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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

(Mark  One)

[X]     Quarterly  report  pursuant  to  Section  13  or 15(d) of the Securities
        Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 28, 2003.

                                       OR

[  ]    Transition  report  pursuant  to  Section 13 or 15(d) of the Securities
        Exchange  Act  of  1934

                        Commission file number 33 - 70572

                        EYE CARE CENTERS OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)

               TEXAS                                 74-2337775
    (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)            Identification number)

                                11103 WEST AVENUE
                            SAN ANTONIO, TEXAS 78213
          (Address of principal executive offices, including zip code)

                                 (210) 340-3531
              (Registrant's telephone number, including area code)

--------------------------------------------------------------------------------

Indicate by check mark whether the registrant has (1) 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
                               ---                            ---

Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Exchange  Act):

                          Yes                            No    X
                               ---                            ---

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

           Class                                Outstanding at August 11, 2003
           -----                                  -----------------------------
   Common  Stock,  $.01  par  value                      7,397,689  shares

================================================================================

<TABLE>
<CAPTION>

                        EYE CARE CENTERS OF AMERICA, INC.
                                      INDEX
<S>                                                                  <C>
                                                                            Page
                                                                          Number
                                                                          ------
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

            Condensed Consolidated Balance Sheets at December 28, 2002
              and June 28, 2003 (Unaudited)                                  2

            Condensed Consolidated Statements of Operations for the
              Thirteen Weeks and Twenty-Six Weeks Ended June 29, 2002
              (Unaudited) and June 28, 2003 (Unaudited)                      3

            Condensed Consolidated Statements of Cash Flows for the
              Twenty-Six Weeks Ended June 29, 2002 (Unaudited)
              and June 28, 2003 (Unaudited)                                  4

            Notes to Condensed Consolidated Financial Statements          5-12

Item 2.     Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                  13-21

Item 3.     Quantitative and Qualitative Disclosures About Market Risk      21

Item 4.     Controls and Procedures                                         21

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                  22

Item 5.  Other Information                                                  22

Item 6.  Exhibits and Reports on Form 8-K                                   23

</TABLE>

                                        1
<PAGE>

<TABLE>
<CAPTION>

                          PART I. FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

                        EYE CARE CENTERS OF AMERICA, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)

<S>                                      <C>             <C>
                                         DECEMBER 28,      JUNE 28,
                                            2002             2003
                                         --------------  ----------
ASSETS. . . . . . . . . . . . . . . . .                  (Unaudited)
CURRENT ASSETS:
   Cash and cash equivalents. . . . . .  $       3,450   $   5,771
   Accounts and notes receivable, net .         12,084      12,282
   Inventory. . . . . . . . . . . . . .         24,060      27,203
   Prepaid expenses and other . . . . .          3,573       2,930
                                         --------------  ----------
Total current assets. . . . . . . . . .         43,167      48,186
PROPERTY & EQUIPMENT, net . . . . . . .         57,439      54,808
INTANGIBLE ASSETS . . . . . . . . . . .        107,588     107,478
OTHER ASSETS. . . . . . . . . . . . . .          8,862       9,734
DEFERRED INCOME TAXES . . . . . . . . .              -       1,155
                                         --------------  ----------
Total assets. . . . . . . . . . . . . .  $     217,056   $ 221,361
                                         ==============  ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Accounts payable . . . . . . . . . .  $      20,256   $  19,368
   Current maturities of long-term debt         15,524      16,456
   Deferred revenue . . . . . . . . . .          6,334       6,244
   Accrued payroll expense. . . . . . .          7,776       5,396
   Accrued interest . . . . . . . . . .          2,318       3,729
   Other accrued expenses . . . . . . .          8,523       8,712
                                         --------------  ----------
Total current liabilities . . . . . . .         60,731      59,905
LONG TERM DEBT, less current maturities        239,109     233,059
DEFERRED RENT . . . . . . . . . . . . .          4,571       4,650
DEFERRED GAIN . . . . . . . . . . . . .          1,766       1,649
                                         --------------  ----------
Total liabilities . . . . . . . . . . .        306,177     299,263
                                         --------------  ----------
SHAREHOLDERS' DEFICIT:
   Common stock . . . . . . . . . . . .             74          74
   Preferred stock. . . . . . . . . . .         54,703      58,317
   Additional paid-in capital . . . . .         36,040      32,381
   Accumulated deficit. . . . . . . . .       (179,938)   (168,674)
                                         --------------  ----------
Total shareholders' deficit . . . . . . .      (89,121)    (77,902)
                                         --------------  ----------
                                         $     217,056   $ 221,361
                                         ==============  ==========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements

                                        2
<PAGE>

<TABLE>
<CAPTION>

                                        EYE CARE CENTERS OF AMERICA, INC.
                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (dollars in thousands)

<S>                                                <C>               <C>                 <C>           <C>
                                                              THIRTEEN WEEKS                  TWENTY-SIX WEEKS
                                                                  ENDED                            ENDED
                                                           ----------------                 -----------------
                                                         JUNE 29,        JUNE 28,          JUNE 29,       JUNE 28,
                                                           2002            2003              2002           2003
                                                     --------------   ------------      -------------  ------------
                                                        (Unaudited)      (Unaudited)      (Unaudited)   (Unaudited)
REVENUES:
   Optical sales. . . . . . . . . . . . . . . . .  $         88,767  $        88,857     $    191,455     $ 190,172
   Management fees. . . . . . . . . . . . . . . .               797              804            1,786         1,830
                                                   ----------------  ---------------     ------------     ---------
Net revenues. . . . . . . . . . . . . . . . . . .            89,564           89,661          193,241       192,002

OPERATING COSTS AND EXPENSES:
   Cost of goods sold . . . . . . . . . . . . . .            27,598           28,045           59,666        58,304
   Selling, general and administrative expenses..            53,111           53,614          108,552       109,526
   Amortization of intangibles. . . . . . . . . .               841               55            1,682           110
                                                   ----------------  ---------------     ------------     ---------
Total operating costs and expenses. . . . . . . .            81,550           81,714          169,900       167,940
                                                   ----------------  ---------------     ------------     ---------
INCOME FROM OPERATIONS. . . . . . . . . . . . . .             8,014            7,947           23,341        24,062
INTEREST EXPENSE, NET . . . . . . . . . . . . . .             5,565            4,919           10,635        10,240
INCOME TAX EXPENSE. . . . . . . . . . . . . . . .               283            2,123              494         2,557
                                                   ----------------  ---------------     ------------     ---------
NET INCOME. . . . . . . . . . . . . . . . . . . .  $          2,166  $           905     $     12,212     $  11,265
                                                   ================  ===============     ============     =========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements

                                        3
<PAGE>

<TABLE>
<CAPTION>

                                  EYE CARE CENTERS OF AMERICA, INC.
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (dollars in thousands)

<S>                                                                  <C>              <C>
                                                                                  TWENTY-SIX
                                                                                  WEEKS ENDED
                                                                                ---------------
                                                                          JUNE 29,           JUNE 28,
                                                                            2002               2003
                                                                         -----------      -----------
                                                                         (Unaudited)      (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net income. . . . . . . . . . . . . . . . . . . . . . . . .  $       12,212   $       11,265
        Adjustments to reconcile net income to net cash provided
              by operating activities:
             Depreciation and amortization. . . . . . . . . . . . .          11,134            8,739
             Amortization of debt issue costs . . . . . . . . . . .             836              996
             Deferred liabilities and other . . . . . . . . . . . .             312           (1,283)
             Loss on disposition of property and equipment. . . . .              63               18
        Increase (decrease) in operating assets and liabilities . .           1,001           (5,236)
                                                                     ---------------  ---------------
Net cash provided by operating activities.. . . . . . . . . . . . .          25,558           14,499
                                                                     ---------------  ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
             Acquisition of property and equipment. . . . . . . . .          (6,191)          (6,077)
             Notes receivable . . . . . . . . . . . . . . . . . . .               -           (1,026)
             Proceeds from sale of property and equipment . . . . .               -               43
             Payments received on notes receivable. . . . . . . . .               -               25
                                                                     ---------------  ---------------
Net cash used in investing activities . . . . . . . . . . . . . . .          (6,191)          (7,035)
                                                                     ---------------  ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
             Payments on debt and capital leases. . . . . . . . . .         (20,387)          (5,143)
             Distribution to affiliated OD. . . . . . . . . . . . .            (410)               -
                                                                     ---------------  ---------------
Net cash used in financing activities . . . . . . . . . . . . . . .         (20,797)          (5,143)
                                                                     ---------------  ---------------
NET INCREASE (DECREASE) IN CASH . . . . . . . . . . . . . . . . . .          (1,430)           2,321
CASH AND CASH EQUIVALENTS, beginning of period. . . . . . . . . . .           3,372            3,450
                                                                     ---------------  ---------------
CASH AND CASH EQUIVALENTS, end of period. . . . . . . . . . . . . .  $        1,942   $        5,771
                                                                     ===============  ===============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements

                                        4
<PAGE>

                        EYE CARE CENTERS OF AMERICA, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS  OF  PRESENTATION

     The condensed consolidated financial statements include the accounts of Eye
Care Centers of America, Inc., its wholly owned subsidiaries and certain private
optometrists  for  whom  the  Company performs management services  (the "ODs").
All  significant  intercompany accounts and transactions have been eliminated in
consolidation.  Certain  reclassifications  have  been  made to the prior period
statements  to  conform  to the current period presentation.  Unless the context
otherwise  requires,  the  term  "Company"  shall  refer  to Eye Care Centers of
America,  Inc.  and  its  subsidiaries,  collectively.

