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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 MARCH 27, 2004.

                                       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 May 11, 2004
           -----                                  -----------------------------
   Common  Stock,  $.01  par  value                      7,397,689  shares

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

<PAGE>

<TABLE>
<CAPTION>

<S>       <C>                                                            <C>

                        EYE CARE CENTERS OF AMERICA, INC.

                                      INDEX

                                                                            PAGE
                                                                          NUMBER
                                                                         -------

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

            Condensed Consolidated Balance Sheets at December 27, 2003
                       and March 27, 2004 (Unaudited)                        2

            Condensed Consolidated Statements of Income for the
                       Thirteen Weeks Ended March 29, 2003 (Unaudited)
                       and March 27, 2004 (Unaudited)                        3

            Condensed Consolidated Statements of Cash Flows for the
                       Thirteen Weeks Ended March 29, 2003 (Unaudited)
                       and March 27, 2004 (Unaudited)                        4

            Notes to Condensed Consolidated Financial Statements          5-12

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                        13-20

Item 3.  Quantitative and Qualitative Disclosures About Market Risk         20

Item 4.  Controls and Procedures                                            20

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                  21

Item 6.  Exhibits and Reports on Form 8-K                                   22
</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 27,    MARCH 27,
                                              2003           2004
                                         --------------  -----------
ASSETS. . . . . . . . . . . .              . . . . .     (Unaudited)
CURRENT ASSETS:
   Cash and cash equivalents. . . . . .  $       3,809   $   13,331
   Accounts and notes receivable, net .         11,117       12,991
   Inventory. . . . . . . . . . . . . .         25,120       27,728
   Deferred income taxes, net . . . . .            570          570
   Prepaid expenses and other . . . . .          3,696        3,201
                                         --------------  -----------
Total current assets. . . . . . . . . .         44,312       57,821
PROPERTY & EQUIPMENT, net . . . . . . .         51,715       51,365
INTANGIBLE ASSETS . . . . . . . . . . .        107,423      107,423
OTHER ASSETS. . . . . . . . . . . . . .          8,631        8,070
DEFERRED INCOME TAXES, net. . . . . . .         13,445       13,033
                                         --------------  -----------
Total assets. . . . . . . . . . . . . .  $     225,526   $  237,712
                                         ==============  ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Accounts payable . . . . . . . . . .  $      21,360   $   24,971
   Current maturities of long-term debt         18,980       20,257
   Deferred revenue . . . . . . . . . .          5,743        5,916
   Accrued payroll expense. . . . . . .          5,429        6,587
   Accrued interest . . . . . . . . . .          3,213        5,775
   Other accrued expenses . . . . . . .          8,334       13,414
                                         --------------  -----------
Total current liabilities . . . . . . .         63,059       76,920
LONG TERM DEBT, less current maturities        219,845      208,779
DEFERRED RENT . . . . . . . . . . . . .          4,719        4,690
DEFERRED GAIN . . . . . . . . . . . . .          1,532        1,473
                                         --------------  -----------
Total liabilities . . . . . . . . . . .        289,155      291,862
                                         --------------  -----------
SHAREHOLDERS' DEFICIT:
   Common stock . . . . . . . . . . . .             74           74
   Preferred stock. . . . . . . . . . .         62,169       64,190
   Additional paid-in capital . . . . .         28,259       26,146
   Accumulated deficit. . . . . . . . .       (154,131)    (144,560)
                                         --------------  -----------
Total shareholders' deficit . . . . . . .      (63,629)     (54,150)
                                         --------------  -----------
                                         $     225,526   $  237,712
                                         ==============  ===========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements

                                        2
<PAGE>

<TABLE>
<CAPTION>

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


<S>                                                    <C>               <C>
                                                              THIRTEEN WEEKS
                                                                   ENDED
                                                       ---------------------------
                                                            MARCH 29,    MARCH 27,
                                                              2003          2004
                                                         -------------  ----------
  . . . . . . . . . . . . . . . . . . . .                 (Unaudited)  (Unaudited)
NET REVENUES:
   Optical sales . . . . . . . . . . . . . . . . . .        $  101,315  $  111,141
   Management fee. . . . . . . . . . . . . . . . . .             1,026         962
                                                      ----------------  ----------
Total net revenues . . . . . . . . . . . . . . . . .           102,341     112,103

OPERATING COSTS AND EXPENSES:
   Cost of goods sold. . . . . . . . . . . . . . . .            30,259      33,068
   Selling, general and administrative expenses. . .            55,912      59,576
   Amortization of noncompete and other intangibles.                55           -
                                                      ----------------  ----------
Total operating costs and expenses . . . . . . . . .            86,226      92,644
                                                      ----------------  ----------
INCOME FROM OPERATIONS . . . . . . . . . . . . . . .            16,115      19,459
INTEREST EXPENSE, NET. . . . . . . . . . . . . . . .             5,321       4,865
INCOME TAX EXPENSE . . . . . . . . . . . . . . . . .               434       5,023
                                                      ----------------  ----------
NET INCOME . . . . . . . . . . . . . . . . . . . . .        $  10,360   $    9,571
                                                      ================  ==========
</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>
                                                                               THIRTEEN WEEKS
                                                                                    ENDED
                                                                      ----------------------------
                                                                            MARCH 29,     MARCH 27,
                                                                               2003         2004
                                                                           -----------  -----------
  . . . . . . . . . . . . . . . . . . . . . . . . . . .                  . (Unaudited)  (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net income . . . . . . . . . . . . . . . . . . . . . . . . .      $    10,360   $    9,571
        Adjustments to reconcile net income to net cash provided by
                 operating activities:
             Depreciation and amortization.. . . . . . . . . . . . .            4,422        3,994
             Amortization of debt issue costs. . . . . . . . . . . .              498          441
             Deferred liabilities and other. . . . . . . . . . . . .             (834)         490
        Increase in operating assets and liabilities . . . . . . . .            2,939        8,534
                                                                      ----------------  -----------
Net cash provided by operating activities. . . . . . . . . . . . . .           17,385       23,030
                                                                      ----------------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
         Acquisition of property and equipment, net. . . . . . . . .           (3,255)      (3,637)
                                                                      ----------------  -----------
Net cash used in investing activities. . . . . . . . . . . . . . . .           (3,255)      (3,637)
                                                                      ----------------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
        Payments on debt and capital leases. . . . . . . . . . . . .           (5,226)      (9,801)
        Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .              (28)         (70)
                                                                      ----------------  -----------
Net cash used in financing activities. . . . . . . . . . . . . . . .           (5,254)      (9,871)
                                                                      ----------------  -----------
NET INCREASE IN CASH . . . . . . . . . . . . . . . . . . . . . . . .            8,876        9,522
CASH AND CASH EQUIVALENTS, beginning of period . . . . . . . . . . .            3,450        3,809
                                                                      ----------------  -----------
CASH AND CASH EQUIVALENTS, end of period . . . . . . . . . . . . . .      $    12,326   $   13,331
                                                                      ================  ===========
</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  all  of  our
accounts,  our  wholly  owned  subsidiaries'  accounts  and  certain  private
optometrists'  accounts  for  whom  we perform 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.

