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                                   FORM 10Q/A

                                (AMENDMENT NO.1)

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)
   [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1999

                                       OR

   [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from __________________ to _________________________
Commission file number: 0-22977

                             VISION TWENTY-ONE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

FLORIDA                                               59-3384581
(STATE OR OTHER JURISDICTION OF INCORPORATION         (I.R.S. EMPLOYER
OR ORGANIZATION)                                      IDENTIFICATION NO.)

7360 BRYAN DAIRY ROAD
LARGO, FLORIDA                                        33777
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (727) 545-4300

                                 NOT APPLICABLE
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
--------------------------------------------------------------------------------

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant 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:

    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

    The registrant had 15,147,588 Shares outstanding as of May 31, 1999.


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                    AMENDMENT FORM 10-Q FOR QUARTERLY PERIOD
                              ENDED MARCH 31, 1999

     This amendment relates to the addition of item 2 in Part II and a change on
the cover page to indicate that the Company has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months and has been subject to such filing requirements for the
past 90 days.










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PART II - OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

     (c)  Sales of Unregistered Securities. The Company issued the following
unregistered securities during the quarterly period ended March 31, 1999 in
transactions exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) because they did not involve any public offering.

     In January 1999, the Company issued an aggregate of 57,199 shares of
Common Stock in connection with the acquisition of certain assets of Arrowhead
Master Eye Associates, P.C. and Sheldon Morgenstern, O.D.

     In January 1999, the Company issued an aggregate of 29,456 shares of
Common Stock in connection with the acquisitions of certian assets of South
St. Paul Family Eye Center and Thomas A. Vogelphol, P.D., P.A.
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                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amended report to be signed on its
behalf by the undersigned thereunto duly authorized, in the city of Largo, State
of Florida on June 30, 1999.


                                           VISION TWENTY-ONE, INC.
                                           Registrant





                                           /s/ Richard T. Welch
                                           ------------------------------------
                                           Richard T. Welch
                                           Chief Financial Officer
                                           (The Principal Accounting Officer and
                                           Duly Authorized Officer)











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