     The accompanying unaudited Condensed Consolidated Financial Statements have
been  prepared  in  accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10  of  Regulation  S-X.  The  condensed consolidated balance sheet for the year
ended  December 28, 2002 was derived from the audited financial statements as of
that  date but does not include all of the information and footnotes required by
generally  accepted accounting principles for complete financial statements.  In
the  opinion  of  management,  all  adjustments  considered necessary for a fair
presentation  have  been  included  and  are  of  a  normal,  recurring  nature.
Operating  results  for the thirteen week and twenty-six week periods ended June
28,  2003 are not necessarily indicative of the results that may be expected for
the  fiscal  year  ended  December  27,  2003  ("fiscal  2003").  For  further
information,  refer  to  the  consolidated  financial  statements  and footnotes
thereto  included  in  the  Eye Care Centers of America, Inc.'s annual report on
Form  10-K  for  the  year  ended  December  28,  2002  ("fiscal  2002").

2.  CRITICAL  ACCOUNTING  POLICIES

Critical  accounting  policies  are  those  that  require  management  to  make
assumptions  that  are difficult or complex about matters that are uncertain and
may change in subsequent periods, resulting in changes to reported results.  The
majority  of  these  accounting  policies  do  not  require  management  to make
difficult,  subjective  or  complex judgments or estimates or the variability of
the  estimates is not material.  However, the following policies could be deemed
critical.  The  Company's  management  has  discussed  these critical accounting
policies  with  the  Audit  Committee  of  the  Board  of  Directors.

-     Accounts  receivable  are primarily from third party payors related to the
sale  of  eyewear  and  include  receivables  from  insurance reimbursements, OD
management  fees,  credit  card  companies,  merchandise,  rent  and license fee
receivables.  The  Company's  allowance for doubtful accounts primarily consists
of  amounts  owed to the Company by third party insurance payors.  This estimate
is  based  on  the  historical  ratio  of  collections  to  billings.

-     Inventory  consists  principally of eyeglass frames, ophthalmic lenses and
contact lenses and is stated at the lower of cost or market.  Cost is determined
using  the  weighted  average  method which approximates the first-in, first-out
(FIFO)  method.  The  Company's  inventory  reserves  are  an  estimate based on
product  with  low  turnover  or  deemed  by  management  to  be  unsaleable.

-     Goodwill  consists  of the amounts by which the purchase price exceeds the
market  value  of  acquired  net  assets,  noncompete agreements and a strategic
alliance  agreement.  Goodwill  must  be tested for impairment at least annually
using  a "two-step" approach that involves the identification of reporting units
and  the  estimation  of  fair  values.

                                        5
<PAGE>

3.  RELATED  PARTY  TRANSACTIONS

     The Company and Thomas H. Lee Company ("THL Co.") entered into a management
agreement  as  of  April  24,  1998  (as  amended,  the "Management Agreement"),
pursuant  to which (i) THL Co. received a financial advisory fee of $6.0 million
in  connection  with structuring, negotiating and arranging the recapitalization
and  structuring,  negotiating and arranging the debt financing and (ii) THL Co.
would  receive  $500,000  per  year  plus  expenses  for  management  and  other
consulting  services  provided to the Company, including one percent (1%) of the
gross  purchase  price for acquisitions for its participation in the negotiation
and  consummation  of  any  such  acquisition.  As  of  December  31,  2000, the
Management  Agreement  was  amended  to  reduce  the  fees payable thereunder to
$250,000  per  year  plus  expenses for management and other consulting services
provided  to  the  Company.  However,  the  fees  payable  under  the Management
Agreement  may  be increased to an amount up to $500,000 annually depending upon
the  Company  attaining  certain  leverage  ratios.  The  Management  Agreement
continues  unless  and  until  terminated  by  mutual  consent of the parties in
writing,  for  so  long  as  THL  Co.  provides  management and other consulting
services  to  the Company. The Company believes that the terms of the Management
Agreement  are  comparable  to  those  that  would  have  been  obtained  from
unaffiliated  sources.  For both the twenty-six week periods ended June 29, 2002
and  June  28,  2003  the Company incurred an expense of $250,000 related to the
Management  Agreement.

4.  INCOME  TAXES

     Deferred  tax  assets  and  liabilities are determined based on differences
between  financial  reporting  and  tax  basis of assets and liabilities and are
measured  using the enacted tax rates and laws that are expected to be in effect
when  the  differences are expected to reverse.  The Company currently has a net
deferred tax asset related to its temporary differences.  Uncertainties exist as
to the future realization of the deferred tax asset under the criteria set forth
under  Statement  of  Financial Accounting Standards ("SFAS") Statement No. 109.
These uncertainties primarily consist of the lack of taxable income historically
generated  by  the  Company.

5.  SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOW  INFORMATION (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

<S>                                    <C>            <C>
                                                  TWENTY-SIX
                                                  WEEKS ENDED
                                           -------------------------
                                           JUNE 29,         JUNE 28,
                                             2002             2003
                                          (UNAUDITED)     .(UNAUDITED)
                                          ----------        ---------
Cash paid for interest. . . . . . . .    $     9,961        $   7,637
Dividends accrued on preferred stock.    $     3,180        $   2,201
Cash paid for taxes . . . . . . . . .    $       463        $   1,422
</TABLE>

6.  NEW  ACCOUNTING  PRONOUNCEMENTS

     On  April  30, 2002, SFAS 145, "Rescission of FASB Statements No. 4, 44 and
64,  Amendment of FASB Statement No. 13, and Technical Corrections" was approved
by  the  FASB.  As  a  result,  gains and losses from extinguishment of debt are
classified  as  extraordinary items only if they meet the criteria in

                                        6
<PAGE>

Accounting  Principles  Board Opinion 30. The provisions of this Statement shall
be  applied  in fiscal years beginning after May 15, 2002. While the adoption of
SFAS  145  will  result  in  certain  financial  statement  reclassifications,
management  does  not believe that the reclassifications will have a significant
impact  on  the  Company's  results  of  operations  or  financial  position.

     On  July  30, 2002, SFAS 146, "Accounting for Costs Associated with Exit or
Disposal Activities" was issued by the FASB. This standard requires companies to
recognize  costs  associated  with  exit  or  disposal  activities when they are
incurred  rather  than  at the date of a commitment to an exit or disposal plan.
Examples  of  costs  covered by the standard include lease termination costs and
certain  employee  severance  costs  that  are  associated with a restructuring,
discontinued  operation,  plant closing or other exit or disposal activity. SFAS
146  is  to  be  applied  prospectively to exit or disposal activities initiated
after  December  31, 2002. The Company adopted SFAS 146 on December 29, 2002 and
the  adoption  of  SFAS  146 did not have a significant impact on its results of
operations or financial position as it currently has no plans to exit or dispose
of  activities  outside  the  normal  scope  of  business  operations.

     In  December  2002,  SFAS  148,  "Accounting for Stock-Based Compensation -
Transition  and  Disclosure" was issued by the FASB. The transition guidance and
annual disclosure provisions are effective in fiscal years ending after December
15,  2002  with  earlier  application  permitted  in  certain circumstances. The
interim  disclosure  provisions  are  effective for financial reports containing
financial statements for interim periods beginning after December 15, 2002. This
standard  amends  SFAS  123  to  provide alternative methods of transition for a
voluntary change to the fair value method of accounting for stock-based employee
compensation.  In  addition, this standard amends the disclosure requirements of
SFAS  123  to require prominent disclosures in both annual and interim financial
statements  about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results. For purposes of pro forma
disclosures,  the  estimated  fair  value of the options is amortized to expense
over  the  options'  vesting period. The pro forma calculations include only the
effects  of  1998  through  2003  grants  (all  grants  previous  to  1998  were
exercised).  As  such, the impacts are not necessarily indicative of the effects
on  reported  net income of future years. The Company's pro forma net income for
the  twenty-six  weeks  ended  June  29,  2002 and June 28, 2003 are as follows:

<TABLE>
<CAPTION>

<S>                                  <C>            <C>
                                                  TWENTY-SIX
                                                  WEEKS ENDED
                                           -------------------------
                                           JUNE 29,         JUNE 28,
                                             2002             2003
                                          (UNAUDITED)     .(UNAUDITED)
                                          ----------        ---------
Net income. . . . . . . . . . .      $      12,212         $  11,265
Pro forma compensation expense.                 60                75
                                     -------------          ---------
Pro forma net income. . . . . .      $      12,152         $  11,190
                                     =============          =========
</TABLE>

                                        7
<PAGE>

7.  CONDENSED  CONSOLIDATING  INFORMATION  (UNAUDITED)

     The  Company has issued $100.0 million in principal amount of 9 1/8% Senior
Subordinated  Notes  due  2008 and $30.0 million in principal amount of Floating
Interest  Rate Subordinated Term Securities due 2008 (collectively, the "Notes")
which  are  guaranteed by all of the subsidiaries of the Company (the "Guarantor
Subsidiaries") but are not guaranteed by the ODs. The Guarantor Subsidiaries are
wholly owned by the Company and the guarantees are full, unconditional and joint
and  several.  The  following  condensed  consolidating  financial  information
presents the financial position, results of operations and cash flows of (i) the
Company,  as  parent,  as  if  it  accounted  for its subsidiaries on the equity
method,  (ii)  the  Guarantor  Subsidiaries,  and  (iii) ODs. Separate financial
statements  of the Guarantor Subsidiaries are not presented herein as management
does  not  believe  that  such  statements  would  be  material  to  investors.

