997       1996
                                                                                      ------      ------
<S>                                                                                   <C>         <C>

           Bank term loan secured by all assets of one of the
           Company's subsidiaries                                                     $ --         $1,000

           Unsecured notes payable, 7% interest rate, $400 due on September 18,
           1997 and $1,000 due on March 18, 1998; due on demand if the Company's
           cash balance is less than 2,800                                              --          1,400
                                                                                      ------       ------
                                                                                       1,400        2,400

           Less current maturities                                                     1,400          800
                                                                                      ------       ------
           Long term debt, less current maturities                                    $    0       $1,600
                                                                                      ======       ======
</TABLE>

         At December 31, 1996, the Company had available a revolving credit
         facility in the amount of $500 based on eligible accounts receivable
         and inventory balances. As of December 31, 1996, $25 was unused.


                                       8



<PAGE>   9


                           SIGHT RESOURCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


(3)      DEBT-(CONTINUED)
         On February 20, 1997, the Company entered into a Credit Agreement (the
         "Agreement") with a bank pursuant to which the Company can borrow
         $5,000 on a term loan basis and $5,000 on a revolving credit basis,
         subject to certain performance criteria. These loans are secured by all
         assets of the Company and its wholly owned subsidiaries. As of March
         31, 1997, the entire term loan was unused and $1,475 is outstanding on
         the revolving note. The revolving note bears interest at the bank's
         prime rate plus 1.25% (9.75% at March 31, 1997). As part of the
         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. The warrants were accounted for as
         additional paid in capital based upon the fair value of the securities.
         Fair market value was determined by using the relationship of the
         interest rate charged with the warrants versus the rate to be charged
         without the warrants. This value approximated that obtained using the
         black scholes method.



                                       9



<PAGE>   10


PART I:
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 10K for the fiscal year ended
December 31, 1996 filed with the Securities and Exchange Commission.

OVERVIEW

The Company is in business to manufacture, distribute and sell eyewear and
related products and services and, as necessary, to administer the business
functions of providing vision related medical services. The Company provides a
complete range of eye care products and services through integrated networks of
opticians, optometrists and ophthalmologists. The Company's services are
provided primarily to persons with common vision disorders, as well as to
persons with sight-threatening conditions. The Company's operations currently
consist of 72 eye care centers, a centralized optical laboratory and
distribution center, two management service organizations ("MSOs") and ten laser
vision correction ("LVC") centers which the Company has established in
association with leading hospitals, ambulatory surgery centers and
ophthalmologists.

The Company's objective is to become the leading integrated provider of eye care
products and services in select, regional markets. To develop significant
regional integrated networks, the Company's business strategy focuses on (i)
acquiring and integrating the assets of regional multi-site eye care centers and
the practices of eye care professionals (optometrists and ophthalmologists),
(ii) employing or entering into management services contracts with these
professionals, (iii) continuing to market comprehensive and competitively priced
eye care programs to leading HMOs, insurance companies and other third party
payors in the Company's regional markets, (iv) expanding strategic affiliations,
for pathology co-management opportunities, with select hospitals, ambulatory
surgery centers and eye care professionals and (v) continuing to market and
provide access to LVC services through the Company's eye care centers.

The Company believes that its integrated approach to eye care provides
significant advantages, benefits and opportunities to patients, providers and
payors. Patients benefit from the convenience of eye care products and services
delivered at a single location. Eye care professionals benefit from the
supplemental management and administrative services and resources provided by
the Company, permitting them to continue to dedicate their time and effort to
their patients and professional practices. Payors benefit from the Company's
ability to conveniently provide a complete range of eye care products and
services with the highest quality at the lowest cost.

                                       10




<PAGE>   11



RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1997 AND 1996
NET REVENUE. The Company generated net revenue of approximately $10.4 million
during the three months ended March 31, 1997, from the operation of its 72 eye
care centers and ten laser vision correction centers as compared to net revenue
of approximately $5.7 million from its 29 eye care centers and six laser vision
correction centers for the same period in 1996. Of the $4.7 million, or 82.5%,
increase in net revenue, approximately $3.9 million relates to the additional
forty-two eye care centers acquired effective July 1, 1996. The remaining
increase is due to increases in laser vision correction services and revenue
generated in existing eye care centers.

COST OF REVENUE. Cost of revenue increased from approximately $2.3 million for
the three months ended March 31, 1996 to approximately $3.9 million for the
three months ended March 31, 1997. Cost of revenue as a percent of net revenue
decreased from 40.0% for the three months ended March 31, 1996 to 36.9% for the
three months ended March 31, 1997. The decrease as a percentage of net revenue
is attributable to reduced depreciation on ophthalmic equipment after the write
down due to the asset impairment recognized in the fourth quarter of 1996, as
well as manufacturing efficiencies realized at the Company's central lab. Cost
of revenue for the three months ended March 31, 1997 and 1996 principally
consisted of (i) the cost of manufacturing, purchasing and distributing optical
products to its customers and (ii) the cost of delivering laser vision
correction services, including depreciation and maintenance on excimer lasers.