     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 27, 2003 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.  We
believe  that  all adjustments considered necessary for a fair presentation have
been  included and are of a normal, recurring nature.  Operating results for the
thirteen  week  period  March  27,  2004  are  not necessarily indicative of the
results  that may be expected for the fiscal year ended January 1, 2005 ("fiscal
2004").  For further information, refer to the consolidated financial statements
and  footnotes  thereto  included in our annual report on Form 10-K for the year
ended  December  27,  2003  ("fiscal  2003").

2.  CRITICAL  ACCOUNTING  POLICIES

     Critical  accounting policies are those that require us 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 us 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.  We  have  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,
optometrist  management  fees,  credit  card  companies,  merchandise,  rent and
license  fee  receivables.  Our  allowance  for  doubtful  accounts  requires
significant  estimation  and  primarily  consists of amounts owed to us by third
party  insurance  payors.  This  estimate  is  based  on the historical ratio of
collections  to  billings.  Our allowance for doubtful accounts was $3.2 million
at  March  27,  2004.

-     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.  Our  inventory  reserves require significant estimation and are
based  on  product  with  low  turnover  or  deemed by us to be unsaleable.  Our
inventory  reserve  was  $1.0  million  at  March  27,  2004.

                                        5
<PAGE>

-     Intangible assets represent approximately 45% of our assets and consist of
the amounts by which the purchase price exceeds the market value of acquired net
assets  ("goodwill"), management agreements and noncompete agreements.  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.  This  fair  value  estimation  requires  significant  judgment  by  us.

-     Valuation  allowances  for  deferred tax assets reduce deferred tax assets
when  it is deemed more likely than not that some portion or all of the deferred
tax  assets  will  expire  before  realization  of  the  benefit  or that future
deductibility  is  not  probable due to taxable losses.  Although realization is
not  assured  due  to  historical  taxable  income and the probability of future
taxable  income,  we believe it is more likely than not that all of the deferred
tax  asset  will  be  realized.

-     We  maintain  our own self-insurance group health plan.  The plan provides
medical  benefits  for participating employees.  We have an employers' stop loss
insurance  policy to cover individual claims in excess of $150,000 per employee.
The  amount  charged  to health insurance expense is based on estimates obtained
from  an actuarial firm.  We believe the accrued liability of approximately $1.4
million,  which  is  included in other accrued expenses, as of March 27, 2004 is
adequate  to  cover  future  benefit  payments for claims that occurred prior to
March  27,  2004.

3.  RELATED  PARTY  TRANSACTIONS

     In  connection with the recapitalization of the company in 1998, we entered
into  a  management agreement with THL Equity Advisors IV, LLC, or THL Advisors,
dated  as  of April 24, 1998.  Pursuant to the management agreement, in addition
to  one  time  fees  that  were  payable  to  THL  Advisors  at  the time of the
recapitalization,  THL  Advisors is entitled to receive (i) management and other
consulting  services  fees  of  $500,000 per year, payable quarterly in advance,
(ii)  one  percent  (1.0%)  of the gross purchase price for acquisitions for its
participation in the negotiation and consummation of any such acquisition, (iii)
reimbursement  of  out-of-pocket  expenses  and (iv) indemnification for certain
liabilities  incurred  in  connection  with  the provision of services under the
management  agreement.  For  each  of  the thirteen week periods ended March 29,
2003  and  March  27,  2004, we paid THL Advisors aggregate fees and expenses of
approximately  $125,000,  related  to  the management agreement.  The management
agreement continues unless and until terminated by mutual consent of the parties
in writing, for so long as THL Advisors provides management and other consulting
services  to  us.

     During  fiscal  1998,  Bernard W. Andrews, one of our directors and who was
our  Chief  Executive  Officer at the time, purchased $1.0 million of our common
stock,  which  was  paid for by the delivery by Mr. Andrews of a promissory note
payable  to  us with and original purchase amount of $1.0 million.  Mr. Andrews'
promissory  note  is  accruing  interest  at  a fixed annual rate of 9.0% and is
secured  by  96,061  shares  of  our  common  stock  held  by Bernard W. Andrews
Revocable  Trust  U/A.  As  of December 27, 2004, the accrued interest amount of
Mr.  Andrews'  promissory  note  was  $456,500.

4.  INCOME  TAXES

     We  record  income  taxes  under  SFAS  No. 109 using the liability method.
Under  this  method, deferred tax assets and liabilities are determined based on
differences  between financial reporting and tax bases of assets and liabilities
and  are  measured  using  the enacted tax rates and laws that will be in effect
when  the  differences  are  expected  to  reverse.

                                        6
<PAGE>

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

<TABLE>
<CAPTION>



<S>                                    <C>            <C>
                                        THIRTEEN        THIRTEEN
                                       WEEKS ENDED     WEEKS ENDED
                                         MARCH 29,       MARCH 27,
                                           2003            2004
                                       -------------  ------------
   . . . . . . . . . . . .              (UNAUDITED)    (UNAUDITED)

Cash paid for interest. . . . . . . .  $         706  $      1,868
Dividends accrued on preferred stock.  $       1,779  $      2,021
Cash paid for taxes . . . . . . . . .  $         419  $         60
</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 Accounting
Principles  Board  Opinion  30.  We  adopted the statement on December 29, 2002.
While the adoption of SFAS 145 resulted in the reclassification of extraordinary
gain  to  ordinary  gain,  the  adoption  of SFAS 145 did not have a significant
impact  on  our  results  of  operations  or  financial  position.