                                        8
<PAGE>

<TABLE>
<CAPTION>

                                       CONSOLIDATING BALANCE SHEETS
                                             DECEMBER 28, 2002

<S>                                      <C>          <C>             <C>       <C>             <C>
                                                       Guarantor                              Consolidated
                                         Parent       Subsidiaries    ODs       Eliminations    Company
                                         -----------  --------------  --------  --------------  ----------
ASSETS
Current assets:
   Cash and cash equivalents. . . . . .  $      554   $       2,532   $   364   $           -   $   3,450
   Accounts and notes receivable. . . .     134,896          42,366     3,245        (168,423)     12,084
   Inventory. . . . . . . . . . . . . .      14,715           7,491     1,854               -      24,060
   Prepaid expenses and other . . . . .       2,289           1,236        48               -       3,573
                                         -----------  --------------  --------  --------------  ----------
   Deferred income taxes. . . . . . . .           -               -         -               -           -
                                         -----------  --------------  --------  --------------  ----------
Total current assets. . . . . . . . . .     152,454          53,625     5,511        (168,423)     43,167
Property and equipment. . . . . . . . .      35,016          22,423         -               -      57,439
Intangibles . . . . . . . . . . . . . .      16,693          90,808        87               -     107,588
Other assets. . . . . . . . . . . . . .       8,552             310         -               -       8,862
Investment in subsidiaries. . . . . . .     (19,578)              -         -          19,578           -
                                         -----------  --------------  --------  --------------  ----------
Total assets. . . . . . . . . . . . . .  $  193,137   $     167,166   $ 5,598   $    (148,845)  $ 217,056
                                         ===========  ==============  ========  ==============  ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable . . . . . . . . . .  $    9,696   $     170,349   $ 8,634   $    (168,423)  $  20,256
   Current portion of long-term debt. .      15,374              83         -               -      15,524
   Deferred revenue . . . . . . . . . .       3,511           2,629       194               -       6,334
   Accrued payroll expense. . . . . . .       4,956           2,792        28               -       7,776
   Accrued interest . . . . . . . . . .       1,798             520         -               -       2,318
   Other accrued expenses . . . . . . .       4,878           2,632     1,013               -       8,523
                                         -----------  --------------  --------  --------------  ----------
Total current liabilities . . . . . . .      40,213         179,005     9,869        (168,423)     60,731
Deferred income taxes . . . . . . . . .           -               -         -               -           -
Long-term debt, less current maturities     237,028           2,048       100               -     239,109
Deferred rent . . . . . . . . . . . . .       2,763           1,808         -               -       4,571
Deferred gain . . . . . . . . . . . . .       1,372             394         -               -       1,766
                                         -----------  --------------  --------  --------------  ----------
Total liabilities . . . . . . . . . . .     281,376         183,255     9,969        (168,423)    306,177
                                         -----------  --------------  --------  --------------  ----------
Shareholders' deficit:
   Common stock . . . . . . . . . . . .          74               -         -               -          74
   Preferred stock. . . . . . . . . . .      54,703               -         -               -      54,703
   Additional paid-in capital . . . . .      36,922           1,092    (1,974)              -      36,040
   Accumulated deficit. . . . . . . . .    (179,938)        (17,181)   (2,397)         19,578    (179,938)
                                         -----------  --------------  --------  --------------  ----------
Total shareholders' deficit . . . . . .     (88,239)        (16,089)   (4,371)         19,578     (89,121)
                                         -----------  --------------  --------  --------------  ----------
                                         $  193,137   $     167,166   $ 5,598   $    (148,845)  $ 217,056
                                         ===========  ==============  ========  ==============  ==========
</TABLE>

<TABLE>
<CAPTION>

                               CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                 FOR THE TWENTY-SIX WEEKS ENDED JUNE 29, 2002

<S>                                              <C>         <C>            <C>      <C>             <C>
                                                               Guarantor                         Consolidated
                                                 Parent      Subsidiaries   ODs      Eliminations    Company
                                                 ----------  -------------  -------  --------------  --------
Revenues:
   Optical sales. . . . . . . . . . . . . . . .  $   93,979  $      61,138  $36,338  $           -   $191,455
   Management fees. . . . . . . . . . . . . . .         341         12,825        -        (11,380)     1,786
   Investment earnings in subsidiaries. . . . .      15,164              -        -        (15,164)         -
                                                 ----------  -------------  -------  --------------  --------
Net revenues. . . . . . . . . . . . . . . . . .     109,484         73,963   36,338        (26,544)   193,241
Operating costs and expenses:
   Cost of goods sold . . . . . . . . . . . . .      31,073         21,299    7,294              -     59,666
   Selling, general and administrative expenses      56,788         34,927   28,217        (11,380)   108,552
   Amortization of intangibles:
     Noncompete and other intangibles . . . . .           -          1,682        -              -      1,682
                                                 ----------  -------------  -------  --------------  --------
Total operating costs and expenses. . . . . . .      87,861         57,908   35,511        (11,380)   169,900
                                                 ----------  -------------  -------  --------------  --------
Income from operations. . . . . . . . . . . . .      21,623         16,055      827        (15,164)    23,341
Interest expense, net . . . . . . . . . . . . .       9,349          1,282        4              -     10,635
Income tax expense. . . . . . . . . . . . . . .          62            432        -              -        494
                                                 ----------  -------------  -------  --------------  --------
Net income. . . . . . . . . . . . . . . . . . .  $   12,212  $      14,341  $   823  $     (15,164)  $ 12,212
                                                 ==========  =============  =======  ==============  ========
</TABLE>

                                        9
<PAGE>

<TABLE>
<CAPTION>

                                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                   FOR THE THIRTEEN WEEKS ENDED JUNE 29, 2002


<S>                                               <C>          <C>            <C>       <C>             <C>
                                                                Guarantor                           Consolidated
                                                  Parent       Subsidiaries   ODs       Eliminations    Company
                                                  -----------  -------------  --------  --------------  --------
Revenues:
   Optical sales . . . . . . . . . . . . . . . .  $   43,600   $      29,029  $16,138   $           -   $ 88,767
   Management fees . . . . . . . . . . . . . . .         156           5,767        -          (5,126)       797
   Investment earnings in subsidiaries . . . . .       5,774               -        -          (5,774)         -
                                                  -----------  -------------  --------  --------------  --------
Net revenues . . . . . . . . . . . . . . . . . .      49,530          34,796   16,138         (10,900)    89,564
Operating costs and expenses:
   Cost of goods sold. . . . . . . . . . . . . .      14,503           9,849    3,246               -     27,598
   Selling, general and administrative expenses.      27,995          16,963   13,279          (5,126)    53,111
   Amortization of intangibles:
     Noncompete and other intangibles. . . . . .           -             841        -               -        841
                                                  -----------  -------------  --------  --------------  --------
Total operating costs and expenses . . . . . . .      42,498          27,653   16,525          (5,126)    81,550
                                                  -----------  -------------  --------  --------------  --------
Income from operations . . . . . . . . . . . . .       7,032           7,143     (387)         (5,774)     8,014
Interest expense, net. . . . . . . . . . . . . .       4,890             673        2               -      5,565
Income tax expense . . . . . . . . . . . . . . .         (24)            307        -               -        283
                                                  -----------  -------------  --------  --------------  --------
Net income (loss). . . . . . . . . . . . . . . .  $    2,166   $       6,163  $  (389)  $      (5,774)  $  2,166
                                                  ===========  =============  ========  ==============  ========
</TABLE>

<TABLE>
<CAPTION>

                                      CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                                        FOR THE TWENTY-SIX WEEKS ENDED JUNE 29, 2002

<S>                                                          <C>          <C>             <C>     <C>             <C>
                                                                           Guarantor                           Consolidated
                                                             Parent       Subsidiaries    ODs     Eliminations    Company
                                                             -----------  --------------  ------  --------------  ---------
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . .  $   12,212   $      14,342   $ 823   $     (15,165)  $ 12,212
Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
   Depreciation and amortization. . . . . . . . . . . . . .       5,737           5,397       -               -     11,134
   Loan cost amortization . . . . . . . . . . . . . . . . .         775              61       -               -        836
   Deferred liabilities and other . . . . . . . . . . . . .         124              74     114               -        312
   Loss on disposition of property and  equipment . . . . .          31              32       -               -         63
   Increase/(decrease) in operating assets and liabilities.      14,348         (12,721)   (626)              -      1,001
                                                             -----------  --------------  ------  --------------  ---------
Net cash provided by operating activities . . . . . . . . .      33,227           7,185     311         (15,165)    25,558
                                                             -----------  --------------  ------  --------------  ---------
Cash flows from investing activities:
   Acquisition of property and equipment. . . . . . . . . .      (4,919)         (1,272)      -               -     (6,191)
   Investment in Subsidiaries . . . . . . . . . . . . . . .      (9,390)         (5,775)      -          15,165          -
                                                             -----------  --------------  ------  --------------  ---------
Net cash used in investing activities . . . . . . . . . . .     (14,309)         (7,047)      -          15,165     (6,191)
                                                             -----------  --------------  ------  --------------  ---------
Cash flows from financing activities:
   Payments on debt and capital leases. . . . . . . . . . .     (20,081)           (306)      -               -    (20,387)
   Distribution to affiliated OD. . . . . . . . . . . . . .           -               -    (410)              -       (410)
                                                             -----------  --------------  ------  --------------  ---------
Net cash provided by (used in) financing activities . . . .     (20,081)           (306)   (410)              -    (20,797)
                                                             -----------  --------------  ------  --------------  ---------
Net decrease in cash and cash equivalents . . . . . . . . .      (1,163)           (168)    (99)              -     (1,430)
Cash and cash equivalents at beginning of period. . . . . .         755           2,209     408               -      3,372
                                                             -----------  --------------  ------  --------------  ---------
Cash and cash equivalents at end of period. . . . . . . . .  $     (408)  $       2,041   $ 309   $           -   $  1,942
                                                             ===========  ==============  ======  ==============  =========
</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>