SELLING, GENERAL AND ADMINISTRATION EXPENSES. Selling, general and
administration expenses were approximately $7.0 million for the three months
ended March 31, 1997 as compared to approximately $4.1 million for the three
months ended March 31, 1996. The increase primarily relates to payroll and
facility costs incurred in operating additional eye care centers in the first
quarter of fiscal 1997 as compared to the first quarter of fiscal 1996. Selling,
general and administrative expenses, as a percentage of net revenue, declined
from 72.1% in 1996 to 67.0% in 1997. This decrease is primarily a result of
operating efficiencies which the Company began to realize from the acquisition
and expansion of multi-site eye care centers.

OTHER INCOME AND EXPENSES. Interest income totaled $102,000 for the three months
ended March 31, 1997 as compared to $94,000 for the three months ended March 31,
1996. This increase resulted from the investment of a higher average cash
balance during the first quarter of 1997 as compared to the same period in 1996.
Interest expense totaled $80,000 for the three months ended March 31, 1997 as
compared to $58,000 for the three months ended March 31, 1996. The increase is
associated with a higher average balance of debt outstanding in the first
quarter of 1997 as compared to the same period in prior year.

NET LOSS. The Company realized a net loss of $387,000 ($0.04 per share) for the
three months ended March 31, 1997, as compared to $648,000 ($0.10 per share) for
the three months ended March 31, 1996.

                                       11



<PAGE>   12


LIQUIDITY AND CAPITAL RESOURCES

At March 31, 1997, the Company had approximately $8.3 million in cash and cash
equivalents and working capital of approximately $5.2 million in comparison to
approximately $9.9 million in cash and cash equivalents and working capital of
approximately $7.8 million as of December 31, 1996. The decrease in working
capital is mainly due to debt becoming current as of March 31, 1997.

As of March 31, 1997, the Company had securities outstanding which provide it
with potential sources of financing as outlined below:

<TABLE>
<CAPTION>

Securities                                                                     Potential proceeds
-------------------------------------------------------------               ---------------------
<S>                                                 <C>                       <C>

Warrants                                            2,472,100                         $14,800,000
Class A Warrants                                       85,000                             500,000
Unit Purchase Options                                 215,000                           3,700,000
IPO Representative Warrants                            85,000                           1,300,000
Creditanstalt Warrants                                150,000                             694,000
Representative Warrants                               170,000                           1,400,000
                                                                                      ===========
                                                                                      $22,394,000
                                                                                      ===========
</TABLE>



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

On February 20, 1997, the Company entered into a Credit Agreement (the
"Agreement") with a bank pursuant to which the Company can borrow $5 million on
a term loan basis and $5 million on a revolving credit basis, subject to certain
performance criteria. Such certain performance criteria include, among others,
financial condition covenants such as rolling EBITDA levels, indebtedness to
ebitda ratios, current ratio of 1:1 and minimum net worth ratios. The term loan
facility bears an interest rate of prime plus 1.5% or LIBOR plus 3% at the
borrowers election and the revolving credit facility bears an interest rate of
prime plus 1.25% or LIBOR plus 2.75% at the borrowers election. These loans are
secured by all assets of the Company and its wholly owned subsidiaries. Amounts
borrowed under the Agreement will be used to finance future acquisitions,
provide ongoing working capital and for other general corporate purposes. In
addition, the Company refinanced existing bank debt using the revolving credit
facility. As part of the 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.

The Company anticipates that its working capital and sources of capital, such as
the new 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 multi-site eye care centers. By acquiring multi-site eye care
centers, the Company gain a critical mass of locations ensuring that potential
patients and third party payors will have convenient access to a wider variety
of eye care services. It also allows the Company to deliver these services at
considerable savings by using existing corporate and operational infrastructure,
which includes store operations, MIS, manufacturing, purchasing, distribution
and training. The Company is currently evaluating potential acquisition
candidates. Without additional funding, the Company's rate of acquisition and
size of acquisition could be limited.

                                       12




<PAGE>   13


PART II.  OTHER INFORMATION


   Item 6:         EXHIBITS AND REPORTS ON FORM 8-K

                 a. Exhibits furnished as Exhibits hereto:

                           EXHIBIT 10.1 Amendment No. 1 to Employment Agreement
                           dated January 2, 1997, among Cambridge Eye
                           Associates, Inc., Sight Resource Corporation and
                           Elliot S. Weinstock, O.D.


                 b. On March 7, 1997, the Company filed a Form 8-K related to
                 the Credit Agreement, dated February 20, 1997, between the
                 Company and Creditanstalt Corporate Finance Corporation, Inc.


                                       13




<PAGE>   14



SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to report on Form 10-Q to be 
signed on its behalf by the undersigned thereunto duly authorized.


                                   Sight Resource Corporation




Date:      December 24, 1997       ________________________
           -----------------
                                   Alan MacDonald
                                   Vice President, Finance and Administration
                                   (principal financial and accounting officer)



                                       14




<PAGE>   15


SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to report on Form 10-Q to be 
signed on its behalf by the undersigned thereunto duly authorized.


                                    Sight Resource Corporation



Date:     December 29, 1997         /s/  ALAN MACDONALD
          -----------------         -------------------------------------------
                                    Alan MacDonald
                                    Vice President, Finance and Administration
                                    (principal financial and accounting officer)



                                       15