     In  December  2002,  SFAS  148,  "Accounting for Stock-Based Compensation -
Transition  and  Disclosure"  was issued by the FASB. This statement 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  statement  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. We adopted the statement on
December  29, 2002 and continue to account for stock-based employee compensation
under  the  intrinsic  value  method.  As all options are granted at fair market
value, there is no compensation expense recorded for option grants. For purposes
of  pro  forma disclosures, the estimated fair value of the options is amortized
to expense over the options' vesting periods. The pro forma calculations include
only  the  effects  of  2002 and 2003 grants as all grants previous to 2002 were
exercised  or  cancelled. As such, the impacts are not necessarily indicative of
the effects on reported net income of future years. Our pro forma net income for
the  thirteen  weeks  ended  March  29,  2003 and March 27, 2004 are as follows:

<TABLE>
<CAPTION>

<S>                                            <C>            <C>
                                                        THIRTEEN
                                                       WEEKS ENDED
                                               -------------------------
                                                MARCH 29,      MARCH 27,
                                                  2003           2004
                                               -------------  ----------
   . . . . . . . . . . . . . . . .              (UNAUDITED)  (UNAUDITED)
Net income. . . . . . . . . . . . . . . . . .  $      10,360  $    9,571
Fair value based method compensation expense.             37          40
                                               -------------  ----------
Pro forma net income. . . . . . . . . . . . .  $      10,323  $    9,531
                                               =============  ==========
</TABLE>

                                        7
<PAGE>

     In  January  2003,  the FASB issued Interpretation No. 46, Consolidation of
Variable  Interest  Entities,  an interpretation of ARB No. 51 ("FIN 46").  As a
result,  a  variable  interest entity is to be consolidated by a company if that
company  is subject to a majority of the risk of loss from the variable interest
entity's  activities  or  is  entitled  to  receive  a  majority of the entity's
residual  returns  or  both.  The interpretation also requires disclosures about
variable  interest  entities that the company is not required to consolidate but
in which it has a significant variable interest.  On December 24, 2003, the FASB
issued  a  revision  to  FIN 46, Revised Interpretation 46 ("FIN 46R").  FIN 46R
codifies  both  the proposed modifications and other decisions previously issued
through  certain  FASB  Staff  Positions  and  supercedes  FIN 46 to include (1)
deferring  the  effective  date  of  the Interpretation's provisions for certain
variable  interests, (2) providing additional scope exceptions for certain other
variable interests, (3) clarifying the impact of troubled debt restructurings on
the  requirement  to  reconsider  (a)  whether  an entity is a variable interest
entity  or  (b)  which  party  is the primary beneficiary of a variable interest
entity,  and (4) revising Appendix B of FIN 46 to provide additional guidance on
what  constitutes  a variable interest.  We adopted FIN 46R on December 27, 2003
and  the adoption did not have a significant impact on our results of operations
or  financial  position.

7.  SUBSEQUENT  EVENT

     On  May  7,  2004,  we  filed a Registration Statement on Form S-1 with the
Securities and Exchange Commission (the "SEC") for an initial public offering of
Income  Units, where each Income Unit will represent a share of our newly issued
class  A  common  stock  and  a  newly  issued  senior  subordinated  note.  The
transactions  contemplated  by  this  Registration  Statement are subject to SEC
approval  and  we  can  provide  no  assurance  that  these transactions will be
completed.  A  copy  of  the  Registration  Statement  is  publicly available at
http://www.sec.gov.

8.  CONDENSED  CONSOLIDATING  INFORMATION  (UNAUDITED)

     The  $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") were issued by
us  and are guaranteed by all of our subsidiaries but are not guaranteed by ODs.
The  subsidiaries  are  wholly  owned  by  us  and  the  guarantees  are  full,
unconditional  and  joint  and  several.  The  following condensed consolidating
financial information presents (i) our financial position, results of operations
and  cash  flows,  as  parent, as if we accounted for our subsidiaries using the
equity  method, (ii) the subsidiaries, and (iii) ODs. There were no transactions
between the subsidiaries during any of the periods presented. Separate financial
statements  of  the  subsidiaries  are not presented herein as we do not believe
that  such  statements  would  be  material  to  investors.

                                        8
<PAGE>

<TABLE>
<CAPTION>

                                        CONSOLIDATING BALANCE SHEET
                                             DECEMBER 27, 2003

<S>                                      <C>          <C>             <C>       <C>             <C>
                                                       Guarantor                              Consolidated
                                         Parent       Subsidiaries    ODs       Eliminations    Company
                                         -----------  --------------  --------  --------------  ----------
ASSETS
Current assets:
   Cash and cash equivalents. . . . . .  $       67   $       3,501   $   241   $           -   $   3,809
   Accounts and notes receivable. . . .     166,924          48,875     2,847        (207,529)     11,117
   Inventory. . . . . . . . . . . . . .           -          22,941     2,179               -      25,120
   Deferred income taxes, net . . . . .         570               -         -               -         570
   Prepaid expenses and other . . . . .           -           3,648        48               -       3,696
                                         -----------  --------------  --------  --------------  ----------
Total current assets. . . . . . . . . .     167,561          78,965     5,315        (207,529)     44,312
Property and equipment. . . . . . . . .           -          51,715         -               -      51,715
Intangibles . . . . . . . . . . . . . .         166         107,195        87             (25)    107,423
Other assets. . . . . . . . . . . . . .       6,414           2,217         -               -       8,631
Deferred income taxes, net. . . . . . .      13,445               -         -               -      13,445
Investment in subsidiaries. . . . . . .      (6,952)              -         -           6,952           -
                                         -----------  --------------  --------  --------------  ----------
Total Assets. . . . . . . . . . . . . .  $  180,634   $     240,092   $ 5,402   $    (200,602)  $ 225,526
                                         ===========  ==============  ========  ==============  ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable . . . . . . . . . .  $      341   $     221,829   $ 6,719   $    (207,529)  $  21,360
   Current portion of long-term debt. .      18,750             230         -               -      18,980
   Deferred revenue . . . . . . . . . .         512           4,785       446               -       5,743
   Accrued payroll expense. . . . . . .           -           5,027       402               -       5,429
   Accrued interest . . . . . . . . . .       3,213               -         -               -       3,213
   Other accrued expenses . . . . . . .         246           6,889     1,199               -       8,334
                                         -----------  --------------  --------  --------------  ----------
Total current liabilities . . . . . . .      23,062         238,760     8,766        (207,529)     63,059
Long-term debt, less current maturities     217,789           2,056         -               -     219,845
Deferred rent . . . . . . . . . . . . .           -           4,570       149               -       4,719
Deferred gain . . . . . . . . . . . . .       1,213             319         -               -       1,532
                                         -----------  --------------  --------  --------------  ----------
Total liabilities . . . . . . . . . . .     242,064         245,705     8,915        (207,529)    289,155
                                         -----------  --------------  --------  --------------  ----------
Shareholders' deficit:
   Common stock . . . . . . . . . . . .          74               -         -               -          74
   Preferred stock. . . . . . . . . . .      62,169               -         -               -      62,169
   Additional paid-in capital . . . . .      30,458              25    (2,199)            (25)     28,259
   Accumulated deficit. . . . . . . . .    (154,131)         (5,638)   (1,314)          6,952    (154,131)
                                         -----------  --------------  --------  --------------  ----------
Total shareholders' deficit . . . . . . .   (61,430)         (5,613)   (3,513)          6,927     (63,629)
                                         -----------  --------------  --------  --------------  ----------
                                         $  180,634   $     240,092   $ 5,402   $    (200,602)  $ 225,526
                                         ===========  ==============  ========  ==============  ==========
</TABLE>