                                   CONDENSED CONSOLIDATING BALANCE SHEETS
                                               JUNE 28, 2003

<S>                                      <C>          <C>             <C>       <C>             <C>
                                                       Guarantor                              Consolidated
                                         Parent       Subsidiaries    ODs       Eliminations    Company
                                         -----------  --------------  --------  --------------  ----------
ASSETS
Current assets:
   Cash and cash equivalents. . . . . .  $   (1,258)  $       6,980   $    49   $           -   $   5,771
   Accounts and notes receivable, net .     160,885          49,220     3,428        (201,251)     12,282
   Inventory. . . . . . . . . . . . . .           -          25,195     2,008               -      27,203
   Prepaid expenses and other . . . . .          (3)          2,885        48               -       2,930
                                         -----------  --------------  --------  --------------  ----------
Total current assets. . . . . . . . . .     159,624          84,280     5,533        (201,251)     48,186
Property and equipment, net . . . . . .         (13)         54,821         -               -      54,808
Intangibles, net. . . . . . . . . . . .      16,706          90,710        87             (25)    107,478
Other assets. . . . . . . . . . . . . .       7,723           2,011         -               -       9,734
   Deferred income taxes. . . . . . . .       1,155               -         -               -       1,155
Investment in subsidiaries. . . . . . .      (1,902)              -         -           1,902           -
                                         -----------  --------------  --------  --------------  ----------
Total assets. . . . . . . . . . . . . .  $  183,293   $     231,822   $ 5,620   $    (199,374)  $ 221,361
                                         ===========  ==============  ========  ==============  ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable . . . . . . . . . .  $    2,335   $     211,030   $ 7,254   $    (201,251)  $  19,368
   Current maturities of long-term debt      16,336             120         -               -      16,456
   Deferred revenue . . . . . . . . . .       2,608           3,885      (249)              -       6,244
   Accrued payroll expense. . . . . . .           -           5,080       316               -       5,396
   Accrued interest . . . . . . . . . .       3,729               -         -               -       3,729
   Other accrued expenses . . . . . . .         776           6,748     1,188               -       8,712
                                         -----------  --------------  --------  --------------  ----------
Total current liabilities . . . . . . .      25,784         226,863     8,509        (201,251)     59,905
Long-term debt, less current maturities     231,009           1,950         -               -     233,059
Deferred rent . . . . . . . . . . . . .           -           4,510       100               -       4,650
Deferred gain . . . . . . . . . . . . .       1,319             330       140               -       1,649
                                         -----------  --------------  --------  --------------  ----------
Total liabilities . . . . . . . . . . .     258,112         233,653     8,749        (201,251)    299,263
                                         -----------  --------------  --------  --------------  ----------
Shareholders' deficit:
   Common stock . . . . . . . . . . . .          74               -         -               -          74
   Preferred stock. . . . . . . . . . .      58,317               -         -               -      58,317
   Additional paid-in capital . . . . .      35,464          (1,084)   (1,974)            (25)     32,381
   Accumulated deficit. . . . . . . . .    (168,674)           (747)   (1,155)          1,902    (168,674)
                                         -----------  --------------  --------  --------------  ----------
Total shareholders' deficit . . . . . .     (74,819)         (1,831)   (3,129)          1,877     (77,902)
                                         -----------  --------------  --------  --------------  ----------
                                         $  183,293   $     231,822   $ 5,620   $    (199,374)  $ 221,361
                                         ===========  ==============  ========  ==============  ==========
</TABLE>


<TABLE>
<CAPTION>

                                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                 FOR THE TWENTY-SIX WEEKS ENDED JUNE 28, 2003

<S>                                              <C>         <C>             <C>      <C>             <C>
                                                              Guarantor                           Consolidated
                                                 Parent      Subsidiaries    ODs      Eliminations    Company
                                                 ----------  --------------  -------  --------------  --------
Revenues:
   Optical sales. . . . . . . . . . . . . . . .  $   62,185  $      89,510   $38,477  $           -   $190,172
   Management fees. . . . . . . . . . . . . . .         330         12,569         -        (11,069)     1,830
   Investment earnings in subsidiaries. . . . .      17,292              -         -        (17,292)         -
                                                 ----------  --------------  -------  --------------  --------
Net revenues. . . . . . . . . . . . . . . . . .      79,807        102,079    38,477        (28,361)   192,002
Operating costs and expenses:
   Cost of goods sold . . . . . . . . . . . . .      20,482         30,155     7,667              -     58,304
   Selling, general and administrative expenses      38,230         53,717    28,648        (11,069)   109,526
    Noncompete and other intangibles. . . . . .           -            110         -              -        110
                                                 ----------  --------------  -------  --------------  --------
Total operating costs and expenses. . . . . . .      58,712         83,982    36,315        (11,069)   167,940
                                                 ----------  --------------  -------  --------------  --------
Income from operations. . . . . . . . . . . . .      21,095         18,097     2,162        (17,292)    24,062
Interest expense, net . . . . . . . . . . . . .       8,119          2,117         4              -     10,240
Income tax expense. . . . . . . . . . . . . . .       1,711            (70)      916              -      2,557
                                                 ----------  --------------  -------  --------------  --------
Net income. . . . . . . . . . . . . . . . . . .  $   11,265  $      16,050   $ 1,242  $     (17,292)  $ 11,265
                                                 ==========  ==============  =======  ==============  ========
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>

                               CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                  FOR THE THIRTEEN WEEKS ENDED JUNE 28, 2003

<S>                                              <C>         <C>            <C>      <C>             <C>
                                                              Guarantor                          Consolidated
                                                 Parent      Subsidiaries   ODs      Eliminations    Company
                                                 ----------  -------------  -------  --------------  --------
Revenues:
   Optical sales. . . . . . . . . . . . . . . .  $   12,948  $      58,133  $17,776  $           -   $ 88,857
   Management fees. . . . . . . . . . . . . . .         113          5,641        -         (4,950)       804
   Investment earnings in subsidiaries. . . . .       5,459              -        -         (5,459)         -
                                                 ----------  -------------  -------  --------------  --------
Net revenues. . . . . . . . . . . . . . . . . .      18,520         63,774   17,776        (10,409)    89,661
Operating costs and expenses:
   Cost of goods sold . . . . . . . . . . . . .       4,839         19,735    3,471              -     28,045
   Selling, general and administrative expenses       8,535         36,437   13,592         (4,950)    53,614
   Amortization of intangibles:
     Noncompete and other intangibles . . . . .           -             55        -              -         55
                                                 ----------  -------------  -------  --------------  --------
Total operating costs and expenses. . . . . . .      13,374         56,227   17,063         (4,950)    81,714
                                                 ----------  -------------  -------  --------------  --------
Income from operations. . . . . . . . . . . . .       5,146          7,547      713         (5,459)     7,947
Interest expense, net . . . . . . . . . . . . .       2,964          1,953        2              -      4,919
Income tax expense. . . . . . . . . . . . . . .       1,277            509      337              -      2,123
                                                 ----------  -------------  -------  --------------  --------
Net income. . . . . . . . . . . . . . . . . . .  $      905  $       5,085  $   374  $      (5,459)  $    905
                                                 ==========  =============  =======  ==============  ========
</TABLE>


<TABLE>
<CAPTION>

                                       CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                                         FOR THE TWENTY-SIX WEEKS ENDED JUNE 28, 2003

