I,  Alan  E.  Wiley,  certify  that:

1.   I  have  reviewed this quarterly report on Form 10-Q of Eye Care Centers of
     America,  Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a  material  fact  or  omit  to state a material fact necessary to make the
     statements  made, in light of the circumstances under which such statements
     were  made,  not  misleading  with  respect  to  the period covered by this
     report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  report,  fairly  present  in  all material
     respects  the  financial condition, results of operations and cash flows of
     the  registrant  as  of,  and  for,  the  periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure  controls  and  procedures  to  be  designed  under  our
          supervision,  to  ensure  that  material  information  relating to the
          registrant,  including its consolidated subsidiaries, is made known to
          us  by others within those entities, particularly during the period in
          which  this  report  is  being  prepared;

     b)   Evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures, and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of  the  period  covered  by this report based on such evaluation; and

     c)   Disclosed  in  this  report  any  change  in the registrant's internal
          control over financial reporting that occurred during the registrant's
          first  fiscal  quarter  that has materially affected, or is reasonably
          likely  to  materially  affect, the registrant's internal control over
          financial  reporting.

5.   The  registrant's  other  certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the  registrant's auditors and the audit committee of registrant's board of
     directors  (or  persons  performing  the  equivalent  function):

          a)   All  significant  deficiencies  and  material  weaknesses  in the
               design  or operation of internal control over financial reporting
               which  are reasonably likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b)   Any  fraud,  whether or not material, that involves management or
               other  employees  who have a significant role in the registrant's
               internal  control  over  financial  reporting.

Date:  May  11,  2004
/S/  Alan  E.  Wiley
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Alan  E.  Wiley
Executive Vice President and Chief Financial Officer