                                        9
<PAGE>

<TABLE>
<CAPTION>

                                     CONDENSED CONSOLIDATING INCOME STATEMENT
                                    FOR THE THIRTEEN WEEKS ENDED MARCH 29, 2003


<S>                                                  <C>         <C>             <C>      <C>             <C>
                                                                   Guarantor                          Consolidated
                                                     Parent      Subsidiaries    ODs      Eliminations    Company
                                                     ----------  --------------  -------  --------------  --------
Revenues:
   Optical sales. . . . . . . . . . . . . . . . . .  $   49,237  $      31,377   $20,701  $           -   $101,315
   Management fees. . . . . . . . . . . . . . . . .         217          6,928         -         (6,119)     1,026
   Equity earnings in subsidiaries. . . . . . . . .      11,833              -         -        (11,833)         -
                                                     ----------  --------------  -------  --------------  --------
Total net revenues. . . . . . . . . . . . . . . . .      61,287         38,305    20,701        (17,952)   102,341
Operating costs and expenses:
   Cost of goods sold . . . . . . . . . . . . . . .      15,643         10,420     4,196              -     30,259
   Selling, general and administrative expenses . .      29,695         17,280    15,056         (6,119)    55,912
   Amortization of noncompete and other intangibles           -             55         -              -         55
                                                     ----------  --------------  -------  --------------  --------
Total operating costs and expenses. . . . . . . . .      45,338         27,755    19,252         (6,119)    86,226
                                                     ----------  --------------  -------  --------------  --------
Income from operations. . . . . . . . . . . . . . .      15,949         10,550     1,449        (11,833)    16,115
Interest expense, net . . . . . . . . . . . . . . .       5,155            164         2              -      5,321
Income tax expense. . . . . . . . . . . . . . . . .         434           (579)      579              -        434
                                                     ----------  --------------  -------  --------------  --------
Net income. . . . . . . . . . . . . . . . . . . . .  $   10,360  $      10,965   $   868  $     (11,833)  $ 10,360
                                                     ==========  ==============  =======  ==============  ========
</TABLE>


<TABLE>
<CAPTION>

                                      CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                        FOR THE THIRTEEN WEEKS ENDED MARCH 29, 2003

<S>                                                         <C>          <C>             <C>     <C>             <C>
                                                                          Guarantor                           Consolidated
                                                            Parent       Subsidiaries    ODs     Eliminations    Company
                                                            -----------  --------------  ------  --------------  ---------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . .  $   10,360   $      10,965   $ 868   $     (11,833)  $ 10,360
Adjustments to reconcile net income to net
   cash provided by (used in) operating activities:
   Depreciation and amortization . . . . . . . . . . . . .       2,649           1,773       -               -      4,422
   Amortization of debt issue costs. . . . . . . . . . . .         498               -       -               -        498
   Deferred liabilities and other. . . . . . . . . . . . .        (633)             82    (283)              -       (834)
   Equity earnings in subsidiaries . . . . . . . . . . . .     (11,833)              -       -          11,833          -
   Increase/(decrease) in operating assets and liabilities      14,427         (10,887)   (601)              -      2,939
                                                            -----------  --------------  ------  --------------  ---------
Net cash provided by (used in) operating activities. . . .      15,468           1,933     (16)              -     17,385
                                                            -----------  --------------  ------  --------------  ---------
Cash flows from investing activities:
   Acquisition of property and equipment . . . . . . . . .      (2,864)           (391)      -               -     (3,255)
                                                            -----------  --------------  ------  --------------  ---------
Net cash used in investing activities. . . . . . . . . . .      (2,864)           (391)      -               -     (3,255)
                                                            -----------  --------------  ------  --------------  ---------
Cash flows from financing activities:
   Payments on debt and capital leases . . . . . . . . . .      (5,202)            (24)      -               -     (5,226)
   Payments for financing fees . . . . . . . . . . . . . .         (28)              -       -               -        (28)
                                                            -----------  --------------  ------  --------------  ---------
Net cash used in financing activities. . . . . . . . . . .      (5,230)            (24)      -               -     (5,254)
                                                            -----------  --------------  ------  --------------  ---------
Net Increase/(decrease) in cash and cash equivalents . . .       7,374           1,518     (16)              -      8,876
Cash and cash equivalents at beginning of period . . . . .         554           2,532     364               -      3,450
                                                            -----------  --------------  ------  --------------  ---------
Cash and cash equivalents at end of period . . . . . . . .  $    7,928   $       4,050   $ 348   $           -   $ 12,326
                                                            ===========  ==============  ======  ==============  =========
</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>

                                      CONDENSED CONSOLIDATING BALANCE SHEET
                                                  MARCH 27, 2004

<S>                                             <C>          <C>             <C>       <C>             <C>
                                                              Guarantor                              Consolidated
                                                Parent       Subsidiaries    ODs       Eliminations    Company
                                                -----------  --------------  --------  --------------  ----------
ASSETS
Current assets:
   Cash and cash equivalents . . . . . . . . .  $      125   $      12,807   $   399   $           -   $  13,331
   Accounts and notes receivable . . . . . . .     155,739          50,697     4,396        (197,841)     12,991
   Inventory . . . . . . . . . . . . . . . . .           -          25,463     2,265               -      27,728
   Deferred income taxes . . . . . . . . . . .         570               -         -               -         570
   Prepaid expenses and other. . . . . . . . .           -           3,154        47               -       3,201
                                                -----------  --------------  --------  --------------  ----------
Total current assets . . . . . . . . . . . . .     156,434          92,121     7,107        (197,841)     57,821