<S>                                                          <C>          <C>             <C>       <C>             <C>
                                                                            Guarantor                            Consolidated
                                                             Parent       Subsidiaries    ODs       Eliminations    Company
                                                             -----------  --------------  --------  --------------  ---------
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . .  $   11,265   $      16,050   $ 1,242   $     (17,292)  $ 11,265
Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
   Depreciation and amortization. . . . . . . . . . . . . .       3,485           5,254         -               -      8,739
   Loan cost amortization . . . . . . . . . . . . . . . . .         663             333         -               -        996
   Deferred liabilities and other . . . . . . . . . . . . .      (4,874)          3,894      (303)              -     (1,283)
   Loss on disposition of property and  equipment . . . . .           -              18         -               -         18
   Increase/(decrease) in operating assets and liabilities.      13,465         (17,447)   (1,254)              -     (5,236)
                                                             -----------  --------------  --------  --------------  ---------
Net cash provided by operating activities . . . . . . . . .      24,004           8,102      (315)        (17,292)    14,499
                                                             -----------  --------------  --------  --------------  ---------
Cash flows from investing activities:
   Acquisition of property and equipment. . . . . . . . . .      (3,046)         (3,031)        -               -     (6,077)
   Notes Receivable . . . . . . . . . . . . . . . . . . . .           -          (1,026)        -               -     (1,026)
   Proceeds from sale of property and equipment . . . . . .           -              43         -               -         43
   Payments received on notes receivable. . . . . . . . . .           -              25         -               -         25
   Investment in Subsidiaries . . . . . . . . . . . . . . .     (17,689)            397         -          17,292          -
                                                             -----------  --------------  --------  --------------  ---------
Net cash used in investing activities . . . . . . . . . . .     (20,735)         (3,592)        -          17,292     (7,035)
                                                             -----------  --------------  --------  --------------  ---------
Cash flows from financing activities:
   Payments on debt and capital leases. . . . . . . . . . .      (5,081)            (62)        -               -     (5,143)
                                                             -----------  --------------  --------  --------------  ---------
Net cash provided by (used in) financing activities . . . .      (5,081)            (62)        -               -     (5,143)
                                                             -----------  --------------  --------  --------------  ---------
Net decrease in cash and cash equivalents . . . . . . . . .      (1,812)          4,448      (315)              -      2,321
Cash and cash equivalents at beginning of period. . . . . .         554           2,532       364               -      3,450
                                                             -----------  --------------  --------  --------------  ---------
Cash and cash equivalents at end of period. . . . . . . . .  $   (1,258)  $       6,980   $    49   $           -   $  5,771
                                                             ===========  ==============  ========  ==============  =========
</TABLE>

                                       12
<PAGE>

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

INTRODUCTION

     The  Company is the third largest retail optical chain in the United States
as  measured by net revenues, operating or managing 368 stores, 299 of which are
optical  superstores  with  in-house  lens processing capabilities.  The Company
operates  in  the  $6.5 billion retail optical chain sector of the $16.2 billion
optical  retail  market.  Management believes that the key drivers of growth for
the  Company  include  (i)  the success of the Company's promotional activities,
(ii)  the  continuing  role  of  managed  vision  care  and  (iii)  new  product
innovations.

     The  Company's  management  team  has  focused  on  improving  operating
efficiencies  and  growing  the business through both strategic acquisitions and
new  store  openings.  During the first two quarters of fiscal 2003, the Company
continued  to focus on its value retail promotion of two complete pair of single
vision  eyewear for $99.  Management believes this promotion has been successful
because  it  leverages  the  Company's strength as the leader in its markets and
also  differentiates  the  Company's  stores  from  independent  optometric
practitioners  who  tend  to  offer  fewer  promotions  in  order to guard their
margins.  Because  the  average  ticket price is typically less for glasses sold
under  this  promotion,  in  order  for the Company to continue to be successful
using  this  strategy,  the  Company  must  continue  to  increase the number of
transactions  and must also be successful in controlling costs.  In addition, it
will be incumbent upon the Company to be able to maintain its broad selection of
high  quality,  lower priced non-branded frames so that it can continue to offer
more  value  to  customers  while  improving  gross  margins.  For the first two
quarters of fiscal 2003, the Company experienced a 0.6% decrease in net revenues
compared  to the first two quarters of fiscal 2002, which was largely the result
of  a  0.8% decrease in transaction volume compared to the first two quarters of
fiscal 2002.  Management believes the decrease in transaction volume was largely
the result of weak consumer demand and general economic weakness.  With the weak
retail  environment,  high  unemployment  rates  and  the  trend  toward  deeply
discounted  promotional  offers  in  the  optical  market, sales generation will
remain  challenging  for  the  remainder  of  fiscal  2003.

     Management  believes  that optical retail sales through managed vision care
programs  will  continue  to increase over the next several years.  As a result,
management  has  made  a strategic decision to pursue funded managed vision care
relationships  in  order  to  help  the Company's retail business grow. Discount
managed  care  programs  will  play  a less significant role as the value retail
format  becomes  more  developed  throughout  the  Company's  stores.  While the
average  ticket  price  on  products  purchased  under  managed  vision  care
reimbursement  plans  is  typically  lower,  managed  vision  care  transactions
generally  require  less  promotional  spending  and  advertising  support.  The
Company  believes  that  the increased volume resulting from managed vision care
relationships  also  compensates for the lower average ticket price.  During the
twenty-six weeks ended June 28, 2003, approximately 30.3% of the Company's total
revenues  were  derived from managed vision care programs, compared to 35.3% for
the  twenty-six weeks ended June 29, 2002; however, the Company expects that the
percent  of  penetration  will  normalize  in the 30% range as the transition to
funded  managed  vision  care  programs  continues  and  the  value retail offer
replaces activity under discount managed vision care plans.  Management believes
that  the  role  of managed vision care will continue to benefit the Company and
other  large  retail  optical  chains  with  strong  local  market shares, broad
geographic  coverage  and  sophisticated  information  management  and  billing
systems.

                                       13
<PAGE>

Results  of  Operations

<TABLE>
<CAPTION>

The  following  table  sets  forth  for  the  periods indicated certain statement of income data as a percentage of
net  revenues:

<S>                                              <C>           <C>  <C>        <C>  <C>           <C>  <C>        <C>
                                                           THIRTEEN                            TWENTY-SIX
                                                          WEEKS ENDED                          WEEKS ENDED
                                                    ------------------------            -------------------------
                                                    JUNE 29,         JUNE 28,           JUNE 29,         JUNE 28,
                                                      2002             2003               2002             2003
                                                    -------------------------           -------------------------
STATEMENT OF INCOME DATA:
NET REVENUES:
   Optical sales                                        99.2    %       99.1    %          99.1    %       99.0   %
   Management fee                                        0.8             0.9                0.9             1.0
                                                 ------------       ---------       ------------       ---------
Total net revenues                                     100.0           100.0              100.0           100.0

OPERATING COSTS AND EXPENSES:
   Cost of goods sold                                   31.1     *      31.6     *         31.2     *      30.7   *
   Selling, general and administrative expenses         59.8     *      60.3     *         56.7     *      57.6   *
   Amortization of intangibles:
      Noncompete and other intangibles                   0.9             0.1                0.9             0.1
                                                 ------------       ---------       ------------       ---------
Total operating costs and expenses                      91.1            91.1               87.9            87.5
                                                 ------------       ---------       ------------       ---------
INCOME FROM OPERATIONS                                   8.9             8.9               12.1            12.5
INTEREST EXPENSE, NET                                    6.2             5.5                5.5             5.3
INCOME TAX EXPENSE                                       0.3             2.4                0.3             1.3
                                                 ------------       ---------       ------------       ---------
NET INCOME                                               2.4     %       1.0    %           6.3     %       5.9   %
                                                 ============       =========       ============       =========

*  Percentages based on optical sales only

</TABLE>

THE THIRTEEN WEEKS ENDED JUNE 28, 2003 COMPARED TO THE THIRTEEN WEEKS ENDED JUNE
29,  2002.

Net  Revenues.  Net  revenues  increased to $89.7 million for the thirteen weeks
ended  June  28,  2003  from $89.6 million for the thirteen weeks ended June 29,
2002.  Comparable  store  sales decreased by 0.5% compared to the second quarter
of fiscal 2002.  Comparable transaction volume decreased by 0.2% compared to the
second  quarter  of  fiscal  2002  and  average  ticket  prices declined by 0.1%
compared  to the second quarter of fiscal 2002.  The Company opened seven stores
and  closed  one  store  in  the  second  quarter of 2003.  This relatively flat
performance  in average ticket and comparable transactions is a result of a soft
retail  environment  driven by weak consumer demand, high unemployment rates and
comparisons  to  a  strong fiscal 2002 second quarter comparable sales result of
9.1%.

Gross  Profit.  Gross  profit  from optical sales decreased to $60.8 million for
the thirteen weeks ended June 28, 2003 from $61.2 million for the thirteen weeks
ended June 29, 2002.  Gross profit as a percentage of optical sales decreased to
68.4%  for  the  thirteen weeks ended June 28, 2003 as compared to 68.9% for the

                                       14
<PAGE>

thirteen weeks ended June 29, 2002.  This percentage decrease was largely due to
the  decrease  in average ticket prices and the increase in contact lens product
mix  which  have  lower  profit  margins  than  traditional  lenses  and frames.

Selling  General  &  Administrative  Expenses  (SG&A).  SG&A  increased to $53.6
million  for  the  thirteen weeks ended June 28, 2003 from $53.1 million for the
thirteen  weeks  ended  June  29,  2002.  SG&A  as a percentage of optical sales
increased to 60.3% for the thirteen weeks ended June 28, 2003 from 59.8% for the
thirteen  weeks ended June 29, 2002.  This percentage increase was primarily due
to  the  addition  of  noncomparable  doctor  practices in four of the Company's
markets,  which  has  resulted  in  increased  doctor  payroll  expenditures. In
addition, the Company closed one store and opened seven new stores in the second
quarter  of fiscal 2003, which has resulted in increased occupancy expenditures.

Amortization  Expense.  Amortization  expense  decreased to $0.1 million for the
thirteen  weeks  ended  June  28,  2003 from $0.8 million for the thirteen weeks
ended  June  29,  2002.  This  decrease  was  largely due to a greater amount of
intangible  balances  having been fully amortized prior to the second quarter of
fiscal  2003  as  compared  with  the  second  quarter  of  fiscal  2002.

Net  Interest  Expense.  Net  interest expense decreased to $4.9 million for the
thirteen  weeks  ended  June  28,  2003 from $5.6 million for the thirteen weeks
ended  June 29, 2002.  This decrease was due to the decrease in outstanding debt
and  the  decrease  in  applicable  interest  rates.

Income  Tax  Expense.  Net  income tax expense increased to $2.1 million for the
thirteen  weeks  ended  June  28,  2003 from $0.3 million for the thirteen weeks
ended  June  29,  2002.  This increase was due to the depletion of the Company's
net  operating  loss  carryforward  during  the  first  quarter  of fiscal 2003.

Net  Income.  Net  income  for  the  thirteen weeks ended June 28, 2003 was $0.9
million.  Net  income  for  the  thirteen  weeks  ended  June  29, 2002 was $2.2
million.

THE  TWENTY-SIX WEEKS ENDED JUNE 28, 2003 COMPARED TO THE TWENTY-SIX WEEKS ENDED
JUNE  29,  2002.

Net Revenues.  The decrease in net revenues to $192.0 million for the twenty-six
weeks  ended  June  28,  2003 from $193.2 million for the twenty-six weeks ended
June 29, 2002 was largely the result of decreased comparable store sales of 1.9%
compared  to  the  twenty-six weeks ended June 29, 2002.  Comparable transaction
volume  decreased  by  0.8% compared to the twenty-six weeks ended June 29, 2002
and  average  ticket  prices  declined  by 1.0% compared to the twenty-six weeks
ended  June  29, 2002.  The decrease in comparable store sales, transactions and
average  ticket  prices was largely a result of a soft retail environment driven
by weak consumer demand, severe winter weather and general economic weakness and
comparisons to a strong comparable sales result of 9.9% for the twenty-six weeks
ended  June 29, 2002.  With the continuing weak environment and the trend toward
deeply  discounted  promotional  offers  in the optical market, sales generation
will  remain  challenging  for  the remainder of fiscal 2003. The Company opened
seven  stores  and  closed two stores during the twenty-six weeks ended June 28,
2003.

Gross  Profit.  Gross  profit from optical sales increased to $131.9 million for
the  twenty-six weeks ended June 28, 2003 from $131.8 million for the twenty-six
weeks  ended  June  29,  2002.  Gross  profit  as  a percentage of optical sales
increased  to  69.3% for the twenty-six weeks ended June 28, 2003 as compared to
68.8%  for  the  twenty-six weeks ended June 30, 2001.  This percentage increase
was  largely  due  to  a  continuation  of  improved  buying  efficiencies and a
favorable  mix  in non-branded frames. Non-branded frames have lower acquisition
costs  than  branded  frames  resulting  in  higher  margins.

                                       15
<PAGE>

Selling  General  &  Administrative  Expenses  (SG&A).  SG&A increased to $109.5
million for the twenty-six weeks ended June 28, 2003 from $108.6 million for the
twenty-six  weeks  ended  June  29, 2002.  SG&A as a percentage of optical sales
increased  to  57.6% for the twenty-six weeks ended June 28, 2003 from 56.7% for
the  twenty-six  weeks  ended  June  29,  2002.  This  percentage  increase  was
primarily  due  to the addition of noncomparable doctor practices in four of the
Company's  markets, which has resulted in increased doctor payroll expenditures.
In  addition,  the  Company closed two stores and opened seven new stores during
the  twenty-six  weeks  ended  June  28,  2003,  which has resulted in increased
occupancy  expenditures.

Amortization  Expense.  Amortization  expense  decreased to $0.1 million for the
twenty-six  weeks ended June 28, 2003 from $1.7 million for the twenty-six weeks
ended  June 29, 2002.  This decrease was largely due to intangible balances that
have  been  fully amortized compared to the twenty-six weeks ended June 28, 2003

Net  Interest  Expense.  Net interest expense decreased to $10.2 million for the
twenty-six weeks ended June 28, 2003 from $10.6 million for the twenty-six weeks
ended  June 29, 2002.  This decrease was due to the decrease in outstanding debt
and  the  decrease  in  applicable  interest  rates during the second quarter of
fiscal  2003.

Income  Tax  Expense.  Net  income tax expense increased to $2.6 million for the
twenty-six  weeks ended June 28, 2003 from $0.5 million for the twenty-six weeks
ended  June  29,  2002.  This increase was due to the depletion of the Company's
net  operating  loss  carryforward  during  the  first  quarter  of fiscal 2003.

Net  Income.  Net  income for the twenty-six weeks ended June 28, 2003 was $11.3
million.  Net  income  for  the  twenty-six  weeks ended June 29, 2002 was $12.2
million.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company's  capital  requirements  are  driven  principally  by  its
obligations  to  service  debt  and  to  fund  the  following  costs:

-     Construction  of  new  stores
-     Repositioning  of  existing  stores
-     Purchasing  inventory  and  equipment
-     Leasehold  improvements

     The  amount  of capital available to the Company will affect its ability to
service  its  debt  obligations  and  to  continue  to grow its business through
expanding  the  number  of  stores  and  increasing  comparable  store  sales.

SOURCES  OF  CAPITAL

     The  Company's  principal  sources  of  capital are from cash on hand, cash
flows  from  operating  activities  and  funding  from  the  New  Facilities (as
hereinafter defined).  Cash flows from operating activities provided net cash of
$14.5 million for the twenty-six weeks ended June 28, 2003 and $25.6 million for
the  twenty-six  weeks ended June 29, 2002.  As of June 28, 2003 the Company had
$5.8  million  of  cash  available  to  meet  its  obligations.

                                       16
<PAGE>

     Payments  on debt and incurrence of additional debt have been the Company's
principal  financing  activities.  Cash flows from financing activities used net
cash  of  $5.1  million for the twenty-six weeks ended June 28, 2003 compared to
$20.8  million  for  the  twenty-six  weeks  ended  June 29, 2002 largely due to
payments  of  $9.5  million  made  to  reduce  the outstanding balance under the
Revolver  (as  hereinafter  defined)  during the twenty-six weeks ended June 22,
2002.

     Working  capital  of  the  Company  primarily  consists  of  cash  and cash
equivalents,  accounts  receivable,  inventory,  accounts  payable  and  accrued
expenses.  The  largest expenditures of working capital occur each year on May 1
and  November  1 when the Company makes interest payments under the Notes, which
typically  range  between  $5.0  to  $6.0  million  per  payment.

     Capital  expenditures were $6.1 million for the twenty-six weeks ended June
28,  2003 compared to $6.2 million for the twenty-six weeks ended June 29, 2002.
Capital  expenditures  for  all  of 2003 are projected to be approximately $12.0
million. Of the planned 2003 capital expenditures, approximately $4.3 million is
related  to commitments to new stores and approximately $7.7 million is expected
to  be  for  systems  and  maintenance  of  existing  facilities.

LONG-TERM  DEBT

     CREDIT  FACILITY.  On  December 23, 2002, the Company entered into a credit
agreement  which consists of (i) the $55.0 million term loan facility (the "Term
Loan  A");  (ii)  the  $62.0 million term loan facility (the "Term Loan B"); and
(iii)  the  $25.0 million revolving credit facility (the "Revolver" and together
with the Term Loan A and Term Loan B, the "New Facilities"). The proceeds of the
New  Facilities  were  used  to  (i)  pay  long-term  debt outstanding under the
previous  credit  facility, (ii) redeem $20.0 million face value of subordinated
debt  at  a  cost  of $17.0 million, and (iii) pay fees and expenses incurred in
connection with the New Facilities. Thereafter, the New Facilities are available
to  finance  working  capital  requirements  and  general  corporate  purposes.

     Borrowings  under  the  New  Facilities  accrue  interest, at the Company's
option, at the Base Rate or the Libor rate, plus the applicable margin. The Base
Rate  is a floating rate equal to the higher of the overnight Federal Funds Rate
plus  %  or  the  Fleet  prime rate. The margins applicable to the Base Rate and
LIBOR  for  each  of  the  New  Facilities are set forth in the following table.

<TABLE>
<CAPTION>

<S>           <C>                <C>
NEW FACILITY  BASE RATE MARGIN   LIBOR MARGIN
------------  -----------------  -------------
Term Loan A.              3.25%          4.25%
------------  -----------------  -------------
Term Loan B.              3.75%          4.75%
------------  -----------------  -------------
Revolver . .              3.50%          4.50%
------------  -----------------  -------------
</TABLE>

     In  connection  with  the  borrowings  made  under  the New Facilities, the
Company  incurred  approximately  $4.8  million  in  debt  issuance costs. These
amounts  are  classified  within other assets in the accompanying balance sheets
and  are  being  amortized  over the life of the New Facilities. The unamortized
amount  of debt issuance costs as of June 28, 2003 related to the New Facilities
was  $4.2  million.