Property and equipment . . . . . . . . . . . .           -          51,299        66               -      51,365
Intangibles. . . . . . . . . . . . . . . . . .         166         107,195        87             (25)    107,423
Other assets . . . . . . . . . . . . . . . . .       6,415           1,655         -               -       8,070
Deferred income taxes. . . . . . . . . . . . .      13,033               -         -               -      13,033
Investment in subsidiaries . . . . . . . . . .       7,345          (7,345)        -               -           -
                                                -----------  --------------  --------  --------------   --------
Total assets . . . . . . . . . . . . . . . . .  $  183,393   $     252,270   $ 7,260   $    (205,211)  $ 237,712
                                                ===========  ==============  ========  ==============  ==========
LIABILITIES AND SHAREHOLDERS' EQUITY/(DEFICIT)
Current liabilities:
   Accounts payable. . . . . . . . . . . . . .  $      162   $     213,890   $ 8,760   $    (197,841)  $  24,971
   Current portion of long-term debt . . . . .      20,000             257         -               -      20,257
   Deferred revenue. . . . . . . . . . . . . .          33           5,424       459               -       5,916
   Accrued payroll expense . . . . . . . . . .           -           6,246       341               -       6,587
   Accrued interest. . . . . . . . . . . . . .       5,775               -         -               -       5,775
   Other accrued expenses. . . . . . . . . . .          24          12,437       953               -      13,414
                                                -----------  --------------  --------  --------------  ----------
Total current liabilities. . . . . . . . . . .      25,994         238,254    10,513        (197,841)     76,920
Long-term debt, less current maturities. . . .     206,801           1,978         -               -     208,779
Deferred rent. . . . . . . . . . . . . . . . .           -           4,533       157               -       4,690
Deferred gain. . . . . . . . . . . . . . . . .       1,213             260         -               -       1,473
                                                -----------  --------------  --------  --------------  ----------
Total liabilities. . . . . . . . . . . . . . .     234,008         245,025    10,670        (197,841)    291,862
Shareholders' equity/(deficit)
   Common stock. . . . . . . . . . . . . . . .          74               -         -               -          74
   Preferred stock . . . . . . . . . . . . . .      64,190               -         -               -      64,190
   Additional paid-in capital. . . . . . . . .      29,681          (1,016)   (2,494)            (25)     26,146
  Accumulated equity/(deficit) . . . . . . . .    (144,560)          8,261      (916)         (7,345)   (144,560)
                                                -----------  --------------  --------  --------------  ----------
Total shareholders' equity/(deficit) . . . . . .   (50,615)          7,245    (3,410)         (7,370)    (54,150)
                                                -----------  --------------  --------  --------------  ----------
                                                $  183,393   $     252,270   $ 7,260   $    (205,211)  $ 237,712
                                                ===========  ==============  ========  ==============  ==========
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>

                                    CONDENSED CONSOLIDATING INCOME STATEMENT
                                   FOR THE THIRTEEN WEEKS ENDED MARCH 27, 2004

<S>                                              <C>          <C>            <C>        <C>             <C>
                                                                Guarantor                           Consolidated
                                                 Parent       Subsidiaries   ODs        Eliminations    Company
                                                 -----------  -------------  ---------  --------------  --------
Revenues:
   Optical sales. . . . . . . . . . . . . . . .  $     (214)  $      88,306  $ 23,049   $           -   $111,141
   Management fees. . . . . . . . . . . . . . .          75           7,641         -          (6,754)       962
   Equity earnings in subsidiaries. . . . . . .      14,297               -         -         (14,297)         -
                                                 -----------  -------------  ---------  -------------- ---------
Total net revenues. . . . . . . . . . . . . . .      14,158          95,947    23,049         (21,051)   112,103
Operating costs and expenses:
   Cost of goods sold . . . . . . . . . . . . .       1,017          27,680     4,371               -     33,068
   Selling, general and administrative expenses      (1,070)         49,886    17,514          (6,754)    59,576
                                                 -----------  -------------  ---------  --------------  --------
Total operating costs and expenses. . . . . . .         (53)         77,566    21,885          (6,754)    92,644
                                                 -----------  -------------  ---------  --------------  --------
Income from operations. . . . . . . . . . . . .      14,211          18,381     1,164         (14,297)    19,459
Interest expense, net . . . . . . . . . . . . .       4,243             620         2               -      4,865
Income tax expense. . . . . . . . . . . . . . .         397           3,862       764               -      5,023
                                                 -----------  -------------  ---------  --------------  --------
Net income. . . . . . . . . . . . . . . . . . .  $    9,571   $      13,899  $    398   $     (14,297)  $  9,571
                                                 ===========  =============  =========  ==============  ========
</TABLE>


<TABLE>
<CAPTION>

                                      CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                        FOR THE THIRTEEN WEEKS ENDED MARCH 27, 2004

<S>                                                         <C>          <C>             <C>     <C>             <C>
                                                                           Guarantor                          Consolidated
                                                            Parent       Subsidiaries    ODs     Eliminations    Company
                                                            -----------  --------------  ------  --------------  ---------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . .  $    9,571   $      13,899   $ 398   $     (14,297)  $  9,571
Adjustments to reconcile net income to net
   Cash provided by (used in) operating activities:
   Depreciation and amortization . . . . . . . . . . . . .           -           3,994       -               -      3,994
   Amortization of debt issue costs. . . . . . . . . . . .          13             428       -               -        441
   Deferred liabilities and other. . . . . . . . . . . . .         (67)            536      21               -        490
   Equity earnings in subsidiaries . . . . . . . . . . . .     (14,297)          1,917       -          12,380          -
   Increase/(decrease) in operating assets and liabilities      14,588          (5,863)   (191)              -      8,534
                                                            -----------  --------------  ------  --------------  ---------
Net cash provided by operating activities. . . . . . . . .       9,808          14,911     228          (1,917)    23,030
                                                            -----------  --------------  ------  --------------  ---------
Cash flows from investing activities:
   Acquisition of property and equipment . . . . . . . . .           -          (3,637)      -               -     (3,637)
                                                            -----------  --------------  ------  --------------  ---------
Net cash used in investing activities. . . . . . . . . . .           -          (3,637)      -               -     (3,637)
                                                            -----------  --------------  ------  --------------  ---------
Cash flows from financing activities:
   Payments on debt and capital leases . . . . . . . . . .      (9,750)            (51)      -               -     (9,801)
   Other . . . . . . . . . . . . . . . . . . . . . . . . .           -               -     (70)              -        (70)
                                                            -----------  --------------  ------  --------------  ---------
Net cash used in financing activities. . . . . . . . . . .      (9,750)            (51)    (70)              -     (9,871)
                                                            -----------  --------------  ------  --------------  ---------
Net increase in cash and cash equivalents. . . . . . . . .          58          11,223     158          (1,917)     9,522
Cash and cash equivalents at beginning of period . . . . .          67           3,501     241               -      3,809
                                                            -----------  --------------  ------  --------------  ---------
Cash and cash equivalents at end of period . . . . . . . .  $      125   $      14,724   $ 399   $      (1,917)  $ 13,331
                                                            ===========  ==============  ======  ==============  =========
</TABLE>