     At  June  28,  2003,  the  Company  had  $129.8  million  in  notes payable
outstanding  evidenced  by  the  Exchange  Notes (as hereinafter defined), $51.3
million  and  $62.0  million in term loans outstanding under the Term Loan A and
Term  Loan  B, respectively, $4.0 million outstanding under the revolving credit
facility  and  $2.4  million  in  capital  lease  and equipment obligations.  In
addition, in connection with the Company's acquisition of certain assets used at
the  "Hour  Eyes"  locations  in  Virginia  and  the  related long-

                                       17
<PAGE>

term  business  management  agreement the Company guaranteed a $1.0 million loan
made to an optometrist owning the optometric practice (the "Hour Eyes Loan"). On
April  24,  2003,  the  Hour  Eyes  Loan  was paid off with proceeds from a loan
directly from the Company to the optometrist owning the optometric practice. The
principal  of the new loan amortizes equally over ten years and is fully secured
by  the  stock  and  assets  of  the professional corporation through which such
optometrist  operates.  Interest on the Hour Eyes Loan is payable quarterly each
year until maturity at prime plus  2%  per  annum.

     The New Facilities are collateralized by all tangible and intangible assets
of  the  Company,  including  the  stock  of  its subsidiaries. In addition, the
Company must meet certain financial covenants including minimum EBITDA, interest
coverage,  leverage  ratio  and  capital  expenditures. As of June 28, 2003, the
Company  was  in  compliance  with  all  of  the  financial  covenants.

     NOTES.  In  1998,  the  Company  issued  $100.0 million aggregate principal
amount of its 9 1/8% Senior Subordinated Notes due 2008 (the "Fixed Rate Notes")
and  $50.0  million  aggregate  principal  amount  of its Floating Interest Rate
Subordinated  Term  Securities due 2008 (the "Floating Rate Notes" and, together
with  the Fixed Rate Notes, the "Notes"). In connection with the New Facilities,
the  Company  redeemed $20.0 million of the Floating Rate Notes. Interest on the
Notes  is  payable  semiannually on each May 1 and November 1 of each year until
maturity.  Interest  on  the  Fixed Rate Notes accrues at the rate of 9 1/8% per
annum.  The  Floating  Rate  Notes  bear  interest  at  a  rate per annum, reset
semiannually,  and  equal to LIBOR plus 3.98%. The Fixed Rate Notes and Floating
Rate  Notes  are  not  entitled  to  the  benefit of any mandatory sinking fund.

     The  Notes  are  guaranteed  on  a  senior subordinated basis by all of the
Company's  subsidiaries.  The  Notes  and  related  guarantees:

-    are  general  unsecured  obligations  of  the  Company  and the guarantors;
-    are  subordinated  in  right  of  payment  to all current and future senior
     indebtedness  including  indebtedness  under  the  New  Facilities;  and
-    rank  pari  passu  in  right of payment with any future senior subordinated
     indebtedness  of  the  Company  and  the  guarantors and senior in right of
     payment  with  any  future  subordinated obligations of the Company and the
     guarantors.

     The Company may redeem the Notes, at its option, in whole at any time or in
part  from  time to time. The redemption prices for the Fixed Rate Notes are set
forth  below  for  the  12-month  periods  beginning May 1 of the year set forth
below,  plus  in  each  case,  accrued  interest  to  the  date  of  redemption:

<TABLE>

<CAPTION>

<S>                  <C>
YEAR. . . . . . . .  REDEMPTION PRICE
-------------------  -----------------

2003. . . . . . . .           104.563%
2004. . . . . . . .           103.042%
2005. . . . . . . .           101.521%
2006 and thereafter           100.000%
</TABLE>

     Beginning  on  May 1, 2003, the Floating Rate Notes may be redeemed at 100%
of  the principal amount thereof plus accrued and unpaid interest to the date of
redemption.

     The  indenture  governing  the Notes contains certain covenants that, among
other  things,  limit  the  Company's  and  the  guarantors'  ability  to:

                                       18
<PAGE>

-     incur  additional  indebtedness;
-     pay dividends or make other distributions in respect of its capital stock;
-     purchase  equity  interests  or  subordinated  indebtedness;
-     create  certain  liens;
-     enter  into  certain  transactions  with  affiliates;
-     consummate  certain  asset  sales;  and
-     merge  or  consolidate.

     PREFERRED  STOCK.  In  1998,  the  Company  issued  300,000 shares of a new
series  of  preferred  stock,  par value $.01 per share (the "Preferred Stock").
Dividends on shares of the Preferred Stock are cumulative from the date of issue
(whether  or not declared) and are payable when and as may be declared from time
to  time  by  the  Board of Directors of the Company. Such dividends accrue on a
daily basis from the original date of issue at an annual rate per share equal to
13%  of the original purchase price per share, with such amount to be compounded
annually.  The  Preferred Stock will be redeemable at the option of the Company,
in  whole or in part, at $100 per share plus (i) the per share dividend rate and
(ii)  all  accumulated  and unpaid dividends, if any, to the date of redemption,
upon  occurrence  of  an  offering  of equity securities, a change of control or
certain  sales  of  assets.

     CONTRACTUAL  OBLIGATIONS. The Company is committed to make cash payments in
the  future  on  the  following  types  of  agreements.

-     Long  term  debt;  and
-     Operating  leases  for  stores  and  office  facilities

     The  following  table  reflects  a  summary  of  the  Company's contractual
obligations  as  of June  28,  2003.

<TABLE>

<CAPTION>

<S>                              <C>       <C>          <C>        <C>       <C>
                                                  Payments due by period
                                                  -----------------------
                                   Total   Less than 1    1 to 3   3 to 5    More than 5
   . . . . . . . . . . .                   .  Year        Years     Years       Years
-------------------------------  ---------  -------  ------------  --------  --------

Long Term Debt. . . . . . . . .  $ 247,110  $ 16,304     $ 35,042  $ 66,000  $ 129,764
Capital Lease Obligations . . .      2,405       152          496     1,757          -
Operating Leases. . . . . . . .    164,835    31,656       54,721    40,089     38,369
Purchase Obligations. . . . . .          -         -            -         -          -
                                 ---------  -------  ------------  --------   --------
Total future principal payments
   on contractual obligations .  $ 414,350  $ 48,112     $ 90,259  $107,846  $ 168,133
                                 =========  =======  ============  ========   ========
</TABLE>

     The  Company  has  no off-balance sheet debt unrecorded obligations and has
not  guaranteed  the  debt  of  any  other  party.


     FUTURE  CAPITAL  RESOURCES. Based upon current operations, anticipated cost
savings  and  future  growth,  the  Company  believes  that  its  cash flow from
operations, together with borrowings currently available under the Revolver, are
adequate  to  meet  its  anticipated  requirements  for working capital, capital
expenditures  and  scheduled  principal  and  interest payments through the next
twelve  (12)  months.  The  ability  of  the  Company  to  satisfy its financial
covenants  under the New Facilities, to meet its debt service obligations and to
reduce  its  debt will depend on the future performance of the Company, which in
turn, will be subject to general economic conditions and to financial, business,
and  other factors, including factors beyond the Company's control. In the event
the  Company  does  not  satisfy  its  financial

                                       19
<PAGE>

covenants  within the New Facilities, the Company may attempt to renegotiate the
terms  of  its  New  Facilities  with  its  lender for further amendments to, or
waivers  of, the financial covenants of the New Facilities. The Company believes
that  its  ability  to  repay  the  Term  Loan  A  and  Term  Loan B and amounts
outstanding  under  the  Revolver  and the Acquisition Facility at maturity will
likely  require  additional financing. The Company cannot assume that additional
financing  will  be  available  to  it.  A  portion  of the Company's debt bears
interest  at  floating  rates;  therefore,  its  financial condition is and will
continue  to  be  affected  by  changes  in  prevailing  interest  rates.

INFLATION

     The  impact  of  inflation  on  the  Company's  operations  has  not  been
significant  to date.  While the Company does not believe its business is highly
sensitive  to inflation, there can be no assurance that a high rate of inflation
would  not  have  an  adverse  impact  on  the  Company's  operations.

SEASONALITY  AND  QUARTERLY  RESULTS

     The  Company's  sales  fluctuate  seasonally.  Historically,  the Company's
highest  sales  and  earnings  occur  in  the  first  and third fiscal quarters;
however,  the  opening  of  new stores may affect seasonal fluctuations.  Hence,
quarterly results are not necessarily indicative of results for the entire year.