                                       12
<PAGE>

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

INTRODUCTION

     We  are  the third largest optical retail chain as measured by net revenues
and  the  largest  company  focused  solely  on the optical retail sector in the
United  States.  We  currently  operate  374  stores in 33 states, including 310
directly-owned  optical  stores  and  64  stores  owned  by  an  optometrist's
professional  entity  and managed by us under management agreements.  We operate
in  the $16.3 billion optical retail market.  We believe that key drivers of our
performance  include  (i)  maximizing  our  store profitability, (ii) increasing
transactions  by  offering  both  convenience  and value to our customers, (iii)
capitalizing  on  the  continued  role of managed vision care, and (iv) actively
managing  our  store  base  in  targeted  markets.

     We  have  focused  on improving operating efficiencies and growing sales by
offering  convenience  and  value  to our customers. During the first quarter of
fiscal 2004, we continued to focus on our value retail promotion of two complete
pairs  of  single  vision  eyewear  for  $99.  Optical  sales increased 9.7% and
comparable  transaction volume increased 3.1% when compared to the first quarter
of  fiscal 2003. We believe these increases were largely the result of increased
promotional  activity  and  overall  improvement  in  the  optical  market.

     We  believe  that  optical  retail sales through funded managed vision care
programs  will continue to increase over the next several years.  We have made a
strategic  decision  to pursue funded managed vision care relationships in order
to  help our retail business grow.  Our net revenues derived from funded managed
care  plans  grew at the rate of 2.0% during the first quarter of fiscal 2004 as
compared  to  the  first quarter of fiscal 2003.  Discount managed care programs
will play a less significant role in our sales as our value retail offer becomes
more  developed  throughout  our stores.  Discount insurance programs consist of
relationships where the customer receives a pre-agreed upon discount on eye care
products  and  often  our  value  promotion prices are lower than these discount
prices.

     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 by us.  We
believe  that  the  increased  volume  resulting  from  managed  vision  care
relationships  also  compensates  for  the  lower  average  ticket  price  per
transaction.  During  the  first  quarter of fiscal 2004, approximately 30.0% of
our  optical  revenues  were  derived from managed vision care programs which is
approximately  the  percentage of penetration that we expect managed vision care
revenues  to  normalize at as our transition to funded programs develops and our
retail  value  offer  displaces  discount managed vision care plans.  We believe
that the role of managed vision care will continue to benefit us and other large
optical retail chains with strong local market shares, broad geographic coverage
and  sophisticated  information  management  and  billing  systems.

                                       13
<PAGE>

RESULTS  OF  OPERATIONS

     The  following table sets forth the percentage relationship to net revenues
of  certain  income statement data. The period-to-period comparison of financial
results  is  not  necessarily  indicative  of  future  results.

<TABLE>
<CAPTION>

<S>                                              <C>           <C>         <C>    <C>
                                                                THIRTEEN
                                                               WEEKS ENDED
                                                     ------------------------------
                                                      MARCH 29,           MARCH 27,
                                                        2003                2004
                                                     ------------        ----------
STATEMENT OF INCOME DATA:
NET REVENUES:
   Optical sales. . . . . . . . . . . . . . . .         99.0 %              99.1 %
   Management fee . . . . . . . . . . . . . . .          1.0           .     0.9
                                                     --------             --------
Total net revenues. . . . . . . . . . . . . . .        100.0           .   100.0

OPERATING COSTS AND EXPENSES:
   Cost of goods sold . . . . . . . . . . . . .         29.9 *              29.8  *
   Selling, general and administrative expenses         55.2 *              53.6  *
   Amortization of intangibles. . . . . . . . .          0.1           .     0.0
                                                     --------             --------
Total operating costs and expenses. . . . . . .         84.3           .    82.6
                                                     --------             --------
INCOME FROM OPERATIONS. . . . . . . . . . . . .         15.7           .    17.4
INTEREST EXPENSE, NET . . . . . . . . . . . . .          5.2           .     4.3
INCOME TAX EXPENSE. . . . . . . . . . . . . . .          0.4           .     4.5
                                                     --------             --------
NET INCOME. . . . . . . . . . . . . . . . . . .         10.1 %               8.5  %
                                                     ========             ========

*  Percentages based on optical sales only
</TABLE>

     The  following  is a discussion of certain factors affecting our results of
operations  from  the  first  quarter  of  fiscal  2003 as compared to the first
quarter  of fiscal 2004 and our liquidity and capital resources. This discussion
should  be  read  in  conjunction with the consolidated financial statements and
notes  thereto  included  elsewhere  in  this  document.

THE  THIRTEEN  WEEKS  ENDED  MARCH 27, 2004 COMPARED TO THE THIRTEEN WEEKS ENDED
MARCH  29,  2003.

Net  Revenues.  The  increase in net revenues to $112.1 million for the thirteen
weeks  ended  March  27,  2004  from $102.3 million for the thirteen weeks ended
March 29, 2003 was largely the result of the addition of ten new stores, nine of
which  were in the Atlanta market, during the last three quarters of fiscal 2003
and  a  comparable store sales increase of 4.9% compared to the first quarter of
fiscal 2003.  Transaction volume increased by 3.1% compared to the first quarter
of fiscal 2003 and average ticket prices increased by 2.1% compared to the first
quarter  of fiscal 2003.  The increase in comparable store

                                       14
<PAGE>

sales  and  transaction  volume  was the result of an overall improvement in the
retail  optical  market  and  an  increase  in promotional activity in the first
quarter  of  fiscal  2004. The increase in average ticket prices was largely the
result  of  the  increase in the sales mix of branded product which has a higher
price  point than non-branded frames. Funded managed vision care sales increased
by  2.0% compared to the first quarter of fiscal 2003. Total managed vision care
sales  decreased by 5.2% compared to the first quarter of fiscal 2003. The total
managed  vision  care  sales decline was primarily due to the discontinuation of
our  participation  in  discount,  affinity  and medicaid plans and the shift of
managed  care participants to our retail value promotion. In addition, we opened
three  stores  in  the  first  quarter  of  fiscal  2004.

Gross  Profit.  Gross  profit  increased to $78.1 million for the thirteen weeks
ended  March  27, 2004 from $71.1 million for the thirteen weeks ended March 29,
2003,  primarily  as  a  result  of  an  increase  in the sales of higher margin
products.  Gross  profit as a percentage of optical sales increased to 70.2% for
the  thirteen  weeks  ended March 27, 2004 as compared to 70.1% for the thirteen
weeks  ended  March  29,  2003.  This  relatively  flat trend was largely due to
increased  efficiencies in our lab processes which offset the increase in mix of
branded  frames  which  have  a higher acquisition cost than non-branded frames.

Selling  General  &  Administrative  Expenses  (SG&A).  SG&A  increased to $59.6
million  for  the thirteen weeks ended March 27, 2004 from $55.9 million for the
thirteen  weeks  ended  March  29, 2003 which is consistent with the increase in
sales.  SG&A,  as  a  percentage  of  optical  sales, decreased to 53.6% for the
thirteen  weeks  ended  March  27,  2004 from 55.2% for the thirteen weeks ended
March  29,  2003.  This percentage decrease was primarily due to increased sales
from  more  effective  advertising  promotions  with  advertising declining as a
percentage  of sales despite a minor increase in expenditures.  We also achieved
economies of scale in occupancy expense as the expense remained flat compared to
the  first  quarter  of  fiscal  2003  while  sales  improved.

Amortization  Expense.  No  amortization expense occurred for the thirteen weeks
ended  March  27,  2004 as compared to $0.1 million for the thirteen weeks ended
March  29,  2003.  Our  intangible  balances  have  been  fully  amortized.

Net  Interest  Expense.  Net  interest expense decreased to $4.9 million for the
thirteen  weeks  ended  March  27, 2004 from $5.3 million for the thirteen weeks
ended March 29, 2003.  This decrease was primarily due to lower outstanding debt
balances  as  compared  to  the  first  quarter  of  fiscal  2003.

Income  Tax  Expense.  Income  tax  expense  increased  to  $5.0 million for the
thirteen weeks ended March 27, 2004 from a $0.4 million expense for the thirteen
weeks  ended  March  29,  2003, due to the utilization of our net operating loss
deduction  in  the  first  quarter  of fiscal 2004.  During the first quarter of
fiscal 2003, our net operating loss fully offset taxable income and in the first
quarter  of  2004  our  remaining  net  operating  loss  balance  was  utilized.

Net  Income.  Net  income decreased to $9.6 million for the thirteen weeks ended
March  27,  2004  from $10.4 million for the thirteen weeks ended March 29, 2003
primarily  as  a  result  of  the  increase  in  income  tax  expense.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Our  capital  requirements  are  driven  principally  by our obligations to
service  debt  and  to  fund  the  following  costs:

-     Construction  of  new  stores
-     Repositioning  of  existing  stores

                                       15
<PAGE>

-     Purchasing  inventory  and  equipment
-     Leasehold  improvements

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

SOURCES  OF  CAPITAL

     Our  principal  sources  of  capital are from cash on hand, cash flows from
operating  activities  and  funding  from  our credit facility.  Cash flows from
operating  activities  provided net cash of $23.0 million for the thirteen weeks
ended  March  27,  2004 and $17.4 million for the thirteen weeks ended March 29,
2003.  As  of  March 27, 2004 we had $13.3 million of cash available to meet our
obligations.

     Payments  on  debt  have been our principal financing activity.  Cash flows
from  financing  activities used net cash of $9.9 million for the thirteen weeks
ended March 27, 2004 compared to $5.3 million for the thirteen weeks ended March
29,  2003.

     Our  working  capital  primarily  consists  of  cash  and cash equivalents,
accounts  receivable, inventory, accounts payable and accrued expenses and was a
deficit of $19.1 million for the thirteen weeks ended March 27, 2004.  Our level
of  working  capital  has  remained  relatively  consistent from March 29, 2003.

     Capital  expenditures  were $3.6 million for the thirteen weeks ended March
27,  2004  compared to $3.3 million for the thirteen weeks ended March 29, 2003.
Capital  expenditures  for  all  of 2004 are projected to be approximately $11.0
million.  Of  the  planned 2004 capital expenditures, approximately $3.4 million
is  related  to  commitments  to  new  stores  and approximately $7.6 million is
expected  to  be  for  maintenance  of  existing  facilities  and  systems.

LONG-TERM  DEBT

     CREDIT  FACILITY.  Our  existing  credit  facility  consists of (i) a $55.0
million  term  loan facility (the "Term Loan A"); (ii) a $62.0 million term loan
facility  (the  "Term  Loan  B");  and  (iii)  a  $25.0 million revolving credit
facility  (the "Revolver" and together with the Term Loan A and Term Loan B, the
"Facilities").

     Borrowings under the Facilities accrue interest, at our 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 1/2% or the
Fleet  prime rate. The margins applicable to the Base Rate and LIBOR for each of
the  Facilities  are  set  forth  in  the  following  table.

<TABLE>

<CAPTION>

<S>             <C>                  <C>
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 Facilities, we incurred
approximately $4.8 million in debt issuance costs.  These amounts are classified
within  other  assets in the accompanying

<PAGE>
                                       16

balance  sheets  and  are  being  amortized over the life of the Facilities. The
unamortized  amount  of  debt issuance costs as of March 27, 2004 related to the
Facilities  was  $3.2 million.

     At  March  27,  2004,  we  had  $129.8 million in notes payable outstanding
evidenced  by  the Exchange Notes, $35.0 million and $62.0 million in term loans
outstanding  under  the  Term  Loan  A  and  Term Loan B, respectively, and $2.2
million  in capital lease and equipment obligations. We had $22.8 million of our
revolving  credit facility available to finance working capital requirements and
general  corporate  purposes  as  of  March  27,  2004.

     The  Facilities  are  collateralized  by all of our tangible and intangible
assets,  including  the  stock  of  our subsidiaries.  In addition, we must meet
certain  financial  covenants  including  minimum  EBITDA,  interest  coverage,
leverage  ratio  and  capital  expenditures.  As  of  March 27, 2004, we were in
compliance  with  all  of  our  financial  covenants.