FORWARD-LOOKING  STATEMENTS

     Certain statements contained herein constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section  21E  of the Securities Exchange Act of 1934, as amended. All statements
other  than statements of historical facts included in this report regarding the
Company's  financial  position,  business  strategy,  budgets  and  plans  and
objectives  of  management for future operations are forward-looking statements.
Whenever  the  Company  makes  a statement that is not a statement of historical
fact  (such  as  when  the  Company  describes  what  it  "believes," "expects,"
"anticipates," or "intends" to do, and other similar statements), the Company is
making  a  forward  looking  statement.  Although  the management of the Company
believes  that the expectations reflected in such forward-looking statements are
reasonable,  it  can  give  no assurance that such expectations will prove to be
correct.  Such  forward-looking  statements  involve  known  and  unknown risks,
uncertainties  and  other factors that may cause the actual results, performance
or  achievements of the Company, or industry results, to be materially different
from  those  contemplated  or projected, forecasted, estimated or budgeted in or
expressed  or  implied by such forward-looking statements. Such factors include,
among  others,  the risk and other factors set forth under "Risk Factors" in the
Company's  Annual  Report on Form 10-K for fiscal 2002 as well as the following:
general  economic  and  business  conditions; industry trends; the loss of major
customers,  suppliers or managed vision care contracts; cost and availability of
raw  materials;  changes in business strategy or development plans; availability
and  quality  of  management; and availability, terms and deployment of capital.
SPECIAL  ATTENTION  SHOULD BE PAID TO THE FACT THAT CERTAIN STATEMENTS CONTAINED
HEREIN ARE FORWARD-LOOKING INCLUDING, BUT NOT LIMITED TO, STATEMENTS RELATING TO
(I)  THE  COMPANY'S ABILITY TO EXECUTE ITS BUSINESS STRATEGY (INCLUDING, WITHOUT
LIMITATION,  WITH  RESPECT  TO  NEW  STORE OPENINGS AND INCREASING THE COMPANY'S
PARTICIPATION  IN  MANAGED  VISION CARE PROGRAMS), (II) THE COMPANY'S ABILITY TO
OBTAIN  SUFFICIENT  RESOURCES  TO  FINANCE  ITS  WORKING  CAPITAL  AND  CAPITAL
EXPENDITURE NEEDS AND PROVIDE FOR ITS OBLIGATIONS; (III) THE CONTINUING SHIFT IN
THE  OPTICAL  RETAIL  INDUSTRY  OF

                                       20
<PAGE>

MARKET  SHARE FROM INDEPENDENT PRACTITIONERS AND SMALL REGIONAL CHAINS TO LARGER
OPTICAL  RETAIL  CHAINS;  (IV)  INDUSTRY  SALES GROWTH; (V) IMPACT OF REFRACTIVE
SURGERY  AND  OTHER CORRECTIVE VISION TECHNIQUES; (VI) DEMOGRAPHIC TRENDS; (VII)
THE COMPANY'S MANAGEMENT ARRANGEMENTS WITH PROFESSIONAL CORPORATIONS; (VIII) THE
COMPANY'S ABILITY TO OBTAIN ADDITIONAL FINANCING TO REPAY THE CREDIT FACILITY OR
NOTES  AT  MATURITY  AND  (IX)  THE CONTINUED MEDICAL INDUSTRY EFFORTS TO REDUCE
MEDICAL  COSTS  AND  THIRD  PARTY  REIMBURSEMENTS.

ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     The  Company  is  exposed  to  various  market  risks.  Market  risk is the
potential  loss  arising  from  adverse changes in market prices and rates.  The
Company  does  not  enter  into  derivative  or  other financial instruments for
trading  or  speculative  purposes.  There  have been no material changes in the
Company's  market  risk  during  the  first quarter of fiscal 2003.  For further
discussion,  refer  to  the Eye Care Centers of America, Inc.'s annual report on
Form  10-K  for  the  year  ended  December  28,  2002.

     The  Company's  primary  market  risk exposure is interest rate risk. As of
June  28,  2003, $147.1 million of the Company's long-term debt bore interest at
variable rates.  Accordingly, the Company's net income is affected by changes in
interest  rates  with  specific vulnerability to changes in LIBOR. For every two
hundred basis point change in the average interest rate under the $147.1 million
in  long-term  borrowings, the Company's annual interest expense would change by
approximately  $2.9  million.

     In  the event of an adverse change in interest rates, management could take
actions to mitigate its exposure. However, due to the uncertainty of the actions
that  would  be  taken and their possible effects, this analysis assumes no such
actions.  Further,  this analysis does not consider the effects of the change in
the  level of overall economic activity that could exist in such an environment.

ITEM  4.     CONTROLS  AND  PROCEDURES

     In  accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an
evaluation,  under  the  supervision  and  with the participation of management,
including  our  Chief  Executive  Officer  and  Chief  Financial Officer, of the
effectiveness  of  the  design  and  operation  of  our  disclosure controls and
procedures  as  of  the end of the period covered by this report.  Based on that
evaluation,  our  Chief  Executive Officer and Chief Financial Officer concluded
that  the  design  and  operation of our disclosure controls and procedures were
effective  as  of June 28, 2003 to provide reasonable assurance that information
required  to  be  disclosed in our reports filed or submitted under the Exchange
Act  is  recorded,  processed,  summarized  and reported within the time periods
specified  in  the  Securities  and  Exchange  Commission's  rules  and  forms.

     There  has been no change in our internal controls over financial reporting
that  occurred during the thirteen weeks ended June 28, 2003 that has materially
affected,  or  is  reasonably likely to materially affect, our internal controls
over  financial  reporting.

                                       21
<PAGE>

                           PART II. OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     The  Company is a party to routine litigation in the ordinary course of its
business.  There  have  been  no  such  pending  matters, individually or in the
aggregate,  that  the management of the Company has deemed to be material to the
business or financial condition of the Company that have arisen during the first
quarter  of  fiscal 2003.  For further discussion, refer to the Company's annual
report  on  Form  10-K  for  the  year  ended  December  28,  2002.

ITEM  5.  OTHER  INFORMATION

     Effective  April  30,  2003,  Eye  Care Centers of America, Inc. ("Parent")
completed  an internal restructuring of certain of its operations (the "Internal
Restructuring").   The  operations  and  assets  of  the  Parent's  subsidiaries
existing  prior  to  the  Internal  Restructuring  (which, prior to the Internal
Restructuring,  comprised approximately 51.5% of the total revenues and 61.2% of
the  total  assets of the Company, on a consolidated basis) were not affected by
the  Internal  Restructuring,  and the Company's ownership of these subsidiaries
remained  unchanged.  Generally,  the  Internal  Restructuring  resulted  in the
operating  assets held by the Company being transferred to various newly-formed,
wholly-owned  subsidiaries.  As  a  result of the Internal Restructuring, Parent
will  hold  the  stock  of  its subsidiaries and will not have any store, lab or
distribution  operations.

     The  purposes  of  the  Internal  Restructuring  included  the  following:

-    to  permit  greater flexibility in the management and financing of existing
     and  future  business  operations;
-    to  facilitate  the  Company's  entry  into  new  businesses;
-    to  enable  the  Company  to  achieve  certain  tax  benefits;  and
-    to  further  the objectives of the Company's businesses, and any additional
     businesses  acquired  in the future, on a more self-sufficient, independent
     economic  basis  while decreasing the risk that liabilities attributable to
     any  one  of  the Company's businesses could be imposed upon one or more of
     the  Company's  unrelated  businesses.

                                       22
<PAGE>

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

<TABLE>
<CAPTION>

<C>   <S>

3.1  Restated  Articles of Incorporation of Eye Care Centers of America Inc. (a)
3.2  Statement  of  Resolution  of the Board of Directors of Eye Care Centers of
     America,  Inc.  designating  a  series  of  Preferred  Stock.  (a)
3.3  Amended  and  Restated  By-laws  of  Eye  Care Centers of America, Inc. (a)
4.1  Indenture,  dated  as of April 24, 1998, among Eye Care Centers of America,
     Inc.,  the  Guarantors named therein and United States Trust Company of New
     York,  as  Trustee  for  the  9 1/8% Senior Subordinated Notes Due 2008 and
     Floating  Interest  Rate  Subordinated  Term  Securities.  (c)
4.2  Form  of  Fixed  Rate  Exchange  Note.  (b)
4.3  Form  of  Floating  Rate  Exchange  Note.  (b)
4.4  Form  of  Guarantee.  (b)
4.5  Registration  Rights  Agreement,  dated  April24,  1998,  between  Eye Care
     Centers  of  America,  Inc.,  the  subsidiaries  of  the  Company  named as
     guarantors  therein, BT Alex. Brown Incorporated and Merrill Lynch, Pierce,
     Fenner  &  Smith  Incorporated.  (a)
10.4 Promisory  note  dated  as  of  April  24,  2003  among Eye Care Centers of
     America,  Inc.  and  Daniel  Poth,  O.D.  (d)
10.5 Professional  Business  Management  Agreement  dated  May  25, 2003, by and
     between  EyeMasters, Inc., a Delaware corporation, and S.L. Christensen, O.D.
     and  Associates,  P.C.,  an  Arizona  professional  corporation.  (e)
10.6 Professional  Business  Management  Agreement  dated  May  12, 2003, by and
     between  EyeMasters, Inc., a Delaware corporation, and Michael J. Martin O.D.
     and  Associates,  P.C.,  P.C.,  a  Georgia  professional  corporation. (e)
31.1 Certification  of  Chief  Executive  Officer  (e)
31.2 Certification  of  Chief  Financial  Officer  (e)
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__________

(a)  Incorporated by reference from the Registration Statement on Form S-4 (File
     No.  333  -  56551).

(b)  Previously provided with, and incorporated by reference from, the Company's
     Quarterly  Report  on  Form  10-Q for the quarter ended September 29, 2001.

(c)  Previously provided with, and incorporated by reference from, the Company's
     Quarterly  Report  on  Form  10-Q for the quarter ended September 28, 2002.

(d)  Previously provided with, and incorporated by reference from, the Company's
     Quarterly  Report  on  Form  10-Q  for  the  quarter  ended March 29, 2003.

(e)  Filed  herewith

(B)  The  company  filed  no current reports on Form 8-K with the Securities and
     Exchange  Commission  during  the  thirteen  weeks  ended  June  28,  2003.

                                       23
<PAGE>

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<S>  <C>

                                   SIGNATURES
                        EYE CARE CENTERS OF AMERICA, INC.

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



Date: August 11, 2003
/s/  Alan E. Wiley
----------------------------------------------------
Alan E. Wiley
Executive Vice President and Chief Financial Officer
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