     NOTES.  In 1998, we issued $100.0 million aggregate principal amount of our
9  1/8%  Senior  Subordinated  Notes due 2008 (the "Fixed Rate Notes") and $50.0
million  aggregate  principal  amount of our Floating Interest Rate Subordinated
Term Securities due 2008 (the "Floating Rate Notes" and, together with the Fixed
Rate Notes, the "Notes").  We used a portion of the initial borrowings under the
Facilities  to redeem $20.0 million of the Floating Rate Notes.  Interest on the
Notes  is  payable  semiannually  on  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 our
subsidiaries.  The  Notes  and  related  guarantees:

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

     We  may  redeem  the  Notes, at our 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
-------------------      -----------------

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

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

<PAGE>
                                       17

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

-     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,  we  issued  300,000 shares of a new series of
preferred  stock (the "Preferred Stock"), par value $.01 per share. 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
our  Board  of  Directors.  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 our option, 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.  We  are  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 our contractual obligations as of
March  27,  2004:

<TABLE>

<CAPTION>

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

Long Term Debt. . . . . . . . .                 $226,800  $20,000       $35,000   $171,800  $     -
Capital Lease Obligations . . .                    2,236      257           581      1,039      359
Operating Leases. . . . . . . .                  157,816   32,189        53,821     40,335   31,471
Purchase Obligations. . . . . .                        -        -             -         -         -
                                                 -------  -------  ------------  --------  --------
Total future principal payments
   on contractual obligations .                 $386,852  $52,446       $89,402   $213,174  $31,830
                                                 =======  =======  ============   ======== ========

</TABLE>

     We  have  no  off-balance sheet debt or unrecorded obligations and have not
guaranteed  the  debt  of  any  other  party.

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

                                       18
<PAGE>

Facilities  with  our  lenders  for  further  amendments  to, or waivers of, the
financial  covenants of the Facilities. We believe that our ability to repay the
Term  Loan  A  and  Term  Loan  B  and amounts outstanding under the Revolver at
maturity  will  likely  require  additional  financing.  We  cannot  assume that
additional  financing  will  be  available  to  us.  A portion of our debt bears
interest  at  floating  rates;  therefore,  our  financial condition is and will
continue  to  be  affected  by  changes  in  prevailing  interest  rates.

INFLATION

     The impact of inflation on our operations has not been significant to date.
While we do not believe our business is highly sensitive to inflation, there can
be  no  assurance that a high rate of inflation would not have an adverse impact
on  our  operations.

SEASONALITY  AND  QUARTERLY  RESULTS

     Our  sales  fluctuate  seasonally.  Historically,  our  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 our
financial  position,  business  strategy,  budgets  and  plans and objectives of
management  for  future  operations  are forward-looking statements. Although we
believe  that  the expectations reflected in such forward-looking statements are
reasonable,  we  can give no assurance that such expectations will prove to have
been  correct.  Such forward-looking statements involve known and unknown risks,
uncertainties  and  other factors that may cause our actual results, performance
or  achievements,  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 our Annual Report
on  Form  10-K  for  fiscal  2003 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) OUR
ABILITY  TO  EXECUTE  OUR BUSINESS STRATEGY (INCLUDING, WITHOUT LIMITATION, WITH
RESPECT TO NEW STORE OPENINGS AND INCREASING OUR PARTICIPATION IN MANAGED VISION
CARE  PROGRAMS),  (II) OUR ABILITY TO OBTAIN SUFFICIENT RESOURCES TO FINANCE OUR
WORKING  CAPITAL  AND CAPITAL EXPENDITURE NEEDS AND PROVIDE FOR OUR OBLIGATIONS;
(III)  THE  CONTINUING SHIFT IN THE OPTICAL RETAIL INDUSTRY OF 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) OUR MANAGEMENT
ARRANGEMENTS  WITH  PROFESSIONAL  CORPORATIONS;  (VIII)  OUR  ABILITY  TO OBTAIN
ADDITIONAL

                                       19
<PAGE>

FINANCING  TO  REPAY  OUR  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

     We  are exposed to various market risks.  Market risk is the potential loss
arising  from  adverse changes in market prices and rates.  We do not enter into
derivative  or  other financial instruments for trading or speculative purposes.
There  have been no material changes in our market risk during the first quarter
of fiscal 2004.  For further discussion, refer to our annual report on Form 10-K
for  the  year  ended  December  27,  2003.

     Our  primary  market  risk exposure is interest rate risk.  As of March 27,
2004,  $127.0  million  of  our  long-term debt bore interest at variable rates.
Accordingly,  our  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  our $127.0 million in long-term
borrowings,  our  annual  interest  expense  would  change by approximately $2.5
million.

     In  the event of an adverse change in interest rates, we could take actions
to  mitigate  our 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 March 27, 2004 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 March 27, 2004 that has materially
affected,  or  is  reasonably likely to materially affect, our internal controls
over  financial  reporting.

                                       20
<PAGE>

                           PART II. OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     We  are  a  party  to  routine  litigation  in  the  ordinary course of our
business.  There  have  been  no  such  pending  matters, individually or in the
aggregate,  that  we have deemed to be material to our business or our financial
condition that have arisen during the first quarter of fiscal 2004.  For further
discussion,  refer to our annual report on Form 10-K for the year ended December
27,  2003.

                                       21
<PAGE>

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

<TABLE>
<CAPTION>

(a)  The  following  documents  are  filed  as  part  of  this  report.


<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  April 24,  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)
31.1 Certification  of  Chief  Executive  Officer  (d)
31.2 Certification  of  Chief  Financial  Officer  (d)
32.1 Certification  pursuant  to  18 U.S.C. Section 1350, as adopted pursuant to
     section  906  of  the  Sarbanes-Oxley  Act  of  2002  (d)
</TABLE>

__________

(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, our Quarterly
     Report  on  Form  10-Q  for  the  quarter  ended  September  29,  2001.

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

(d)  Filed  herewith

(B)  We  filed a report on Form 8-K dated May 6, 2004 under Item 5. Other Events
     that  reported  we  filed a registration statement on Form S-1 dated May 6,
     2004  in  respect of our initial public offering of Income Units and Senior
     Subordinated  Notes.

                                       22
<PAGE>

<TABLE>
<CAPTION>

<C>  <S>

                                   SIGNATURE
                        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: May 11, 2004
/s/  Alan E. Wiley
----------------------------------------------------
Alan E. Wiley
Executive Vice President and Chief Financial Officer
</TABLE>